THIRD AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                            Dated as of March 3, 1999


                                      Among

                                 ASC EAST, INC.
                         SUNDAY RIVER SKIWAY CORPORATION
                               SUNDAY RIVER, LTD.
                               PERFECT TURN, INC.
                        SUNDAY RIVER TRANSPORTATION, INC.
                              L.B.O. HOLDING, INC.
                         SUGARBUSH RESORT HOLDINGS, INC.
                            SUGARBUSH LEASING COMPANY
                           SUGARBUSH RESTAURANTS, INC.
                       MOUNTAIN WASTEWATER TREATMENT, INC.
                                   S-K-I, LTD.
                                KILLINGTON, LTD.
                                MOUNT SNOW, LTD.
                        PICO SKI AREA MANAGEMENT COMPANY
                         RESORTS SOFTWARE SERVICES, INC.
                          KILLINGTON RESTAURANTS, INC.
                           RESORTS TECHNOLOGIES, INC.
                             DOVER RESTAURANTS, INC.
                         SUGARLOAF MOUNTAIN CORPORATION
                                  MOUNTAINSIDE
                                    SUGARTECH
                                  as Borrowers,

                            AMERICAN SKIING COMPANY,
                                  as Guarantor,

                            THE LENDERS PARTY HERETO,

                                       and

                                BANKBOSTON, N.A.,
                            as Agent for the Lenders





<PAGE>


            THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         This THIRD  AMENDMENT  TO AMENDED  AND  RESTATED  CREDIT  AGREEMENT  is
entered  into  as of  March  3,  1999  by and  among  ASC  East,  Inc.,  a Maine
corporation ("ASC East"), SUNDAY RIVER SKIWAY CORPORATION,  a Maine corporation,
SUNDAY  RIVER,  LTD.,  a  Maine   corporation,   PERFECT  TURN,  INC.,  a  Maine
corporation,  SUNDAY RIVER  TRANSPORTATION,  INC., a Maine  corporation,  L.B.O.
HOLDING, INC., a Maine corporation,  SUGARBUSH RESORT HOLDINGS,  INC., a Vermont
corporation  ,  SUGARBUSH  LEASING  COMPANY,  a Vermont  corporation,  SUGARBUSH
RESTAURANTS, INC., a Vermont corporation, MOUNTAIN WASTEWATER TREATMENT, INC., a
Vermont corporation, S-K-I, LTD., a Delaware corporation ("S-K-I"),  KILLINGTON,
LTD.,  a  Vermont  corporation  ("Killington"),  MOUNT  SNOW,  LTD.,  a  Vermont
corporation,  PICO SKI AREA MANAGEMENT COMPANY, a Vermont  corporation,  RESORTS
SOFTWARE SERVICES, INC., a Vermont corporation,  KILLINGTON RESTAURANTS, INC., a
Vermont corporation,  RESORTS TECHNOLOGIES,  INC., a Vermont corporation,  DOVER
RESTAURANTS,  INC., a Vermont  corporation,  SUGARLOAF MOUNTAIN  CORPORATION,  a
Maine  corporation,  MOUNTAINSIDE,  a Maine  corporation and SUGARTECH,  a Maine
corporation  (each a "Borrowers" and collectively,  the  "Borrowers"),  AMERICAN
SKIING COMPANY,  a Maine corporation  ("American Ski"), the lenders party hereto
(the "Lenders") and BANKBOSTON,  N.A., a national banking association,  as Agent
(the  "Agent") for the lenders  from time to time party to the Credit  Agreement
referred to below.


                                    Recitals

         The Borrowers, American Ski, the Lenders and the Agent are parties to a
Credit  Agreement  dated as of  November  12,  1997  (as  amended,  the  "Credit
Agreement"). The Borrowers and American Ski desire to amend the Credit Agreement
in various  respects.  The Agent and the Lenders are willing to amend the Credit
Agreement on the terms and conditions set forth herein.  All  capitalized  terms
used herein and not  otherwise  defined shall have the meanings set forth in the
Credit Agreement.

         NOW,  THEREFORE,  subject  to the  satisfaction  of the  conditions  to
effectiveness  specified in Section 6, American Ski, the Borrowers,  the Lenders
and the Agent hereby agree as follows:

          Section 1.  Definitions.  Article 1 of the Credit  Agreement is hereby
amended by  inserting  the  following  definitions  in  alphabetical  order,  as
follows:


                    "Base Capital Expenditure Amount" shall mean $30,000,000.




<PAGE>


                           "Permitted  Non-Strategic  Asset  Sales"  shall  mean
                  sales or other  dispositions of assets of American Ski and its
                  Restricted Subsidiaries,  between January 25, 1999 and January
                  30, 2000, for gross proceeds not to exceed $30,000,000,  which
                  American Ski  determines  are not  strategic to the skiing and
                  other resort  activities  of American  Ski and its  Restricted
                  Subsidiaries,  with the specific assets so sold or disposed of
                  to  be  approved  by  the  Agent,  such  approval  not  to  be
                  unreasonably withheld.


         Section 2. Amendment of Article 7. Effective January 24, 1999,  Article
7 of the Credit  Agreement is hereby  deleted in its entirety and the  following
substituted therefor:

                    Section 7.1 Ratio of Consolidated Total Debt to Consolidated
          EBITDA.

                           (a)  American  Ski  and its  Restricted  Subsidiaries
         shall maintain as of the end of each fiscal  quarter,  commencing  with
         2000  Fiscal  Quarter 2, a ratio of (i)  Consolidated  Total Debt as of
         such  date to (ii)  Consolidated  EBITDA  for the  four-quarter  period
         ending  on such date of not more  than the  following  levels as of the
         fiscal quarters indicated:

<TABLE>
<CAPTION>
        Fiscal Quarter             Ratio                      Fiscal Quarter                     Ratio

        <S>                        <C>                        <C>                                <C>
        2000 Quarter 2             5.75-to-1.00               2002 Quarter 1                     5.00-to-1.00
        2000 Quarter 3             5.75-to-1.00               2002 Quarter 2                     5.00-to-1.00
        2000 Quarter 4             5.75-to-1.00               2002 Quarter 3                     4.50-to-1.00
        2001 Quarter 1             5.75-to-1.00               2002 Quarter 4                     4.50-to-1.00
        2001 Quarter 2             5.50-to-1.00               2003 Quarter 1                     4.50-to-1.00
        2001 Quarter 3             5.00-to-1.00               2003 Quarter 2                     4.50-to-1.00
        2001 Quarter 4             5.00-to-1.00               2003 Quarter 3                     4.00-to-1.00
                                                               and Thereafter
</TABLE>

                           (b) Until the  Subordinated  Notes Release Date,  ASC
         East and its  Restricted  Subsidiaries  shall maintain as of the end of
         each fiscal quarter,  commencing with 2000 Fiscal Quarter 2, a ratio of
         (i) ASC East  Consolidated  Total Debt as of such date to (ii) ASC East
         Consolidated  EBITDA for the four-quarter period ending on such date of
         not more than the following levels as of the fiscal quarters indicated:


                                       2
<PAGE>

<TABLE>
<CAPTION>
        Fiscal Quarter             Ratio                      Fiscal Quarter                     Ratio

       <S>                         <C>                        <C>                                <C>
        2000 Quarter 2             5.75-to-1.00               2002 Quarter 1                     5.00-to-1.00
        2000 Quarter 3             5.75-to-1.00               2002 Quarter 2                     5.00-to-1.00
        2000 Quarter 4             5.75-to-1.00               2002 Quarter 3                     4.50-to-1.00
        2001 Quarter 1             5.75-to-1.00               2002 Quarter 4                     4.50-to-1.00
        2001 Quarter 2             5.50-to-1.00               2003 Quarter 1                     4.50-to-1.00
        2001 Quarter 3             5.00-to-1.00               2003 Quarter 2                     4.50-to-1.00
        2001 Quarter 4             5.00-to-1.00               2003 Quarter 3                     4.00-to-1.00
                                                               and Thereafter
</TABLE>

                  Section  7.2  Ratio  of  Consolidated  Adjusted  Cash  Flow to
Consolidated Debt Service.  American Ski and its Restricted  Subsidiaries  shall
maintain  as of the end of each  fiscal  quarter,  commencing  with 2000  Fiscal
Quarter  2,  for the  four-quarter  period  ending  on such  date a ratio of (a)
Consolidated  Adjusted  Cash Flow to (b)  Consolidated  Debt Service of not less
than the following levels as of the end of each fiscal quarter indicated:

                    Fiscal Quarter                         Ratio

                   2000 Quarter 2                         1.10-to-1.00
                   2000 Quarter 3                         1.10-to-1.00
                   2000 Quarter 4                         1.10-to-1.00         
                   2001 Quarter 1                         1.10-to-1.00
                   2001 Quarter 2                         1.10-to-1.00
                   2001 Quarter 3                         1.25-to-1.00
                    and Thereafter

                  Section  7.3  Ratio of  Consolidated  EBITDA  to  Consolidated
Interest Expense. American Ski and its Restricted Subsidiaries shall maintain as
of the end of each fiscal  quarter for the  four-quarter  period  ending on such
date a ratio of (a) Consolidated EBITDA to (b) Consolidated  Interest Expense of
not less than the following levels:

<TABLE>
<CAPTION>
         Fiscal Quarter               Ratio                   Fiscal Quarter             Ratio

         <S>                    <C>                           <C>                      <C>               
         1999 Quarter 2         1.20-to-1.00                  2001 Quarter 1           1.75-to-1.00
         1999 Quarter 3         1.20-to-1.00                  2001 Quarter 2           1.75-to-1.00
         1999 Quarter 4         1.20-to-1.00                  2001 Quarter 3           2.00-to-1.00       
         2000 Quarter 1         1.20-to-1.00                  2001 Quarter 4           2.00-to-1.00
         2000 Quarter 2         1.50-to-1.00                  2002 Quarter 1           2.00-to-1.00
         2000 Quarter 3         1.50-to-1.00                  2002 Quarter 2           2.00-to-1.00
         2000 Quarter 4         1.75-to-1.00                  2002 Quarter 3           2.25-to-1.00
                                                               and Thereafter

</TABLE>

                                       3
<PAGE>

                  Section 7.4       Minimum Consolidated Net Worth.

                            (a)  American  Ski and its  Restricted  Subsidiaries
                  shall maintain minimum  Consolidated Net Worth at all times of
                  not  less  than  the sum of (a)  $200,000,000  plus (b) 75% of
                  cumulative  Consolidated  Net Income of  American  Ski and its
                  Restricted  Subsidiaries for the period after January 24, 1999
                  plus (c) all amounts received by American Ski or the Borrowers
                  after the Closing Date from the issuance of equity interests.

                            (b)   American   Ski  -  East  and  its   Restricted
                  Subsidiaries   shall   maintain   at  all  times  the  minimum
                  consolidated net worth  (excluding from assets  investments in
                  Unrestricted   Subsidiaries)  determined  in  accordance  with
                  generally  accepted  accounting  principles,  of not less than
                  $20,000,000.

                  Section 7.5 Minimum  EBITDA.  American Ski and its  Restricted
         Subsidiaries  shall have  EBITDA of not less than the amounts set forth
         below for the applicable fiscal quarter.

                                 Fiscal Quarter      Minimum EBITDA

                                1999 Quarter 3             $60,000,000
                                1999 Quarter 4            ($21,000,000)
                                2000 Quarter 1            ($21,000,000)
                                2000 Quarter 2             $25,000,000

         Section 3. Amendment of Article 9. Article 9 of the Credit Agreement is
hereby amended as follows:

                  (A)  Article 9 of the Credit  Agreement  is hereby  amended by
deleting Section 9.7 in its entirety and substituting therefor the following:

                    "Section   9.7  Capital   Expenditures.   Make  any  Capital
          Expenditure except that:

                  (a) for the fiscal year ending in July, 2000, American Ski and
         its Restricted Subsidiaries may make Capital expenditures not to exceed
         the sum of (i) $15, 000,000 plus (ii) $5,000,000 after American Ski and
         its Restricted  Subsidiaries have consummated,  or entered into binding
         commitments for, not less than  $10,000,000 of Permitted  Non-Strategic
         Asset Sales.

                  (b) Thereafter,  American Ski and its Restricted  Subsidiaries
         may make Capital Expenditures in each fiscal year,  commencing with the
         fiscal  year  ending in July  2001,  of not more than the lesser of (a)
         $35,000,000 or (b) (i) Consolidated EBITDA for the four fiscal quarters


                                       4
<PAGE>

         ended in April of the previous fiscal year less (ii)  Consolidated Debt
         Service for the four  fiscal  quarters  ended in April of the  previous
         fiscal year."

                  (B)  Article  9 of the  Credit  Agreement  is  hereby  further
amended by  deleting  Section  9.8  thereof  in its  entirety  and  substituting
therefor the following:

                            "Section 9.8 Disposition of Assets.  Sell,  lease or
                  otherwise dispose of any assets except for (a) the sale, lease
                  or other disposition of inventory,  including residential real
                  property held for resale,  in the ordinary course of business,
                  (b) Permitted  Dispositions,  and (c) Permitted  Non-Strategic
                  Asset Sales."


                  Section  4.  Pricing  Schedule.   Schedule  2  to  the  Credit
Agreement  is hereby  amended by  deleting  that  Schedule in its  entirety  and
substituting therefor the Pricing Schedule attached hereto as Exhibit A.


                  Section 5. Fees and Expenses.  Upon the execution and delivery
hereof by the Majority  Lenders,  the Borrowers and American Ski hereby agree to
pay to the Agent in cash all of the Agent's  reasonable  expenses in  preparing,
executing and  delivering  this Third  Amendment to Amended and Restated  Credit
Agreement  and  all  related  instruments  and  documents,   including,  without
limitation,  the  reasonable  fees and  out-of-pocket  expenses  of the  Agent's
special counsel, Goodwin, Procter & Hoar LLP.


                  Section 6.  Effectiveness;  Conditions to Effectiveness.  This
Third Amendment to Amended and Restated Credit  Agreement shall become effective
upon execution  hereof by the Borrowers,  the Majority Lenders and the Agent and
satisfaction of the following conditions:

                            (a)  Officer's   Certificate.   The   Borrowers  and
                                 American Ski shall have  delivered to the Agent
                                 an Officer's Certificate in the form of Exhibit
                                 B hereto.

                            (b)  Execution of the Third Amendment to West Credit
                                 Agreement.  Execution of the Third Amendment to
                                 Credit  Agreement among the American Ski - West
                                 Borrowers,  the  Agent  and the  Lenders  party
                                 thereto   simultaneously   herewith   and   the
                                 compliance by the American Ski - West Borrowers
                                 with  all  agreements  contained  in the  Third
                                 Amendment   to  Credit   Agreement,   including
                                 satisfaction  of all  conditions  precedent  to
                                 effectiveness thereunder.


                                       5
<PAGE>

                  Section  7.   Representations  and  Warranties;   No  Default.
American Ski and the  Borrowers,  jointly and  severally,  hereby confirm to the
Agent and the Lenders,  the  representations  and warranties of American Ski and
the Borrowers set forth in Article 5 of the Credit Agreement (as amended hereby)
as of the date hereof,  as if set forth herein in full (unless  stated to relate
solely to an earlier  date,  in which case they were true and correct as of such
earlier date).  American Ski and the Borrowers hereby certify that, after giving
effect to this Third  Amendment to Amended and  Restated  Credit  Agreement,  no
Default exists under the Credit Agreement.


                  Section 8.  Lender  Agreement.  All  references  to the Credit
Agreement  in the Credit  Agreement,  the other Lender  Agreements  or any other
document  shall be deemed to refer to the Credit  Agreement  as amended  hereby.
This Third Amendment to Amended and Restated Credit  Agreement shall be a Lender
Agreement and shall be governed by and construed and enforced  under the laws of
The Commonwealth of Massachusetts.






                                       6
<PAGE>


                  IN WITNESS WHEREOF,  American Ski, the Borrowers,  the Lenders
and the Agent have caused this Third  Amendment to Amended and  Restated  Credit
Agreement to be executed by their duly authorized  officers as of the date first
set forth above.

                                           ASC EAST, INC.
                                           SUNDAY RIVER SKIWAY CORPORATION
                                           SUNDAY RIVER, LTD.
                                           PERFECT TURN, INC.
                                           SUNDAY RIVER TRANSPORTATION, INC.
                                           L.B.O. HOLDING, INC.
                                           SUGARBUSH RESORT HOLDINGS, INC.
                                           SUGARBUSH LEASING COMPANY
                                           SUGARBUSH RESTAURANTS, INC.
                                           MOUNTAIN WASTEWATER TREATMENT, INC.
                                           S-K-I, LTD.
                                           KILLINGTON, LTD.
                                           MOUNT SNOW, LTD.
                                           PICO SKI AREA MANAGEMENT COMPANY
                                           RESORTS SOFTWARE SERVICES, INC.
                                           KILLINGTON RESTAURANTS, INC.
                                           RESORTS TECHNOLOGIES, INC.
                                           DOVER RESTAURANTS, INC.
                                           SUGARLOAF MOUNTAIN CORPORATION
                                           MOUNTAINSIDE
                                           SUGARTECH


                                           By:  /s/ Mark J. Miller
                                              ---------------------------------
                                           Name: Mark J. Miller
                                           Title: Chief Financial Officer


                                           AMERICAN SKIING COMPANY, as Guarantor

                                           By:  /s/ Mark J. Miller
                                              ---------------------------------
                                           Name: Mark J. Miller
                                           Title: Chief Financial Officer


<PAGE>



                                           BANKBOSTON, N.A., as Agent

                                           By: /s/ Carlton F. Williams
                                              ---------------------------------
                                               Name:  Carlton F. Williams
                                               Title:  Director



                                           BANKBOSTON, N.A.


                                           By: /s/ Carlton F. Williams
                                              ---------------------------------
                                               Name:  Carlton F. Williams
                                               Title:  Director



                                     NORWEST BANK COLORADO, NATIONAL ASSOCIATION


                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:


                                          WELLS FARGO BANK, NATIONAL ASSOCIATION


                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:


                                          U.S. BANK NATIONAL ASSOCIATION 
                                           d/b/a COLORADO NATIONAL BANK


                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                          FIRST SECURITY BANK, N.A.


                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                          FLOATING RATE PORTFOLIO

                                  By:INVESCO SENIOR SECURED MANAGEMENT, INC., as
                                      Attorney in Fact


                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                   MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

                                     By:  Merrill Lynch Asset Management, L.P.,
                                               as Investment Advisor


                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:



                                      MERRILL LYNCH PRIME RATE PORTFOLIO

                                      By:  Merrill Lynch Asset Management, L.P.,
                                              as Investment Advisor


                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:



<PAGE>



                                          VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                                          INCOME TRUST


                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                           EATON VANCE SENIOR DEBT PORTFOLIO

                                        By:  Boston Management and Research, as
                                              Investment Advisor

                                           By:Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                          HOWARD BANK

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:


                                          CAPTIVA II FINANCE, LTD.

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                           KZH-PAMCO LLC

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                       PAM CAPITAL FUNDING, L.P.
                                       By: Highland Capital Management L.P., as
                                             Collateral Manager

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                           KZH III LLC

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                           PAMCO CAYMAN, LTD.
                                        By: Highland Capital Management L.P., as
                                              Collateral Manager

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:


                                              DEBT STRATEGIES FUND II, INC.
                                        By:Merrill Lynch Asset Management, L.P.,
                                             as Investment Advisor

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:


                                            MORGAN STANLEY SENIOR FUNDING, INC.

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

                                            OASIS COLLATERALIZED HIGH
                                              INCOME PORTFOLIOS-I, LTD.

                                           By:  Unreadable
                                              ---------------------------------
                                           Name:
                                           Title:

<PAGE>




<PAGE>


                                   SCHEDULE 2                          Exhibit A
                                Pricing Schedule


           Through April 30, 2000,  the LIBOR Rate Margin,  the Base Rate Margin
and the  Commitment  Fee for any day are the  respective  percentages  set forth
below  in the  applicable  column  in the  row  corresponding  to the  ratio  of
Consolidated  Total Debt to  Consolidated  EBITDA that exists on such day as set
forth below:

<TABLE>
                      REVOLVING CREDIT ADVANCES                      TERM LOANS

<CAPTION>
Consolidated
Total Debt/       Base
Consolidated      Rate     LIBOR Rate      Commitment        Base Rate          LIBOR Rate
EBITDA            Margin   Margin          Fee               Margin             Margin
------            ------   ------          ---               ------             ------
<S>               <C>      <C>             <C>               <C>                <C>  
>/-7.00x            2.00%    3.50%           0.500%            2.50%              4.00%
>/-6.00x<7.00x      1.50%    3.00%           0.500%            2.00%              3.50%
>/-5.50x<6.00x      1.25%    2.75%           0.500%            1.75%              3.25%
>/-5.00x<5.50x      1.00%    2.50%           0.500%            1.50%              3.00%
>/-4.50x<5.00x      0.75%    2.25%           0.500%            1.25%              2.75%
>/-4.00x<4.50x      0.50%    2.00%           0.375%            1.25%              2.50%
>/-3.50x<4.00x      0.25%    1.75%           0.375%            1.25%              2.50%
<3.50x              0.00%    1.50%           0.375%            1.25%              2.50%


</TABLE>

         From and after May 1, 2000, the LIBOR Rate Margin, the Base Rate Margin
and the  Commitment  Fee for any day are the  respective  percentages  set forth
below  in the  applicable  column  in the  row  corresponding  to the  ratio  of
Consolidated  Total Debt to  Consolidated  EBITDA that exists on such day as set
forth below:

<TABLE>

                        REVOLVING CREDIT ADVANCES                     TERM LOANS

<CAPTION>
Consolidated
 Total Debt/               Base
Consolidated               Rate           LIBOR Rate          Commitment           Base Rate         LIBOR Rate
   EBITDA                 Margin            Margin                Fee               Margin             Margin
   ------                 ------            ------                ---               ------             ------
<S>                         <C>              <C>                  <C>                  <C>                <C>  
>/- 5.75x                   1.25%            2.75%                0.500%               1.75%              3.25%
>/- 5.00x<5.75x             1.00%            2.50%                0.500%               1.50%              3.00%
>/- 4.50x<5.00x             0.75%            2.25%                0.500%               1.25%              2.75%
>/- 4.00x<4.50x             0.50%            2.00%                0.375%               1.25%              2.50%
>/- 3.50x<4.00x             0.25%            1.75%                0.375%               1.25%              2.50%
< 3.50x                     0.00%            1.50%                0.375%               1.25%              2.50%

</TABLE>

         The ratio of Consolidated  Total Debt to  Consolidated  EBITDA shall be
determined  on a date  selected  by the  Agent  within  ten days of the  Agent's
receipt of the unaudited financial statements and the Compliance Certificate for
each fiscal quarter then ended and within ten days of the Agent's receipt of the
audited financial statements and the Compliance Certificate for each fiscal year
end and shall be equal to the ratio of  Consolidated  Total Debt to Consolidated
EBITDA  in  effect  as of the end of such  previous  fiscal  quarter  or year as
reflected in the audited financial statements and the Compliance Certificate for
such periods.


<PAGE>


                                   Exhibit B


                                 ASC EAST, INC.
                         SUNDAY RIVER SKIWAY CORPORATION
                               SUNDAY RIVER, LTD.
                               PERFECT TURN, INC.
                        SUNDAY RIVER TRANSPORTATION, INC.
                              L.B.O. HOLDING, INC.
                         SUGARBUSH RESORT HOLDINGS, INC.
                            SUGARBUSH LEASING COMPANY
                           SUGARBUSH RESTAURANTS, INC.
                       MOUNTAIN WASTEWATER TREATMENT, INC.
                                   S-K-I, LTD.
                                KILLINGTON, LTD.
                                MOUNT SNOW, LTD.
                        PICO SKI AREA MANAGEMENT COMPANY
                         RESORTS SOFTWARE SERVICES, INC.
                          KILLINGTON RESTAURANTS, INC.
                           RESORTS TECHNOLOGIES, INC.
                             DOVER RESTAURANTS, INC.
                         SUGARLOAF MOUNTAIN CORPORATION
                                  MOUNTAINSIDE
                                    SUGARTECH
                                  as Borrowers,

                            AMERICAN SKIING COMPANY,
                                  as Guarantor,


                             Certificate of Officer

         Reference is made to the Amended and Restated Credit Agreement dated as
of November 12, 1997, by and among ASC EAST, INC., a Maine  corporation,  SUNDAY
RIVER SKIWAY  CORPORATION,  a Maine  corporation,  SUNDAY  RIVER,  LTD., a Maine
corporation,   PERFECT   TURN,   INC.,   a  Maine   corporation,   SUNDAY  RIVER
TRANSPORTATION,  INC.,  a  Maine  corporation,  L.B.O.  HOLDING,  INC.,  a Maine
corporation,  SUGARBUSH RESORT HOLDINGS, INC., a Vermont corporation,  SUGARBUSH
LEASING COMPANY, a Vermont corporation,  SUGARBUSH RESTAURANTS,  INC., a Vermont
corporation,  S-K-I LTD., a Delaware  corporation,  KILLINGTON,  LTD., a Vermont
corporation,  MOUNT SNOW, LTD., a Vermont corporation,  PICO SKI AREA MANAGEMENT
COMPANY,  a Vermont  corporation,  RESORTS  SOFTWARE  SERVICES,  INC., a Vermont
corporation,  KILLINGTON  RESTAURANTS,  INC.,  a  Vermont  corporation,  RESORTS
TECHNOLOGIES,  INC., a Vermont corporation,  DOVER RESTAURANTS,  INC., a Vermont
corporation,   MOUNTAIN  WASTEWATER  TREATMENT,  INC.,  a  Vermont  Corporation,
SUGARLOAF  MOUNTAIN  CORPORATION,  a Maine  corporation,  MOUNTAINSIDE,  a Maine
corporation and SUGARTECH, a Maine corporation (collectively,  the "Borrowers"),
AMERICAN SKIING COMPANY, as Guarantor,  BankBoston, N.A. (the "Agent"), as Agent
for  itself  and the  other  lenders  from  time to time  parties  thereto  (the
"Lenders"),  as  amended  through  the date  hereof  (the  "Credit  Agreement").
Capitalized  terms used but not defined herein shall have the meanings  ascribed
thereto in the Credit Agreement.

         The  undersigned,  being the  Chief  Financial  Officer  of each of the
Borrowers, hereby certifies to the Agent and the Lenders that:

         1. I am familiar  with and have access to all of the records  regarding
its business and financial affairs of American Ski and the Borrowers, including,
without limitation, all of the matters and things hereinafter described.

         2. The representations and warranties of American Ski and the Borrowers
contained  in the Credit  Agreement  are true and  correct on and as of the date
hereof.

         3. All  covenants  and  agreements  of American  Ski and the  Borrowers
required  to be  performed  by them on or before the date  hereof have been duly
performed by it or them on or prior to the date hereof.

         4. No Default or Event of Default under the Credit  Agreement exists as
of the date hereof  after  giving  effect to the  execution  and delivery of the
Third  Amendment  to  Amended  and  Restated  Credit  Agreement  and  the  other
transactions contemplated thereby.

         5. Since January 24, 1999, there has been no material adverse change in
the financial  condition,  operations or any material assets of American Ski and
the Borrowers, taken as a whole.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


         IN  WITNESS  WHEREOF,  I have  hereunto  set my hand this  third day of
March, 1999.



ASC EAST, INC.
SUNDAY RIVER SKIWAY CORPORATION
SUNDAY RIVER, LTD.
PERFECT TURN, INC.
SUNDAY RIVER TRANSPORTATION, INC.
L.B.O. HOLDING, INC.
SUGARBUSH RESORT HOLDINGS, INC.
SUGARBUSH LEASING COMPANY
SUGARBUSH RESTAURANTS, INC.
MOUNTAIN WASTEWATER TREATMENT, INC.
S-K-I, LTD.
KILLINGTON, LTD.
MOUNT SNOW, LTD.
PICO SKI AREA MANAGEMENT COMPANY
RESORTS SOFTWARE SERVICES, INC.
KILLINGTON RESTAURANTS, INC.
RESORTS TECHNOLOGIES, INC.
DOVER RESTAURANTS, INC.
SUGARLOAF MOUNTAIN CORPORATION
MOUNTAINSIDE
SUGARTECH
as Borrowers,

AMERICAN SKIING COMPANY,
as Guarantor,

By:_________________________
Name: Mark J. Miller
Title: Chief Financial Officer