WAIVER AND AGREEMENT

          WAIVER AND AGREEMENT  dated as of June 14, 2001 (this  "Waiver")  with
respect to the Amended,  Restated and Consolidated  Credit Agreement dated as of
October 12, 1999 (as  amended,  the "Credit  Agreement")  by and among  American
Skiing  Company  ("American  Skiing")  and the  other  borrowers  party  thereto
(collectively,  the "Borrowers"),  the lenders party thereto (the "Lenders") and
Fleet National Bank, N.A.  (formerly  known as BankBoston,  N.A.), as agent (the
"Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, pursuant to the Credit Agreement, the Lenders have made Loans
and other financial accommodations to the Borrowers which remain outstanding;

          WHEREAS,  certain  Events  of  Default  may have  occurred  and may be
continuing; and

          WHEREAS,  the Borrowers  have requested that the Agent and the Lenders
waive such  possible  Events of Default  and defer the  payment of the  Deferred
Default Spread (as defined  below),  in each case,  during the Waiver Period (as
defined below),  and the Agent and the Lenders are willing to do so, but only on
the terms and conditions set forth herein;

          NOW,  THEREFORE,  in  consideration of the premises and for other good
and  valuable  consideration  the  receipt  and  sufficiency  of which is hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

          Section  1.1.  Defined  Terms.   Unless   otherwise   defined  herein,
capitalized terms used herein have the meanings assigned in the Credit Agreement
and the following terms shall have the following meanings:

          "Deferred Default Spread": the spread between (a) the contractual rate
of  interest  due on the Loans  pursuant to  Sections  2.3,  2.5 and 2.19 of the
Credit  Agreement,  as  modified by Section  4.1(b) of the Waiver and  Agreement
dated as of May 15, 2001 and (b) the default  rate of interest  due on the Loans
accruing upon the occurrence  and during the  continuance of an Event of Default
pursuant to Section 2.7 of the Credit Agreement.

          "Effective  Date": (i) November 1, 2000 with respect to the Swap Event
     of Default and (ii) April 29, 2001 with respect to the Specified  Events of
     Default (other than the Swap Event of Default).

          "Expiration Date": June 28, 2001.

          "Specified Events of Default":  Events of Default arising or which may
     arise in respect of Section 10.1(b) of the Credit  Agreement as a result of
     the Borrowers'  failure to comply with Sections 7.1, 7.2, 7.3, 7.5 and 8.15
     of the Credit Agreement.


<PAGE>

          "Swap Event of Default":  Events of Default arising or which may arise
     in respect of Section  10.1(b) of the Credit  Agreement  as a result of the
     Borrowers' failure to comply with Section 8.15 of the Credit Agreement.

          "Termination  Date":  the  occurrence  of an event of  termination  as
     provided in Article III of this Waiver.

          "Waiver Period": the period beginning on the Effective Date and ending
     on the earlier of (a) the Termination Date or (b) the Expiration Date.


                                   ARTICLE II
                               WAIVER AND DEFERRAL

          Section 2.1. Waiver.  Subject to the terms and conditions  hereof, the
Agent and the  Lenders  hereby  agree to waive  during  the  Waiver  Period  the
Specified Events of Default.

          Section 2.2. Deferral. The Agent and the Lenders hereby agree to defer
payment  by the  Borrowers  of the  Deferred  Default  Spread  during the Waiver
Period; provided, that the Deferred Default Spread shall be paid in full in cash
immediately  upon the earlier of the Termination Date or the Expiration Date; it
being  understood  that during the Waiver Period the Borrowers shall continue to
pay the contractual  rate of interest due on the Loans pursuant to Sections 2.3,
2.5 and 2.19 of the Credit Agreement.


                                   ARTICLE III
                          WAIVER EVENTS OF TERMINATION

          Upon the occurrence of any of the following events:

          (a) the Borrowers  shall default in the  observance or  performance of
     any agreement or covenant contained in this Waiver;

          (b) the  occurrence  of a Default  or Event of Default  (other  than a
     Specified Event of Default);

then, and in any such event, the  provisions of Article II of  this Waiver shall
immediately and automatically  terminate and  thereafter such  Article II  shall
have no force or effect.


                                   ARTICLE IV
                                   AGREEMENTS

          Section 4.1.  Agreements.  The Borrowers hereby confirm,  reaffirm and
restate as of the date  hereof  its  agreements  contained  in Article IV of the
Waiver and  Agreement  dated as of May 15, 2001;  it being  understood  that all
references in said Article IV to "Waiver Period" shall be deemed to mean "Waiver
Period" as defined in this Waiver.

          Section 4.2.  Agreements Deemed Agreements under the Credit Agreement.
For purposes of the Credit Agreement,  the agreements of the Borrowers contained
in this  Article  IV shall be deemed to be, and shall be,  agreements  under the
Credit Agreement.



                                       2

<PAGE>

                                    ARTICLE V
                              WAIVER EFFECTIVE DATE

          Section 5.1 Effective Date.  This Waiver shall become  effective as of
the date hereof upon  receipt by the Agent of (a)  counterparts  of this Waiver,
duly executed and delivered by the Borrowers,  the Agent and the Lenders and (b)
payment in full in cash of the  invoiced  and unpaid  fees and  expenses  of the
Agent's  professionals  as of June 1, 2001 and as set forth on the  Schedule  of
Fees attached hereto.


                                   ARTICLE VI
                                 INTERPRETATION

          Section 6.1. Continuing Effect of the Credit Agreement. The Borrowers,
the Agent  and each  Lender  hereby  acknowledges  and  agrees  that the  Credit
Agreement shall continue to be and shall remain  unchanged and in full force and
effect in accordance with its terms, except as expressly modified hereby.

          Section  6.2. No Waiver.  Nothing  contained  in this Waiver  shall be
construed or  interpreted  or is intended as a waiver of any Default or Event of
Default (other than the Specified  Events of Default) or of any rights,  powers,
privileges  or remedies that the Agent or the Lenders have or may have under the
Credit  Agreement,  any other related  document or applicable  law on account of
such Default or Event of Default  (other than the Specified  Events of Default).
The  Borrowers  hereby  acknowledge  and agree  that,  at the end of the  Waiver
Period, the provisions of Article II of this Waiver shall become of no force and
effect  and the Agent and the  Lenders  shall be free,  in  accordance  with the
Credit  Agreement,  to exercise  and  enforce,  or to take steps to exercise and
enforce, all rights, powers, privileges and remedies available to them under the
Credit  Agreement,  any  related  document or  applicable  law on account of the
Specified  Events of Default  (or any other  Default or Event of  Default) as if
this Waiver had not been entered into by the parties hereto.


                                   ARTICLE VII
                                  MISCELLANEOUS

          Section 7.1.  Representations  and  Warranties.  The Borrowers  hereby
represent  and warrant as of the date hereof that,  after giving  effect to this
Waiver,  (a) no Default  or Event of Default  has  occurred  and is  continuing,
except  the  Specified  Events  of  Default,  and  (b) all  representations  and
warranties  of the  Borrowers  contained  in the Credit  Agreement  are true and
correct in all  material  respects  with the same effect as if made on and as of
such date,  except that Section 5.22(a) of the Credit  Agreement shall be deemed
to exclude any Specified Event of Default.

          Section 7.2.  Payment of Fees and Expenses.  (a) The Borrowers  hereby
agree  to  pay  or  reimburse  the  Agent  on  demand  for  all  its  reasonable
out-of-pocket costs and expenses incurred in connection with the preparation and
execution of this Waiver, including, without limitation, the reasonable fees and
disbursements  of counsel to the Agent. In furtherance of the provisions of this
Section 7.2 and Section 14.5 of the Credit Agreement, the Borrowers hereby agree
that the  Agent  shall  be  entitled,  upon one  Business  Day's  notice  to the
Borrowers,  to debit any operating  account of any Borrower to collect costs and
expenses to which the Agent is entitled pursuant to this Section 7.2 and Section
14.5 of the Credit  Agreement.


                                       3

<PAGE>

          (b) The  Borrowers  further  agree  to pay to the  Agent,  for its own
account, on the first Business Day of each month, an agency fee in the amount of
$10,000.  This  monthly  payment  shall  be in lieu  of the  annual  agency  fee
otherwise due under the Credit Agreement.

          Section 7.3. Counterparts.  This Waiver may be executed by the parties
hereto in any  number of  separate  counterparts,  and all of said  counterparts
taken together shall be deemed to constitute one and the same instrument.

          Section 7.4. GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS
OF THE  PARTIES  UNDER THIS  WAIVER  SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS.

          Section 7.5. Reservation of Rights. Notwithstanding anything contained
in this Waiver, the Borrowers  acknowledge that the Agent and the Lenders do not
waive, and expressly reserve, the right to exercise, at any time, any and all of
their rights and remedies under the Credit Agreement, any other related document
and  applicable  law on account of any  Default or Event of Default  (other than
Specified Events of Default).

          Section  7.6.  Confirmation  of  Indebtedness.  The  Borrowers  hereby
confirm and  acknowledge  that, as of the Effective  Date, (i) the Borrowers are
truly and justly  indebted to the  Lenders,  without  defense,  counterclaim  or
offset of any kind and (ii) the  Borrowers  are liable to the Lenders in respect
of  Loans  and  Letters  of  Credit  in  the  aggregate   principal   amount  of
$127,540,079.10.

          Section 7.7. Waiver. The Borrowers hereby release,  waive, and forever
relinquish all claims, demands, obligations, liabilities and causes of action of
whatever kind or nature,  whether known or unknown,  which any of them have, may
have,  or might  assert at the time of execution of this Waiver or in the future
against the Agent,  the Lenders  and/or their  respective  parents,  affiliates,
participants,  officers, directors,  employees, agents, attorneys,  accountants,
consultants, successors and assigns (collectively, the "Lender Group"), directly
or indirectly,  which occurred,  existed, was taken, permitted or begun prior to
the  execution  of this  Waiver,  arising out of,  based upon,  or in any manner
connected with (i) any transaction, event, circumstance,  action, failure to act
or occurrence of any sort or type, whether known or unknown, with respect to the
Credit Agreement,  any other Lender Agreement and/or the administration  thereof
or  the  obligations  created  thereby;   (ii)  any  discussions,   commitments,
negotiations,  conversations or communications  with respect to the refinancing,
restructuring or collection of any obligations  related to the Credit Agreement,
any other Lender Agreement and/or the administration  thereof or the obligations
created  thereby,  or (iii)  any  matter  related  to the  foregoing;  provided,
however,  that the  provisions  of this  Section 7.7 shall not apply to any such
matters of which the  Borrowers are  presently  unaware and which  constitute or
result from the gross negligence and/or willful  misconduct of any member of the
Lender Group.




                                       4

<PAGE>



          IN WITNESS  WHEREOF,  the parties hereto have caused this Waiver to be
duly executed and delivered by their proper and duly  authorized  officers as of
the date first above written.


                                     AMERICAN SKIING COMPANY


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     SUNDAY RIVER SKIWAY CORPORATION


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     SUNDAY RIVER LTD.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     PERFECT TURN, INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     SUNDAY RIVER TRANSPORTATION INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     L.B.O. HOLDING, INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     SUGARBUSH RESORT HOLDINGS, INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO



                                       5

<PAGE>

                                     SUGARBUSH LEASING COMPANY


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     SUGARBUSH RESTAURANTS, INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     MOUNTAIN WASTEWATER TREATMENT,     INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     S-K-I, LTD.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     KILLINGTON, LTD.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     MOUNT SNOW LTD.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     PICO SKI AREA MANAGEMENT COMPANY


                                     By: /s/ Mark J. Miller
                                     Title: CFO



                                       6

<PAGE>

                                     RESORT SOFTWARE SERVICES, INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     KILLINGTON RESTAURANTS, INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     DOVER RESTAURANTS, INC.


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     SUGARLOAF MOUNTAIN CORPORATION


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     MOUNTAINSIDE


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     ASC UTAH


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     STEAMBOAT SKI & RESORT CORPORATION


                                     By: /s/ Mark J. Miller
                                     Title: CFO



                                       7
<PAGE>


                                     HEAVENLY  SKI & RESORT CORPORATION


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     HEAVENLY CORPORATION


                                     By: /s/ Mark J. Miller
                                     Title: CFO


                                     HEAVENLY VALLEY, LIMITED  PARTNERSHIP

                                     By:  Heavenly   Corporation,   its  general
                                     partner


                                     By: /s/ Mark J. Miller
                                     Title: CFO





                                       8

<PAGE>


                                     FLEET NATIONAL BANK  (successor in interest
                                     to BankBoston, N.A.), as Agent


                                     By:  /s/ Daniel Butler
                                     Title:  Vice President


                                     FLEET NATIONAL BANK  (successor in interest
                                     to BankBoston, N.A.), as a Lender


                                     By: Daniel Butler
                                     Title:  Vice President


                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,  as
                                     a Lender


                                     By:________________________________________
                                     Title:


                                     WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION,
                                     successor by merger to First Security Bank,
                                     N.A., as a Lender


                                     By:________________________________________
                                     Title:


                                     U.S. BANK NATIONAL ASSOCIATION, as a Lender


                                     By: /s/ illegible
                                     Title:






                                       9

<PAGE>


                                     THE HOWARD BANK, N.A., as a Lender


                                     By: /s/ illegible
                                     Title:


                                     BLACK DIAMOND CLO 1998-1 LTD., as a Lender


                                     By: /s/ Derrie Boggess
                                     Title: Director


                                     BLACK DIAMOND CLO 2000-1 LTD., as a Lender


                                     By: /s/ David Dyer
                                     Title: Director


                                     BLACK DIAMOND INTERNATIONAL FUNDING,  LTD.,
                                     as a Lender


                                     By: /s/ David Dyer
                                     Title: Director



                                     By: /s/ Derrie Boggess
                                     Title: Director




                                       10

<PAGE>


                                     MERRILL  LYNCH  PRIME  RATE PORTFOLIO, as a
                                     Lender

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


                                     By: /s/ Michael Brown
                                     Title:


                                     DEBT STRATEGIES FUND, INC., as a Lender


                                     By: /s/ Michael Brown
                                     Title:


                                     CAPTIVA II FINANCE LTD., as a Lender



                                     By:________________________________________
                                     Title:


                                     KZH-PAMCO LLC, as a Lender



                                     By:/s/ Kimberly Rowe
                                     Title: Authorized Agent



                                     KZH HIGHLAND-2 LLC, as a Lender



                                     By:/s/ Kimberly Rowe
                                     Title: Authorized Agent



                                       11

<PAGE>


                                     PAM CAPITAL FUNDING L.P., as a Lender

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


                                     By: Todd Travers
                                     Title: Senior Portfollio Manager


                                     PAMCO CAYMAN, LTD., as a Lender

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


                                     By: /s/ Todd Travers
                                     Title: Senior Portfolio Manager


                                     VAN  KAMPEN  PRIME  RATE INCOME TRUST, as a
                                     Lender

                                     By:  Van Kampen Investment Advisory Corp.


                                     By:  /s/ Darvin D. Pierce
                                     Title:  Principal


                                       12
<PAGE>


                                     GLENEAGLES TRADING LLC, as a Lender


                                     By: /s/ Ann E. Morris
                                     Title: Assistant Vice President


                                     SRV-HIGHLAND, INC., as a Lender


                                     By: /s/ Ann E. Morris
                                     Title: Assistant Vice President



                                       13

<PAGE>


                        SCHEDULE OF CAPITAL EXPENDITURES


                                  SEE ATTACHED



                                       14

<PAGE>


                                SCHEDULE OF FEES



                                      NONE


                                       15

<PAGE>