FINAL
                           THIRD AMENDMENT AGREEMENT


     THIS THIRD AMENDMENT AGREEMENT (as amended from time to time, this "Third
Amendment Agreement"), dated as of December 31, 2003 among GRAND SUMMIT RESORT
PROPERTIES, INC., a Maine corporation, (herein referred to as "GSRP") and
TEXTRON FINANCIAL CORPORATION, a Delaware corporation (herein referred to as
"TFC").

                              W I T N E S S E T H:

A.   WHEREAS, GSRP and TFC entered into that certain Statement of Intention and
Special Additional Financing Agreement dated July 25, 2000 (as amended to but
excluding the date hereof, the "Existing SOI" and, as amended hereunder,
"Amended SOI"), pursuant to which TFC agreed to make subordinated loans to GSRP
in accordance with the terms of the Existing SOI;

B.   WHEREAS, capitalized terms used herein shall have the meanings ascribed to
the same in the Existing SOI and in Section 1 of that certain Seventh Amendment
Agreement (the "Seventh Amendment Agreement"), dated as of December 31, 2003,
among GSRP, TFC, as lender and Administrative Agent, and the other lenders that
are parties to that certain Loan and Security Agreement, dated as of September
28, 1998, among GSRP, TFC, as lender and administrative agent, and said other
lenders (as amended to the date here of, the "Existing LSA" and, after giving
effect to the Seventh Amendment Agreement, the "Amended LSA"); and

C.   WHEREAS, the parties to the Existing SOI have agreed to certain amendments
to the Existing SOI, as described and set forth below, which amendments are
intended to be coordinated with the Seventh Amendment Agreement and to also
provide additional funding for GSRP under the Amended SOI (in accordance with
the terms and conditions hereinafter set forth);

     NOW, THEREFORE, in consideration of TFC's and GSRP's agreements hereunder,
and in consideration of other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, TFC and GSRP hereby agree as
follows:

     1.  Seventh Amendment Agreement. TFC hereby consents to and approves the
Seventh Amendment Agreement and to all actions provided to be taken therein
(subject to the terms and conditions thereof) with respect to GSRP, the
Administrative Agent and the lenders that are parties thereto.

     2.  Definition of Existing LSA. The "Existing LSA," as such term is
defined in Section 1(a) of the Existing SOI shall be deemed to mean and include
the "Amended LSA," as defined herein.

     3.  Release Prices. The release prices referred to in Section 1(c) of the
Existing SOI in respect of the Canyons Project are as set forth in the Amended
LSA. Release prices in respect of the Steamboat Project are as set forth in the
Amended LSA.

     4.  Steamboat Project. TFC and GSRP acknowledge and agree, with respect to
Section 1(e), (f) and (g) of the Existing SOI, that all construction in respect
of the Steamboat Project is completed and that all Commitments under the
Existing LSA and the Existing SOI have been ended or expired or otherwise
terminated and that the outstanding principal amount of the Loan (other than the
Subordinated Loan Tranche Obligations) as of the date hereof is $30,621,260.03.


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     5.  Section 1(i) of the Existing SOI. Section 1(i) of the Existing SOI is
hereby amended and restated in its entirety as follows:

          (i)    Special Financing being provided by this Statement of Intention
     and Agreement. TFC, in its individual capacity as a Steamboat Construction
     Project Advance Lender and not as Administrative Agent (TFC, as the
     advancing lender of the facility hereinafter described in this paragraph
     1(i) is referred to herein as the "Special Subordinated Lender"), is
     prepared to make, subject to the terms and conditions hereinafter set
     forth, available to GSRP in conjunction with the Amended LSA a special
     subordinated loan facility up to a maximum principal amount of $10,600,000
     (the "Subordinated Loan Tranche") for the sole purpose, prior to the Third
     Amendment Effective Date, of financing the Construction Costs necessary to
     complete all construction of the Steamboat Project in accordance with the
     supplemented Plans for such Project (the "Supplemented Plans"), which shall
     reflect the originally approved Plans for the Steamboat Project and such
     modifications thereto as are described on Attachment 2 hereto (the
     "Steamboat Plan Modifications"), and financing certain Nonconstruction
     Costs as provided for in the Second Amendment Agreement prior to the Third
     Amendment Effective Date and, on and after the Third Amendment Effective
     Date and prior to April 30, 2004, of providing certain working capital
     financing to GSRP up to an aggregate of an additional $635,251. All
     Construction Costs for the Steamboat Project and in respect of the Mt.
     Werner Circle have been paid for prior to the Third Amendment Agreement
     Effective Date and this facility shall be exclusively used to fund, on and
     after the Third Amendment Effective Date, working capital costs as set
     forth above.

     6.   Section 1(j) of the Existing SOI.  Section 1(j) of the Existing SOI is
hereby amended and restated in its entirety as follows:

          (j)    Attachments. The Subordinated Loan Tranche is to be evidenced
     by one or more amendment attachments (each an "Amendment Attachment"),
     substantially in the form of Attachment 4 hereto (as the same may be
     further amended), to be executed by GSRP and attached to the Steamboat
     Construction Project Note of TFC. Advances in respect of the Subordinated
     Loan Tranche ("Subordinated Loan Tranche Advances") would be deemed by GSRP
     and TFC to be Steamboat Construction Project Advances under the Existing
     LSA and would be secured by all of the Collateral (including, without
     limitation, the Steamboat Assignment of Architect's Contract, the Steamboat
     Assignment of Contracts, the Steamboat Assignment of Construction Contract,
     the Steamboat Assignment of Rents, the Steamboat Assignment of Declarant's
     Rights, the Steamboat Assignment of Property-Related Contracts, the
     Steamboat Assignment of Rents, the Steamboat Blanket Mortgage, the Canyons
     Assignment of Architect's Contract, the Canyons Assignment of Contracts,
     the Canyons Assignment of Construction Contract, the Canyons Assignment of
     Rents, the Canyons Assignment of Declarant's Rights, the Canyons Assignment
     of Property-Related Contracts, the Canyons Assignment of Rents, and the
     Canyons Blanket Mortgage), provided that:

                 (i)    the Subordinated Loan Tranche and all Subordinated Loan
          Tranche Advances made thereunder by TFC, as the Special Subordinated
          Lender, would not count as, or be construed as being a part of,
          Steamboat Construction Project Advance Commitments or any other
          Commitments (the undertaking of TFC, as the Special Subordinated
          Lender, to make Subordinated Loan Tranche Advances to GSRP being
          evidenced solely by this Statement of Intention and Agreement on the
          terms and conditions hereinafter set forth),


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                 (ii)   the Subordinated Loan Tranche would not be counted as,
          or be a part of, Steamboat Loan Exposure or other Loan Exposure under
          the Existing LSA,

                 (iii)  TFC, as the Special Subordinated Lender, would not be
          counted as, or be a part of, the Steamboat Construction Project
          Required Lenders or any other Project Required Lenders and would not
          otherwise be counted as or vote as a Lender under the Amended LSA
          solely in its capacity as the Special Subordinated Lender hereunder,
          provided, however, the Special Subordinated Lender shall have the
          right and power to direct the Administrative Agent as the Special
          Subordinated Lender after the Senior Obligations (as such term is
          hereinafter defined) are paid in full and for so long as the
          Subordinated Loan Tranche Obligations are outstanding,

                 (iv)   Except  as set forth in  Section 8 of the  Seventh
          Amendment Agreement with respect to cash payment of interest hereunder
          (which shall rank pari passu with the payment of interest in respect
          of the Steamboat Loan), the Subordinated Loan Tranche and all
          Collateral securing the same is and shall be junior and subordinate to
          (A) the payment of all Loans and other Obligations under the Existing
          LSA (excluding therefrom the Subordinated Loan Tranche Obligations and
          the Percentage Sales Fees; such Loans and Obligations subject to such
          exclusions are referred to herein, collectively, as the "Senior
          Obligations") and (B) the Liens securing the same in the Collateral;
          it is the intention of GSRP and TFC, as the Special Subordinated
          Lender, that the rights of the Lenders under the Existing LSA shall
          not be impaired or prejudiced in any way by this Statement of
          Intention and Agreement and it is further the view of GSRP and TFC, as
          the Special Subordinated Lender, that the availability of the
          Subordinated Loan Tranche is essential to the completion of the
          construction of the Steamboat Project, the repayment of the Steamboat
          Loan and the continued performance by GSRP of all of its other
          undertakings and agreements in the Amended LSA and, accordingly,
          directly benefits the Lenders under the Amended LSA, and

                 (v)    GSRP  will  collaterally  assign  to  the  Special
          Subordinated Lender (pursuant to an assignment substantially in the
          form of Attachment 5 hereto as the same may be amended from time to
          time) all of its right, title and interest in and to the "Free and
          Clear Proceeds" described in Paragraph 2(b)(iii)(6) below and GSRP
          shall authorizes the Administrative Agent to pay such amounts to the
          Special Subordinated Lender as provided for in said Paragraph. Until
          all Senior Obligations under the Existing LSA have been paid in full,
          no proceeds of the Collateral shall be used to repay outstanding
          principal or deferred interest in respect of the Subordinated Loan
          Tranche Advances as provided for in paragraph 1(k) hereof; however, to
          the extent provided for in Section 8 of the Seventh Amendment
          Agreement, proceeds of Collateral otherwise payable to the Lenders in
          respect of the Steamboat Project under the Amended LSA shall also be
          used to pay the "cash interest" due and payable to TFC under Paragraph
          1(k) hereof (said cash portion being 10% per annum of the therein
          stated, fixed rate of interest of 20% per annum), with such cash being
          paid to TFC hereunder, as the Special Subordinated Lender, at the same
          time as interest is being paid to TFC, as a Lender to the Steamboat
          Project under the Amended LSA (with respect to any monthly interest
          payment due hereunder, the "Cash Interest Payment").

     GSRP shall execute and deliver to TFC in exchange for the existing
Amendment Attachment, as amended, the following Amendment Attachments: (1) a
$5,000,000 Amendment Attachment dated as of July 25, 2000, (2) a $3,000,000


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Amendment Attachment dated as of July 25, 2000, and (3) a $2,600,000 Amendment
Attachment dated as of July 25, 2000. The existing outstanding Subordinated Loan
Tranche Advances and related Subordinated Loan Tranche Obligations as evidenced
by the existing Amendment Attachment, as amended, shall be allocated ratably
over the Amendment Attachments listed in clauses (1), (2) and (3) above and all
additional Subordinated Loan Tranche Advances made on and after December 31,
2003 shall be evidenced by the Amendment Attachment referred to in clause (3)
above. The existing Amendment Attachment, as amended, after giving effect to the
foregoing, will be cancelled.

     6.   Section 1(k) of the Existing SOI. Section 1(k) of the Existing SOI is
hereby amended and restated in its entirety as follows:

          (k)   Term Summary.  In consideration of TFC's

                (i)    making the  Subordinated Loan Tranche available to the
          GSRP,

                (ii)   not  requiring  the   application  of  the   Steamboat
          Construction Project Advances Maturity Date to the Subordinated Loan
          Tranche but rather establishing a separate maturity date with respect
          thereto of November 30, 2007 (the "Subordinated Loan Tranche Maturity
          Date"); it being the intention of the parties hereto that the
          outstanding principal balance of the Subordinated Loan Tranche shall
          be payable (other than on said maturity date or in the instance of an
          acceleration of the Subordinated Loan Tranche Obligations, as
          hereinafter defined) only in connection with the receipt by GSRP of
          "Free and Clear Proceeds" referred to below in Paragraph 2(b)(iii)(6),

                (iii)  making  such  Subordinated  Loan  Tranche  junior  and
          subordinate  to the Loans  under the  Existing  LSA,  as  provided  in
          Paragraph 2(b)(i) hereof,

                (iv)   not requiring the application of the Default Rate to the
          Subordinated Loan Tranche,

                (v)    providing for the deferral of interest payments and

                (vi)   allowing the voluntary  prepayment of the Subordinated
          Loan Tranche Advances, in whole (but not in part) at any time, at the
          sole election of GSRP, and without prepayment or premium of any kind
          other than the Final Payment Fee and the Sixth Amendment Fees owing to
          the Special Subordinated Lender and its affiliates together with all
          other Subordinated Loan Tranche Obligations (upon the prepayment in
          full of the Subordinated Loan Tranche Advances, no further
          Subordinated Loan Tranche Advances shall be obtainable hereunder),

          GSRP agrees, as more particularly set forth below,

                (A)    to pay interest on the principal balance of the
          Subordinated Loan Tranche from time to time outstanding at a rate of
          interest of twenty percent (20%) per annum, payable monthly in arrears
          on the 10th day of the month following the month for which such
          interest accrued (or, if such day is not a Business Day, on the first
          Business Day thereafter), provided that only 50% of the amount of such
          interest accrued in respect of any month shall be due and payable in
          cash on such 10th day and the other 50% of such amount of such
          interest shall automatically be deferred (without the accrual of any
          further interest thereon) until the Final Payment Date (as defined in
          subclause (B) immediately below), if no Default or Event of Default


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          under the Existing LSA or default or event of default hereunder shall
          exist, except that such deferral shall nonetheless still occur
          notwithstanding the existence of such a Default or Event of Default or
          such default hereunder if the Senior Obligations shall have not been
          paid in full; on the Final Payment Date such deferred amount (together
          with all other deferred amounts of interest hereunder) and all other
          accrued and unpaid interest shall become due and payable and,

                (B) to pay the Special Subordinated Lender

                         (1) in installments as provided in Paragraph 2(b)(iii)
                    (3) hereof, a fee of $1,000,000 or such lesser amount as may
                    be required by Paragraph 6(a) hereof (the "Syndication Fee")
                    and


                         (2) in one lump sum a final payment fee (the "Final
                    Fee"), which shall be payable on the earlier of the
                    Subordinated Loan Tranche Maturity Date or the date on which
                    all principal of the Subordinated Loan Tranche is fully paid
                    (such date is referred to herein as the "Final Payment
                    Date"), equal to the sum of the Final Fee Component Amounts
                    for each of the Subordinated Loan Tranche Advances, where a
                    "Final Fee Component Amount" for a Subordinated Loan Tranche
                    Advance shall equal the difference between the original
                    outstanding principal amount of such Subordinated Loan
                    Tranche Advance minus the discounted net present value of
                    each payment of interest and principal in respect of such
                    Subordinated Loan Tranche Advance determined in accordance
                    with customary financial practice by using a discount period
                    of one month and a monthly interest rate equal to 2.083333%
                    (or such lesser rate as may be required by Paragraph 6(a)
                    hereof) and by discounting each such payment of principal
                    and interest from the date on which such payment was made to
                    the date when such Subordinated Loan Tranche Advance was
                    originally extended by the Special Subordinated Lender (for
                    purposes of determining interest to be discounted in respect
                    of any Subordinated Loan Tranche Advance, only the interest
                    payments accruing at 20% per annum thereon shall be included
                    therein and such interest payments shall be deemed paid on
                    the dates on which they are actually paid in cash and any of
                    such interest payments that are deferred, in accordance with
                    the terms hereof, to the Final Payment Date shall be deemed,
                    for purposes of this determination, to have been paid in
                    cash on the First Amendment Effective Date; any other cash
                    payments made in respect of the principal amount of any
                    outstanding Subordinated Loan Tranche Advance made after the
                    First Amendment Effective Date shall be deemed to have been
                    made on the First Amendment Effective Date for purposes of
                    calculating the Final Fee Component Amount in respect of
                    such Subordinated Loan Tranche Advance); no interest shall
                    accrue on the unpaid portion of the Final Fee;

          (C)   Pursuant to the Second Amendment Agreement, the Subordinated
Lender eliminated the "Participation/Syndication Costs" and "Steamboat/Canyons
Construction Loan Participation/Syndication Costs," under, and as defined in,
the First Amendment Agreement.


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     7.   Section 1(l) of the Existing SOI. Section 1(l) of the Existing SOI is
hereby amended and restated in its entirety as follows:

                (l) Conditions for Subordinated Loan Tranche Advances; Waiver of
          Reserve. The Subordinated Loan Tranche shall be available, subject to
          the satisfaction of the conditions precedent applicable to a
          withdrawal request in respect of Excess Projects' Cash Proceeds under
          the Sixth Amendment Agreement and the other conditions precedent set
          forth below in this Statement of Intention and Amendment, in multiple
          Subordinated Loan Tranche Advances. The proceeds of such Advances
          shall be used to pay for working capital expenses in the applicable
          Schedule of Expenses; any repayment of principal of any Subordinated
          Loan Tranche Advance shall not be available to be reborrowed
          hereunder. The Special Subordinated Lender hereby waives any
          requirement of a Reserve as otherwise originally required under the
          Existing SOI.

     8.   Section 2(a) of the Existing SOI.  Section 2(a) of the Existing SOI is
amended and restated in its entirety as follows:

          Subject to the satisfaction of all conditions precedent to any
          withdrawal request by GSRP under Section 6 of the Sixth Amendment
          Agreement and subject to the other conditions precedent set forth in
          Paragraph 3 hereof, the Special Subordinated Lender agrees to make
          Subordinated Loan Tranche Advances to GSRP from the date hereof to and
          including April 30, 2004 (x) in an aggregate principal amount at any
          one time outstanding not to exceed $10,600,000 (with only $635,251 of
          such amount being available to be advanced on and after the Third
          Amendment Effective Date), and (y) in an aggregate principal amount
          that, when aggregated with the outstanding principal amount of the
          Senior Obligations owing to the Special Subordinated Lender, does not
          exceed $41, 221,260.03 at any time. Each Subordinated Loan Tranche
          Advance shall be a part of the Subordinated Loan Tranche and the
          Subordinated Loan Tranche shall be deemed to be a part of the credit
          extended to GSRP under the Steamboat Loan by the Special Subordinated
          Lender (as a Steamboat Construction Project Advance Lender) pursuant
          to the Existing LSA, and GSRP shall execute and deliver to the Special
          Subordinated Lender an amendment attachment or amendment attachments
          (substantially in the form of Attachment 4 hereto, as amended from
          time to time) to its Steamboat Note (to be affixed thereto by the
          Special Subordinated Lender) to evidence such Subordinated Loan
          Tranche (or portion or portions thereof) and each Subordinated Loan
          Tranche Advance to be made thereunder, provided that

                    (a) Limitations of Subordinated Loan Tranche Advances -- no
               principal advanced by the Special Subordinated Lender in respect
               of the Subordinated Loan Tranche shall

                         (i) qualify as Steamboat Loan Exposure,

                         (ii) count as Steamboat Construction Project Advance
                    Commitments,

                         (iii) be included in any determination as to whether
                    the Steamboat Loan or the Steamboat Project Construction
                    Advances have, in the aggregate, exceeded the Steamboat
                    Construction Project Borrowing Base,


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                         (iv) entitle the Special Subordinated Lender to vote
                    any principal amount or other amounts outstanding in respect
                    of the Subordinated Loan Tranche for any purpose under the
                    Existing LSA (unless all of the Senior Obligations under the
                    Existing LSA have been fully and finally paid),

                         (v) enable the Special Subordinated Lender, as such, to
                    claim the status as being one of the Steamboat Required
                    Lenders, one of the Required Parties or the right to vote on
                    any issue requiring unanimous consent of all Lenders or
                    Steamboat Construction Project Lenders under the Existing
                    LSA (unless all of the Senior Obligations under the Existing
                    LSA have fully and finally been paid),

                         (vi) claim any fees or rights to be reimbursed for any
                    costs and expenses as a Steamboat Lender or a Lender under
                    the Existing LSA (unless all of the Senior Obligations under
                    the Existing LSA have fully and finally been paid),

                         (vii) enable the Special Subordinated Lender to be able
                    to claim a share of the Collateral or any proceeds in
                    respect thereof except as it otherwise would be entitled to
                    claim as a Lender or the Administrative Agent under the
                    Existing LSA or as set forth in Paragraph 2(b)(ii),
                    Paragraph 2(b)(iii)(6) or Paragraph 2(b)(iii)(8) below or as
                    otherwise allowed under Section 8 of the Seventh Amendment
                    Agreement, or

                         (viii) cause the outstanding principal balance of the
                    Loans (including the outstanding principal balance of the
                    Subordinated Loan Tranche) to exceed the Maximum Outstanding
                    Loan Limit under the Amended LSA.

     9.   Section 2(b) of the Existing SOI.  Section 2(b) of the Existing SOI is
amended and restated in its entirety as follows:

               (b) Certain Terms Applicable to Subordinated Loan Tranche
          Advances --subject to the limitations and restrictions set forth in
          subclause (a) above and in this subclause (b),

                    (i) the principal, interest, fees (including the Syndication
               Fee) and other costs and expenses incurred in connection with the
               Subordinated Loan Tranche (collectively, the "Subordinated Loan
               Tranche Obligations") are intended to be and qualify as Steamboat
               Obligations, to be secured by all of the Collateral (including,
               without limitation, the Steamboat Assignment of Architect's




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               Contract, the Steamboat Assignment of Contracts, the Steamboat
               Assignment of Construction Contract, the Steamboat Assignment of
               Rents, the Steamboat Assignment of Declarant's Rights, the
               Steamboat Assignment of Property-Related Contracts, the Steamboat
               Assignment of Rents, the Steamboat Blanket Mortgage, the Canyons
               Assignment of Architect's Contract, the Canyons Assignment of
               Contracts, the Canyons Assignment of Construction Contract, the
               Canyons Assignment of Rents, the Canyons Assignment of
               Declarant's Rights, the Canyons Assignment of Property-Related
               Contracts, the Canyons Assignment of Rents, and the Canyons
               Blanket Mortgage), to be evidenced by the Steamboat Note of the
               Special Subordinated Lender pursuant to an amendment attachment
               or attachments to be affixed thereto (in the form of Attachment 4
               attached hereto) and to be junior and subordinate in payment to
               the Senior Obligations (except as provided for in Section 8 of
               the Seventh Amendment Agreement regarding Cash Interest Payments)
               and in Lien to the Liens in and to the Collateral securing such
               Senior Obligations, as more particularly provided for in
               Attachment 6 hereto;

                    (ii) the Administrative Agent shall act on behalf of the
               Special Subordinated Lender, to the same extent as it would act
               under the Existing LSA as Administrative Agent, for purposes of
               securing, perfecting, asserting, and/or enforcing Liens and
               security interests in and to the Collateral as security for the
               Subordinated Loan Tranche Obligations (except that the Special
               Subordinated Lender shall have no right to instruct the
               Administrative Agent or to participate in any instructions being
               given to the Administrative Agent unless and until all of the
               Senior Obligations under the Existing LSA have fully and finally
               been paid; for the avoidance of doubt and subject to the terms
               and provisions of Paragraph 2(b)(i) hereof, GSRP hereby grants to
               the Administrative Agent on behalf of the Special Subordinated
               Lender a security interest and Lien in and to the Collateral to
               secure the payment and/or performance of all of the Subordinated
               Loan Tranche Obligations;

                    (iii) the Subordinated Loan Tranche Obligations shall be,
               and be deemed to be, part of the, Steamboat Obligations, except
               that

                         (1) the rate of interest payable in respect thereof,
                    the amount of fees payable thereon (including, without
                    limitation, the Syndication Fee and the Final Payment Fee)
                    and all other Subordinated Loan Tranche Obligations shall be
                    payable only to the Special Subordinated Lender in
                    accordance with the terms hereof and out of Free and Clear
                    Proceeds,

                         (2) the Subordinated Loan Tranche Advances and the
                    Subordinated Loan Tranche Obligations shall mature on the
                    Subordinated Loan Tranche Maturity Date, provided that, in
                    any case, the Subordinated Loan Tranche Obligations shall be
                    subject to acceleration as set forth in the last paragraph
                    of Paragraph 2(b)(iii)(7) hereof,

                         (3) subject to Paragraph 2(b)(i) hereof, (aa) GSRP
                    shall pay to the Special Subordinated Lender the Syndication
                    Fee in installments, each such installment being payable
                    whenever after October 1, 2000 Free and Clear Proceeds (as


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<PAGE>

                    defined in the Existing SOI without giving effect to the
                    Second Amendment Agreement or Third Amendment Agreement are
                    available, with each such installment being in an amount
                    equal to 30% of the amount of such Free and Clear Proceeds;
                    if the full Syndication Fee shall have not been paid on or
                    prior to December 31, 2000, it shall become due and payable
                    in full on such date; the Special Subordinated Lender and
                    GSRP acknowledge that the Syndication Fee has been paid in
                    full, and (bb) GSRP shall pay to the Special Subordinated
                    Lender on the Final Payment Date the Final Payment Fee, as
                    determined in respect of such Final Payment Date as
                    calculated pursuant to Paragraph 1(k)(B) hereof,


                         (4) Intentionally Omitted;

                         (5) as additional consideration for the fees and rate
                    of interest set forth above, the Special Subordinated Lender
                    agrees that no Default Rate of interest shall be applicable
                    to the Subordinated Loan Tranche Obligations;

                         (6) the following proceeds of Collateral or payments
                    from GSRP shall be designated as "Free and Clear Proceeds"
                    and shall be applied to the payment of the Subordinated Loan
                    Tranche Obligations: (aa) while the Senior Obligations are
                    still outstanding, any payments of the Cash Interest Payment
                    provided for hereunder and as otherwise permitted to be paid
                    to Special Subordinated Lender under Section 8 of the
                    Seventh Amendment Agreement, (bb) after the Senior
                    Obligations have been paid in full and for so long as no
                    Default or Event of Default exists, all Obligation-Servicing
                    Projects' Cash Proceeds, all payments under Section
                    2.5(c)(iii) of the Existing LSA, all payments under Section
                    3.5 of the Existing LSA and all payments under Section 3.6
                    of the Existing LSA and (cc) after the Senior Obligations
                    shall have been paid in full and for so long as a Default or
                    Event of Default exists, all Projects' Cash Proceeds.
                    Sections 4, 5, and 6 of the Sixth Amendment Agreement shall
                    remain in effect and shall function hereunder after the
                    Senior Obligations have been paid in full and for so long as
                    any of the Subordinated Loan Tranche Obligations shall have
                    not been fully and finally paid. Free and Clear Proceeds
                    shall be applied to the Subordinated Loan Tranche
                    Obligations as follows:

                                        first, for so long as Senior Obligations
                              are outstanding and with respect to any Cash
                              Interest Payment provided for hereunder and as
                              otherwise permitted to be paid to the Special
                              Subordinated Lender under Section 8 of the Seventh
                              Amendment Agreement, the portion of such Free and
                              Clear Proceeds consisting of such Cash Interest
                              Payment shall be used to pay such Cash Interest
                              Payment;


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<PAGE>

                                        second, after the Senior Obligations
                              have been paid in full, in the following order:

                                                  -- first, towards the costs
                                        and expenses incurred by the Special
                                        Subordinated Lender under this Statement
                                        of Intention and Agreement, including,
                                        without limitation, any Loan Costs in
                                        respect of the Subordinated Loan Tranche
                                        and all other fees, costs and expenses
                                        set forth in Paragraph 6(c) hereof;

                                                  -- second, towards the accrued
                                        and unpaid interest on the Subordinated
                                        Loan Tranche Advances (other than the
                                        portion thereof that shall have been
                                        deferred to the Final Payment Date);

                                                  -- third, towards the
                                        then-outstanding principal amount of the
                                        Subordinated Loan Tranche Advances, and

                                                  -- fourth, any other
                                        Subordinated Loan Tranche Obligations.


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<PAGE>

                    For the avoidance of doubt and for so long as the
                    Subordinated Loan Tranche Obligations are outstanding,
                    GSRP's only right to obtain cash in respect of the
                    Collateral shall be in respect of Excess Projects' Cash
                    Proceeds under, and pursuant to, Section 6 of the Sixth
                    Amendment Agreement. At such time as the Subordinated Loan
                    Tranche Obligations have been fully and finally paid, the
                    Special Subordinated Lender shall have no further rights in
                    and to the Free and Clear Proceeds. For the further
                    avoidance of doubt, after the full and final payment of the
                    Subordinated Loan Tranche Obligations, GSRP shall still be
                    obligated to Textron Financial Corporation, as a Lender
                    under the Amended LSA, to pay the Percentage Sales Fee under
                    the Amended LSA.

                    (7) Intentionally Omitted.

                    (8) after the full and final repayment of all Senior
                    Obligations, the Special Subordinated Lender shall have the
                    full right, in accordance with the terms hereof and of the
                    Amended LSA, to instruct the Administrative Agent to
                    foreclose on all or any of the Collateral and to apply all
                    proceeds from all Collateral to the Subordinated Loan
                    Tranche Obligations as follows:

                                        first, towards the costs and expenses
                              incurred by the Special Subordinated Lender under
                              this Statement of Intention and Agreement,
                              including, without limitation, any Loan Costs in
                              respect of the Subordinated Loan Tranche and all
                              other fees, costs and expenses set forth in
                              Paragraph 6(c) hereof;

                                        second, towards the accrued and unpaid
                              interest on the Subordinated Loan Tranche
                              Advances;

                                        third, towards the then-outstanding
                              principal amount of the Subordinated Loan Tranche
                              Advances,

                                        fourth, to the payment of the Final
                              Payment Fee and the Syndication Fee, and

                                        sixth, to any other Subordinated Loan
                              Tranche Obligations.

                    The aforesaid right shall not be prejudiced or impaired by
                    any Percentage Sales Fee that remains unpaid.


     10.  Section 3 of the Existing SOI. Section 3 of the Existing SOI is
amended and restated in its entirety as follows:

          3. CONDITIONS TO MAKING OF SUBORDINATED LOAN TRANCHE ADVANCES.

          The conditions precedent set forth in Section 6 of the Sixth Amendment
     Agreement shall apply to the making of Subordinated Loan Tranche Advances
     except that references therein to a "withdrawal request" or similar
     language shall be deemed references to a request for a Subordinated Loan
     Tranche Advance; to the extent that such conditions are inconsistent with



                                       11
<PAGE>

     any one or more of the conditions set forth below, the conditions set forth
     below shall govern; and each of the conditions set forth below shall also
     be applicable to the making of Subordinated Loan Tranche Advances:

          (a) Title Insurance Endorsement. GSRP shall have delivered to the
     Administrative Agent title insurance endorsements to the Title Insurance
     Policy {Blanket} in respect of such Subordinated Loan Tranche Advance and
     each of the Canyons Project (if there shall remain any unsold Canyons
     Quartershare Interests) and the Steamboat Project in form and substance
     reasonably satisfactory to the Administrative Agent.

          (b) Sufficiency -- no Subordinated Loan Tranche Advance shall be made
     if the proceeds thereof together with the proceeds of any Excess Projects'
     Cash Proceeds to be released under Section 6 of the Sixth Amendment
     Agreement at the same time as the making of such Subordinated Loan Tranche
     Advance are insufficient to fully pay the expenses set forth on the
     applicable Schedule of Expenses; GSRP shall coordinate its requests for
     Subordinated Loan Tranche Advances and its withdrawal requests for Excess
     Projects' Cash Proceeds to the reasonable satisfaction of the Special
     Subordinated Lender;

          (c) Defaults -- no Subordinated Loan Tranche Advance shall be made if
     a Default or Event of Default exists under the Existing LSA or a default or
     event of default exists under this Statement of Intention and Agreement or,
     unless waived by the Special Subordinated Lender, the sixty (60) day period
     referred to in Section 12 of the Second Amendment Agreement shall have
     commenced and not have expired;

          (d) Limits-- no Subordinated Loan Tranche Advance shall be made if the
     dollar limits under Paragraph 2 hereof would be exceeded after giving
     effect to such Advance;

          (e) Representations - the warranties and representations contained in
     this Statement of Intention and Agreement and in the Amended LSA shall be
     true in all material respects as of date of the making of such Subordinated
     Loan Tranche Advance;

          (f) Other Actions - All actions taken in connection with such
     Subordinated Loan Tranche Advance shall be reasonably satisfactory to the
     Special Subordinated Lender and its counsel and no event or circumstance
     shall have occurred which, in the reasonable opinion of the Special
     Subordinated Lender, is reasonably likely to have a material adverse effect
     on GSRP, any of the Projects or the ability of GSRP to pay in full the
     Subordinated Loan Tranche Obligations; and

     11.  Attachment 6.  Attachment 6 of the Existing SOI is hereby amended and
restated in its entirety as follows:

          (a) If a Default or Event of Default under the Amended LSA shall
     exist, no payment of any Subordinated Loan Tranche Obligation (other than
     Cash Interest Payments) shall be made for so long as any Obligation under
     the Amended LSA (other than Subordinated Loan Tranche Obligations and the
     Payment Sales Fees; such Obligations other than the Subordinated Loan
     Tranche Obligations and Payment Sales fee are referred to in this
     Attachment as the "Senior Obligations") shall be outstanding.

          (b) Intentionally Omitted.


                                       12
<PAGE>

          (c) To the extent that a Lien in and to the Collateral under the
     Amended LSA secures, in whole or part, a Subordinated Loan Tranche
     Obligation, such Lien (to the extent of such Subordinated Loan Tranche
     Obligation) shall be junior and subordinate to any Lien in such Collateral
     that secures a Senior Obligation, subject, in each case, to the cash
     proceeds of such Collateral being used to pay the Cash Interest Payments as
     provided for in Section 8 of the Seventh Amendment Agreement.

          (d) In the event of

               (i) any insolvency or bankruptcy case or proceeding under the
          Federal Bankruptcy Code or any state bankruptcy or similar law, or any
          receivership, liquidation, arrangement, relief, reorganization or
          other similar case or proceeding in connection therewith, relative to
          the Borrower or to its assets, or

               (ii) any liquidation, dissolution, reorganization, compromise,
          arrangement, adjustment, protection, composition, relief or other
          winding up of the Borrower or its debts, whether voluntary or
          involuntary and whether or not involving any insolvency or bankruptcy
          or any case or proceeding of any kind, or

               (iii) any assignment for the benefit of creditors or any other
          marshaling of assets and liabilities of the Borrower,


     then and after each such event the Senior Obligations shall be entitled to
     receive payment in full in cash of all amounts due or to become due thereon
     or in respect thereof before any payments are made in respect of the
     Subordinated Loan Tranche Obligations or any distribution of any kind or
     character (whether in cash, securities or other property) is made in
     respect of the Subordinated Loan Tranche Obligations (other than with
     respect to the Cash Interest Payments, which shall be pari passu with the
     rights of the Lenders in respect of the Steamboat Project to receive
     payments in respect of their Steamboat Obligations), and, to that end, it
     is hereby agreed that, after any such event, all payments or distributions
     (whether in cash, securities or other property) in respect of the
     Subordinated Loan Tranche Obligations (other than with respect to the Cash
     Interest Payments) shall be paid over or delivered for application to the
     Senior Obligations. The holders of the Subordinated Loan Tranche
     Obligations shall duly and promptly take such action as is reasonably
     necessary to file appropriate claims or proofs of claims in any such
     proceedings referred to in this clause and to execute and deliver such
     other instruments and take such other actions as may be reasonably
     necessary to prove or realize upon such claims and to have the proceeds of
     such claims paid as provided in this clause, and, in the event that the
     holders of Subordinated Loan Tranche Obligations shall not have made any
     such filing on or prior to the date 14 days before the expiration of the
     time for such filing or shall not have timely executed or delivered any
     such other instruments and taken such other actions, the holders of Senior
     Obligations are each hereby irrevocably authorized and empowered (but shall
     have no obligation) to, as the agent and attorney-in-fact for the holders
     of the Subordinated Loan Tranche Obligations for the specific and limited
     purpose set forth in this clause, file such proof of claim for or on behalf
     of such holders of Subordinated Loan Tranche Obligations, execute and
     deliver such other instruments for or on behalf of such holders and take
     such other action necessary under applicable law to collect any amounts due
     in respect of such claim in such proceeding.

          (e) In the event that, notwithstanding the provisions of this
     Attachment and in contravention thereof, the Borrower shall make, or the
     holders of Subordinated Loan Tranche Obligations shall receive or retain,
     any payment or distribution of the Borrower's assets of any kind or



                                       13
<PAGE>

     character, whether in cash, securities or other property, then and in such
     event such payment or distribution shall be received and held by such
     holder in trust for the benefit of the holders of the Senior Obligations
     and shall be paid over or delivered to such holders of Senior Obligations
     for application to the payment to the Senior Obligations, provided that
     nothing in this clause (e) shall apply to the Cash Interest Payments.

          (f) No right of any holder of Subordinated Loan Tranche Obligations to
     enforce its rights in respect of the Subordinated Loan Tranche Obligations
     shall at any time or in any way be prejudiced or impaired by any act or
     failure to act on the part of such holder, or by any non-compliance by GSRP
     with the terms, provisions and covenants of this Attachment, regardless of
     any knowledge thereof that such holder may have or be otherwise charged
     with. Nothing herein shall prohibit or prevent any holder of Subordinated
     Loan Tranche Obligations from enforcing any right or remedy hereunder or at
     law or equity in respect of Subordinated Loan Tranche Obligations (subject
     to the obligations hereunder of such holder to turn over the net proceeds
     therefrom to the holders of the Senior Obligations).

          (g) Without in any way limiting the generality of the foregoing
     paragraph, the holders of the Senior Obligations may, at any time and from
     time to time (without the consent of or notice to any holder of
     Subordinated Loan Tranche Obligations, without incurring responsibility to
     the holders of Subordinated Loan Tranche Obligations, without impairing or
     releasing the subordination provided in this Attachment and without
     releasing the obligations hereunder of GSRP or any such holder of
     Subordinated Loan Tranche Obligations), (1) amend or modify in any way or
     manner any payment, provision, document or covenant relating to the Senior
     Obligations (whether or not such payment, provision, document or covenant
     also relates to the Subordinated Loan Tranche Obligations), (2) sell,
     exchange, release or otherwise deal with any Property pledged, assigned or
     mortgaged to secure, or otherwise securing, the Senior Obligations, or any
     guarantee of the Senior Obligations (whether or not such property also
     relates to the Subordinated Loan Tranche Obligations); and (3) exercise or
     refrain from exercising any rights against GSRP, the Collateral under the
     Existing LSA and any other Person (whether or not such rights also relate
     to the Subordinated Loan Tranche Obligations), provided that nothing in
     this sentence shall authorize such holders to modify any rights that the
     Special Subordinated Lenders may have under Section 8 of the Seventh
     Amendment Agreement without its prior written consent. The Borrower and
     each other holder of Subordinated Loan Tranche Obligations waive any right
     to require the holders of the Senior Obligations to marshal any assets in
     favor of the holders of Subordinated Loan Tranche Obligations or against or
     in payment of any or all of the Senior Obligations.

          (h) No holder of Subordinated Loan Tranche Obligations shall be
     subrogated to the rights of any holder of Senior Obligations to receive
     payments and distributions of cash, securities or other property applicable
     to the Senior Obligations until all amounts payable for or on account of
     the Senior Obligations shall have been indefeasibly paid in full.

          (i) The provisions of this Attachment shall continue to be effective
     or be reinstated, as the case may be, if at any time any payment of any
     Senior Obligations is rescinded or must otherwise be returned by the
     holders thereof upon the insolvency, bankruptcy or reorganization of the
     Borrower or otherwise, all as though such payment had not been made.

          (j) Each holder of Subordinated Loan Tranche Obligations, by its
     acceptance thereof, agrees to take such action as may be reasonably
     necessary or appropriate to effectuate, as among the holders of Senior
     Obligations, the holders of Subordinated Loan Tranche Obligations and the


                                       14
<PAGE>

     Borrower, the subordination provided in this Attachment.

          (k) The provisions of this Attachment may not be amended, modified or
     waived without the prior written consent of the holders of Senior
     Obligations. The provisions set forth in this Attachment constitute a
     continuing agreement and shall (A) be and remain in full force and effect
     at any time, and from time to time, during which any Senior Obligation
     shall remain outstanding, (B) be binding upon the Borrower and each holder
     of Subordinated Loan Tranche Obligations and their respective successors,
     transferees and assigns, and (C) inure to the benefit of, and be
     enforceable, in accordance with the terms hereof, directly by, the holders
     of Senior Obligations and their respective successors, transferees and
     assigns, against each holder of Subordinated Loan Tranche Obligations and
     the Borrower.

     12. Waiver. Upon this Third Amendment Agreement becoming effective on the
Third Amendment Effective Date and subject to the proviso to this sentence, each
Default and/or Event of Default existing on the Third Amendment Effective Date
and arising from or otherwise in respect of (a) the failure of GSRP to make
principal payments under the Existing LSA such that the aggregate outstanding
principal balance of the Advances under the Existing LSA would not exceed
$30,000,000 by June 29, 2003, as provided for in Section 2.5(c)(iii) of the
Existing LSA, (b) the failure of GSRP to make principal payments under the
Existing LSA such that the aggregate outstanding principal balance of the
Advances under the Existing LSA would not exceed $25,000,000 by June 30, 2003,
as provided for in Section 2.5(c)(iii) of the Existing LSA, and (c) the failure
of GSRP to make principal payments under the Existing LSA such that the
aggregate outstanding principal balance of the Advances under the Existing LSA
would not exceed $20,000,000 by June 30, 2003, as provided for in Section
2.5(c)(iii) of the Existing LSA are, in each case, hereby waived. No other
Default or Event of Default (whether occurring prior to the date hereof or
hereafter) shall be deemed waived, and the Special Subordinated Lender reserves
all of its rights and remedies under the Amended LSA, the other Security
Documents, the Amended SOI, at law and in equity with respect thereto.

     13. Miscellaneous Amendments. Each reference to "$10,000,000" in the
Existing SOI and the Collateral Assignment of Free and Clear Proceeds, dated as
of July 25, 2000, as amended, is hereby amended to be "10,600,000." Attachment 4
to the Existing SOI is hereby amended and restated in its entirety as set forth
on Schedule 1 attached hereto.

     14. Representations and Warranties. GSRP hereby represents and warrants as
of the date hereof as follows, which representations and warranties are hereby
incorporated into and made part of the Amended SOI:

          14.1 Except as set forth in Schedule 2 hereto, each of the
     representations and warranties contained in Section 4 of the Existing SOI
     is true and correct as of the date hereof.

          14.2 Except with respect to the Permitted Exceptions, all Liens
     granted to TFC under the Existing SOI and the other Security Documents are
     duly granted, valid, perfected and prior in right to all other Liens that
     now or hereafter may be granted to or held by any other Person.

          14.3 The execution and delivery of this Third Amendment Agreement, the
     Seventh Amendment Agreement, the Modification Documents and the other
     documents and instruments contemplated herein and in the Seventh Amendment
     Agreement, and compliance by GSRP with all of the provisions of this Third
     Amendment Agreement, the Existing SOI, as amended hereby, and each of the
     other documents set forth above are:


                                       15
<PAGE>

               (i) within the corporate powers of GSRP;

               (ii) valid and legal acts and will not conflict with, or result
          in any breach in any of the provisions of, or constitute a default
          under, or result in the creation of any Lien upon any Property of GSRP
          under the provisions of, any agreement, charter instrument, bylaw or
          other instrument to which GSRP is a party or by which its Property may
          be bound.

          14.4 Neither the nature of GSRP, nor of any of its businesses or
     Properties, nor any relationship between GSRP and any other Person, nor any
     circumstance in connection with the execution or delivery of this Third
     Amendment Agreement and the other documents contemplated in connection
     herewith, nor the operation of any Project and the sale, or offering for
     sale, of any Quartershare Interest of any of the Projects by GSRP, is such
     as to require a consent, approval or authorization of, or filing,
     registration or qualification with, any governmental authority on the part
     of GSRP, as a condition of the execution, delivery or performance of this
     Third Amendment Agreement, the Seventh Amendment Agreement, and the other
     documents contemplated in connection herewith.

          14.5 GSRP will not be, on or after the date hereof, a party to any
     contract or agreement which restricts its right or ability to incur
     indebtedness under, or prohibits the execution of, or compliance with, this
     Third Amendment Agreement by GSRP. GSRP has not agreed or consented to
     cause or permit in the future (upon the happening of a contingency or
     otherwise) any of its Property constituting the Collateral, whether now
     owned or hereafter acquired, to be subject to a Lien other than Permitted
     Exceptions and all Liens in favor of TFC in respect of such Collateral
     remain in full force and effect.

          14.6 GSRP is not entering into this Third Amendment Agreement and the
     transactions contemplated hereby, and does not intend to incur any
     obligations hereunder or otherwise make any transfers in connection
     herewith, with the actual intent to hinder, delay or defraud either present
     or future creditors. After giving effect to the consummation of the
     transactions contemplated by this Third Amendment Agreement and the making
     of the advances contemplated hereunder, (a) the assets of GSRP at a fair
     valuation thereof on a going concern basis will not be less than its debts,
     (b) GSRP is not currently engaged in or about to engage in a business or
     transaction for which its remaining assets are unreasonably small in
     relation to such business or transaction, and (c) GSRP will be able to pay
     its respective debts as they become due. "Debt" for purposes of this
     Section 14.6 means any liability on a claim, and "claim" means (i) any
     right to payment, whether or not such right is reduced to judgment,
     liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
     undisputed, legal, equitable, secured or unsecured, or (ii) any right to an
     equitable remedy for breach of performance if such breach gives rise to a
     right to payment, whether or not such right to an equitable remedy is
     reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
     unmatured, disputed, undisputed, legal, equitable, secured or unsecured.

          14.7 After giving effect to this Third Amendment Agreement, no Default
     or Event of Default has occurred or is continuing, nor does any event or
     condition exist that would constitute a Default or an Event of Default. No
     material adverse change has occurred in or in respect of the Collateral or
     any one or more of the Projects that has not been disclosed to TFC. The
     Obligations continue to be Senior Debt under, and as defined in, the ASC
     Indenture and no default or event of default exists under such Indenture
     and no defaults or events of default exist under any other agreement for
     indebtedness for borrowed money, any financing lease or any guaranty of any


                                       16
<PAGE>

     of the foregoing to which GSRP is a party. GSRP has not issued and is not
     otherwise obligated in respect of any obligation of the Parent, American
     Skiing Company or any subsidiary of American Skiing Company for
     borrowed-money indebtedness, other than its guaranty of the ASC Indenture,
     which by its own terms is junior and subordinated to the Obligations.

     15.  Conditions to Effectiveness. This Third Amendment Agreement shall
     become effective on the date (the "Third Amendment Effective Date") on
     which the parties hereto shall have executed this Third Amendment Agreement
     and each of the following conditions shall have been satisfied:

          15.1 Warranties and Representations True as of First Amendment
     Effective Date. The warranties and representations contained or referred to
     in this Third Amendment Agreement shall be true in all material respects on
     the Third Amendment Effective Date with the same effect as though made on
     and as of that date. TFC shall have received a certificate, in form and
     substance satisfactory to TFC, dated as of the Third Amendment Effective
     Date, signed by an Executive Vice-President or Vice President of GSRP and
     certifying that the warranties and representations of GSRP contained in
     this Third Amendment Agreement are true in all material respects on the
     Third Amendment Effective Date.

          15.2 Secretary's Certificates.

          TFC shall have received a certificate of the Secretary or any
     Assistant Secretary of GSRP, in form and substance reasonably satisfactory
     to TFC, dated as of the Third Amendment Effective Date, certifying

               (i) the adoption by the Board of Directors of GSRP of a
          resolution authorizing GSRP to enter into this Third Amendment
          Agreement, the Seventh Amendment Agreement, and the transactions and
          instruments contemplated hereby and thereby, and

               (ii) the incumbency and authority of, and verifying the specimen
          signatures of, the officers of GSRP authorized to execute and deliver
          this Third Amendment Agreement, the Seventh Amendment Agreement, the
          Modification Agreements (referred to below), and the other documents
          contemplated hereunder.

          15.3 Certificate. GSRP shall have delivered to TFC a legal opinion
     from its General Counsel in form and substance reasonably satisfactory to
     TFC.

          15.4 Expenses. GSRP shall have paid all fees and expenses required to
     be paid by it pursuant to Section 6(c) of Existing SOI pursuant to invoices
     or other bills submitted to GSRP.

          15.5 Seventh Amendment Agreement. The Seventh Amendment Agreement
     shall be in full force and effect.

          15.6 Proceedings. All actions taken in connection with the execution
     of this Third Amendment Agreement and all documents and papers relating
     thereto shall be satisfactory to TFC and its counsel. TFC and its counsel
     shall have received copies of such documents and papers as it or such
     counsel may reasonably request in connection therewith, all in form and
     substance satisfactory to TFC and its counsel.


                                       17
<PAGE>

          15.7 Other Documents.

               (a) GSRP shall have executed and delivered to TFC

                    (A) the modification agreement to the Canyons Blanket
               Mortgage and the Canyons Assignment of Rents, in form and
               substance satisfactory to TFC, and

                    (B) the modification agreement to the Steamboat Blanket
               Mortgage and the Steamboat Assignment of Rents, in form and
               substance satisfactory to TFC and

               (b) GSRP shall have delivered to TFC title insurance endorsements
          to the Title Insurance Policy {Blanket} in respect of the Canyons and
          Steamboat Projects in form and substance satisfactory to TFC.

     16.  Miscellaneous.

          16.1 This Third Amendment Agreement shall be binding upon and inure to
     the benefit of the parties hereto and their respective successors and
     permitted assigns.

          16.2 This Third Amendment Agreement shall be governed by the internal
     laws of the State of Maine. To the extent any provision of this Third
     Amendment Agreement is not enforceable under applicable law, such provision
     shall be deemed null and void and shall have no effect on the remaining
     portions of this Third Amendment Agreement.

          16.3 The titles of the Sections appear as a matter of convenience
     only, do not constitute a part hereof and shall not affect the construction
     hereof. The words "herein," "hereof," "hereunder" and "hereto" refer to
     this Third Amendment Agreement as a whole and not to any particular Section
     or other subdivision.

          16.4 All warranties, representations and covenants made by GSRP herein
     or in the Existing SOI or in any certificate or other instrument delivered
     by it or on its behalf under this Agreement or in the Existing SOI shall be
     considered to have been relied upon by TFC and shall survive the execution
     and delivery of this Third Amendment Agreement.

          16.5 Except as explicitly amended by, or otherwise provided for in,
     this Third Amendment Agreement , the Existing SOI, the Notes and the other
     Security Documents remain in full force and effect under their respective
     terms as in effect immediately prior to the effectiveness of this Third
     Amendment Agreement, and GSRP hereby affirms all of its obligations
     thereunder.

          16.6 This Third Amendment Agreement may be executed in any number of
     counterparts, each of which shall be an original but all of which together
     shall constitute one instrument. Each counterpart may consist of a number
     of copies hereof, each signed by less than all, but together signed by all,
     of the parties hereto. This Third Amendment Agreement may be executed in
     counterpart by facsimile signature, which signatures shall be treated as,
     and shall have the effect of original and manually executed signatures.


                                       18
<PAGE>

          16.7 GSRP hereby releases, remises, acquits and forever discharges the
     Administrative Agent and TFC and their respective employees, agents,
     representatives, consultants, attorneys, fiduciaries, servants, officers,
     directors, partners, predecessors, successors and assigns, subsidiary
     corporations, parent corporations, and related corporate divisions (all of
     the foregoing hereinafter called the "Released Parties"), from any and all
     actions and causes of action, judgments, executions, suits, debts, claims,
     demands, liabilities, obligations, damages and expenses of any and every
     character, whether known or unknown, fixed or contingent, asserted or
     unasserted, direct or indirect, at law or in equity, of whatsoever kind or
     nature, whether heretofore or hereafter arising for or because of any
     matter or things done, omitted or suffered to be done by any of the
     Released Parties prior to and including the date of execution hereof,
     arising out of or in any way connected with (a) the SOI, the Amended LSA,
     the Steamboat Note of TFC or the other Notes or Security Documents, as
     amended from time to time (including, without limitation, this Third
     Amendment Agreement and the Seventh Amendment Agreement) and (b) the
     Subordinated Loan Tranche (all of the foregoing hereinafter called the
     "Released Matters"). GSRP hereby acknowledges that the agreements set forth
     in this Third Amendment Agreement are intended to be in full satisfaction
     of all or any alleged injuries or damages arising in connection with the
     Released Matters. GSRP hereby represents and warrants to Administrative
     Agent and TFC that GSRP has not purported to transfer, assign or otherwise
     convey any of its right, title or interest in any Released Matter to any
     other person and that the foregoing constitutes a full and complete release
     of all Released Matters.

          16.8 The parties hereto agree that the Existing SOI, as amended
     hereby, and the Amended LSA, as amended by the Seventh Amendment Agreement,
     are intended to be one instrument and agreement, subject to the terms and
     conditions hereof and thereof.

          16.9 The Administrative Agent agrees, contemporaneously with the Third
     Amendment Effective Date, to send to the "Bank Depository" and the "Bank
     Agent" (as such terms are defined in the Steamboat Cash Pledge Agreement) a
     certificate certifying that the Steamboat Cash Pledge Agreement has
     terminated.



















   [Remainder of page intentionally left blank. Next page is signature page.]

                                       19
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Third Amendment
Agreement as of the day and year first above written.

GSRP:                                        TFC:

GRAND SUMMIT RESORT                          TEXTRON FINANCIAL
PROPERTIES, INC.                             CORPORATION




By: /s/Helen E. Wallace                      By: /s/Alicia-Ann J. Duncanson
-----------------------                      ------------------------------
Name:  Helen E. Wallace                      Name:  Alicia-Ann J. Duncanson
Title: CFO/Sr.VP                             Title: AVP-Loan Manager




The undersigned confirms that all indebtedness of GSRP owing to the undersigned
is junior and subordinate to all indebtedness of GSRP owing to TFC under the
Amended SOI pursuant to that certain Subordination Agreement dated as of
September 1, 1998, as amended. All of such indebtedness of GSRP owing to TFC
under the Amended SOI shall qualify as "Senior Debt" under the Amended SOI.


AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.



By: /s/Helen E. Wallace
-----------------------
Name:  Helen E. Wallace
Title: CFO/Sr.VP


                                       20