AMENDED AND RESTATED FORBEARANCE AGREEMENT

         THIS AMENDED AND RESTATED FORBEARANCE  AGREEMENT  ("Agreement") is made
as of the 20th day of  April,  1999,  between  AMERICAN  SKIING  COMPANY  RESORT
PROPERTIES,  INC., a Maine  corporation  ("Borrower")  and BANKBOSTON,  N.A., as
agent ("Agent");

                                   WITNESSETH:

         IN  CONSIDERATION of Ten and No/100 Dollars ($10.00) and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  undersigned  Agent and Borrower hereby covenant and agree as
follows:

1.       Definitions:


         "Advance(s)" means any disbursement of any proceeds of the Loan.

          "BkB" means  BankBoston,  N.A. in its  individual  capacity and not as
Agent.

         "Borrower  Subsidiary"  means Grand Summit Resort  Properties,  Inc., a
Maine  corporation,  any other  subsidiary of the Borrower or any  subsidiary of
Grand Summit Resort Properties, Inc.

         "Canyons  Condominium" means the condominium project under construction
at The Canyons  affected by the  Permitted  Construction  Loan entered into with
Keybank,  N.A.  dated as of December  18, 1998,  including  all  amendments  and
modifications thereto.

         "Canyons Condominium Amount" means the amount designated on the Revised
Budget to be funded with respect to the Canyons Condominium.

         "Canyons Grand Summit Project" means as defined in Section 3.

         "Consultant" means as defined in Section 8.

         "First  Amendment"  means the First  Amendment  Agreement  Re: Loan And
Security  Agreement  among Grand Summit,  Textron and Green Tree and the Lenders
listed therein,  dated as of April 5, 1999, a copy of which is annexed hereto as
Exhibit "A".

         " Full  Syndication  of the Textron  Loan" means the  occurrence of the
Full Syndication Date as defined in the First Amendment.



<PAGE>



          "Grand  Summit " means Grand Summit Resort  Properties,  Inc., a Maine
corporation.

         "Green Tree" means Green Tree Financial Servicing Corporation.

         "March 8 Forbearance  Agreement" means the Forbearance  Agreement dated
March 8, 1999 between Agent and Borrower.

         "Potential Events of Default" means as defined in Section 2.

         "Projects" means as defined in Section 3.

         "Revised  Budget"  means  the  budget  for  the  Projects  and  for the
operations  of the  Borrower  attached  hereto  as  Exhibit  "B" and made a part
hereof.

         "Steamboat Project Advance  Commitment" means the commitment by Textron
to advance not less than  $12,000,000  during the  Syndication  Period under the
Textron Loan with respect to the funding of the cost of  improvements  and other
matters set forth on the  Revised  Budget with  respect to the  Steamboat  Grand
Summit  Project,  all in accordance  with the terms and  conditions of the First
Amendment.

         "Steamboat Grand Summit Project" means as defined in Section 3.

         "Syndication  Period"  means the period  commencing  with even date and
continuing to and through the earliest of: (i) July 6 1999; (ii) the termination
of the Forbearance  provided in Section 4 hereof; or (iii) the occurrence of the
Full Syndication Date (as such term is defined in the First Amendment).

         "Textron" means Textron Financial Corporation.

         "Textron  Loan"  means the  existing  $145,000,000.00  credit  facility
provided by Textron and Green Tree in favor of Borrower  Subsidiary with respect
to the  financing of the Projects  dated as of September 1, 1998,  including all
amendments and modifications thereto.

          All terms not  otherwise  defined  herein  shall have the  meaning set
forth in the Amended and Restated  Credit  Agreement dated as of January 8, 1999
between Borrower and Agent (as amended or modified, the "Credit Agreement").



<PAGE>


2.  Acknowledgment  of Default:  Borrower  hereby  acknowledges  and agrees that
certain  Defaults  exist  including,  without  limitation,  the  breach  of  the
representation  and  warranty set forth at Section  5.28 and the  covenants  set
forth at Sections 6.12 8.1 and 9.19 of the Credit  Agreement.  The breach of the
foregoing  representation  and warranty and covenants are hereby  referred to as
the "Potential Events of Default."


3. Cure of Potential Events of Default: Borrower agrees to diligently pursue the
cure of the Potential Events of Default during the Syndication Period.  Borrower
acknowledges  and  recognizes  that the cure of the Potential  Events of Default
shall  mean  the  closing  of  financial  facilities  in an  amount  and  having
conditions sufficient to cause the warranty set forth at Section 5.28 to be true
and  correct in all  respects  and the  Borrower  to be in  compliance  with the
covenants at Sections 6.12 and 9.19.  Said  differently,  during the Syndication
Period,  Borrower shall diligently pursue obtaining and closing construction and
mezzanine loans sufficient,  when combined with the proceeds of the Loan, (i) to
fund the  Revised  Budget in its  entirety  and to fiend the  completion  of the
project generally referred to as Grand Summit at Steamboat,  Steamboat, Colorado
("Steamboat  Grand  Summit  Project")  and the project  referred to as the Grand
Summit at the Canyons, Park City, Utah ("Canyons Grand Summit Project," and with
the Steamboat Grand Summit Project,  collectively  the "Projects") in accordance
with the plans and specifications  previously  approved by Textron as agent with
respect to the Permitted  Construction  Loan for such Projects and (ii) to repay
the  $3,044,713  Advance made on or about March 8, 1999 by Agent to Borrower for
disbursement to Grand Summit.  The foregoing  $3,044,713 amount may, at the sole
option of BkB,  rather than being applied  immediately  to the repayment of said
Advance, be deposited directly in the General Cash Collateral Account.


4. Forbearance: During the Syndication Period, Agent agrees to forebear from (i)
declaring an Event of Default, (ii) accelerating the Maturity of the Loan, (iii)
foreclosing on the Collateral or (iv) exercising any offset rights under Section
12.2 of the Credit Agreement; provided that such forbearance shall automatically
terminate if any of the following occurs:


                  (a) (i) the  declaration  of a Default  or an Event of Default
under the Textron  Loan; or (ii) the failure to fund at least  eighty-five  (85)
percent of a requested  advance of the Steamboat  Project Advance  Commitment by
the tenth  (10th ) day of the month  following  the month in which a request for
funding  was made  unless  approved  by Agent;  or (iii) the giving of notice to
either  Grand  Summit or the Agent that a funding of less than  eight-five  (85)
percent of a requested advance will occur or that no further advances will occur
under the Steamboat Project Advance Commitment.

          (b)  The  Borrower  or any  Borrower  Subsidiary  is  involved  in any
"financial  difficulties"  as  set  forth  in  Section  12.1(e)  of  the  Credit
Agreement;



<PAGE>


                  (c) The Borrower or any Borrower Subsidiary asserts any claim,
action,  cause  of  action,   counterclaim,   or  allegation  in  litigation  or
arbitration against the Agent; or

                  (d) Borrower breaches any term, provision or condition of this
Agreement.

5. Revised Budget and Disbursement Procedures.  Borrower and Lender hereby agree
that  disbursements  with respect to the remaining proceeds of the Loan shall be
governed  by  the  Revised  Budget.   Furthermore,   Borrower  agrees  that  all
disbursements of the Steamboat Project Advance Commitment shall also be governed
by the  Revised  Budget.  Borrower  agrees not to and shall  cause all  Borrower
Subsidiaries  not to modify the Revised Budget or any other term or condition of
the Textron Loan Documents without the prior consent of the Agent.


         From and after even date,  all Advances  shall be made pursuant to such
disbursement procedures as the Agent may designate.  Agent hereby designates the
following  conditions  precedent to Advances of the Loan which must be satisfied
and which shall apply solely during the Syndication Period:

          1. This Agreement shall be in full force and effect;

          2. The forbearance provided in Section 4 hereof shall be in effect and
shall not have been terminated;

         3. Borrower shall have submitted to the Agent evidence  satisfactory to
the Agent which establishes:

                  (a)      the  categories  of the Revised  Budget are, and will
                           continue to be after the Advance,  sufficient to fund
                           the purposes for which they are established; and

                  (b)      previous  Advances  of the Loan have been paid to the
                           payees for the purposes  for which the Advances  were
                           made.

         4. The draw request is on a form  established by the Agent for the draw
request:

          5. The conditions  precedent to advances with respect to the Steamboat
Project  Advance  Commitment set forth on Schedule I to the First  Amendment are
applicable to advances being made  thereunder.  Nothing  contained  herein shall
preclude Textron from waiving any such conditions precedent.


<PAGE>


         The  disbursement  procedures shall include but shall not be limited to
the  disbursement of all Advances to such title  insurance  company as the Agent
may designate with the requirement  that the  disbursements  be made directly to
the identified payee for such disbursement.

         The  Borrower  shall not be entitled to receive any Advance  during the
pendency  of any of the  following:  (i) the  forbearance  provided in Section 4
hereof is not in full force and effect for any reason or (ii)  eighty  five (85)
percent of any requested advance of the Steamboat Project Advance  Commitment is
not  funded  on or before  the last day of the  month in which it is  requested.
Furthermore,  the  Borrower  shall not be entitled to receive any Advance of the
Canyons  Condominium Amount until the Agent has determined (which  determination
may require  written  assurance in form and  substance  acceptable to the Agent)
that the Permitted  Construction Loan with respect to the Canyons Condominium is
in full force and effect and the lender  thereunder  will  immediately  fund the
proceeds of such Permitted  Construction Loan  simultaneously  with the proposed
advance by Agent.

6. Cash and  Proceeds  Procedure:  Borrower  agrees that during the  Syndication
Period and thereafter if a Default exists all of the following shall be governed
by Section 12.3.2 of the Credit Agreement:


          (a) All cash receipts of the Borrower other than Advances of any loan,

          (b) All  proceeds  of any lease in which the  Borrower  is the  lessor
including any operating lease with American Ski; and

          (c) All Net Proceeds from the sale of any real or personal property of
the Borrower.

         Borrower  acknowledges and agrees that: (i) the provisions of Section 4
hereof do not limit or otherwise waive  performance of the provisions of Section
12.3.2 of the Credit  Agreement and (ii) the  provisions of Section 12.3.2 shall
govern in all respects during the Syndication Period and thereafter if a Default
exists.



<PAGE>


         Borrower and Agent hereby  acknowledge that the following cash proceeds
of Grand  Summit are subject to a cash  collateral  agreement  with Textron and,
therefore,  shall be subject to the terms of this  section only upon the release
of such funds by  Textron:  (i) all  proceeds  of the  Textron  Loan;  (ii) cash
proceeds of Grand Summit of the Projects  which are  collateral  for the Textron
Loan; and (iii) all proceeds from the sale of consumer receivables to Textron or
an affiliate  thereof by Grand Summit arising from the factoring of contracts by
Grand Summit with respect to the  Projects.  Borrower  hereby  warrants that the
liquidity  covenant in the Textron Loan requires  $2,000,000.00  of cash or cash
equivalents  to  be  retained  at  Grand  Summit  as a  condition  precedent  to
distribution or payment of cash or cash equivalents to the Borrower. All amounts
over and above the amounts described above shall continue to be characterized as
Subsidiary  Available  Cash  and be  subject  to the  provisions  of the  Credit
Agreement with respect thereto.

7. Third Party Financial  Consultant:  Borrower agrees that the Agent shall have
the  right  to  the  immediate   engagement  of  a  financial   consultant  (the
"Consultant")  on behalf of the Agent at the Agent's choice and  discretion,  to
advise Agent with respect to the Borrower,  the Projects,  the administration of
the Credit  Agreement  and such other matters as the Agent may from time to time
determine to be appropriate. The scope of the engagement of the Consultant shall
include  but shall not be limited  to: (i)  review of the cost to  complete  the
Projects  and the  adequacy of the funds in the  Revised  Budget and other funds
committed for the  construction  of the  improvements;  (ii) periodic  review of
categories  in  the  Revised  Budget  and  variances  therefrom;  (iii)  monthly
compliance review of financial covenants in the Credit Agreement;  and (iv) cash
flow  analysis  of the  Borrower.  The Agent shall also have the right to retain
such  inspecting  agents as it may deem  appropriate  to monitor  Advances  with
respect to the Projects.  All fees and out of pocket  expenses of the Consultant
and any inspecting  agent which may also be engaged by or on behalf of the Agent
shall be promptly paid by the Borrower, and otherwise shall be recoverable costs
and expenses in accordance with Section 16.5 of the Credit  Agreement.  Borrower
agrees to provide the  Consultant  and any  inspecting  agent full and  complete
access to the Borrower, the Borrower Subsidiary,  the Projects, the officers and
employees of same and all  financial and  construction  related  information  of
same.


          8.  Warranty:  Borrower  warrants  and  represents  to Agent  that the
warranty  set forth at  Section 7 of the March 8  Forbearance  -----------------
Agreement remains true and correct as of even date.


9. Amendment of Credit Agreement:  This Agreement shall amend any contrary terms
and conditions of the Credit Agreement.


10.  Release:   As  a  condition   precedent  to  the   effectiveness   of  this
Agreement,Borrower,  Borrower  Subsidiary  and  American  Skiing  Company  shall
execute and  deliver to the Agent on even date a general  release of all claims.
actions, causes of actions, counterclaims and liabilities whatsoever in form and
substance satisfactory to the Agent.




<PAGE>


11.  Bankruptcy  Relief:  Agent is and  shall be  entitled  to  relief  from the
automatic stay pursuant to 11 U. S.C. ss. 362(d) to pursue all of its rights and
remedies under the Credit  Agreement,  Lender  Agreements and this Agreement and
relevant  state law.  Borrower shall consent to and shall not oppose relief from
the automatic stay without condition to permit Agent to pursue all of its rights
and remedies under the Credit  Agreement,  Lender  Agreements and this Agreement
and relevant state law.


12. Third Party  Beneficiaries:  Borrower hereby agrees that any Lender that may
enter  into the Credit  Agreement  from time to time  shall  automatically  be a
beneficiary of this Agreement  without the execution of any further documents by
Borrower.


13.  Further  Assurances:  At any time and from time to time,  upon  request  of
Agent,  Borrower shall make,  execute and deliver or cause to be made,  executed
and  delivered  to Agent any and all  documents,  including  but not limited to,
modifications  to the Credit  Agreement,  which documents may, in the reasonable
opinion of Agent,  be necessary or desirable in order to  effectuate,  complete,
evidence,  or perfect (a) the obligations of Borrower under this Agreement,  and
(b) the lien and security interests described herein.


14. Time of Essence: Time is of the essence in this Agreement.


15. Governing Laws: This Agreement shall be governed by the laws of the State of
Georgia.


16. Counterparts: This Agreement may be executed in multiple counterparts.


17. Amendment and  Restatement:  This Agreement amends and restates but does not
terminate the March 8 Forbearance Agreement. ----------------------------------


18. Loan Documents:  This Agreement and the March 8 Forbearance  Agreement shall
be considered a Loan Document for all purposes and when taken  together with the
other Loan  Documents  reflects  the entire  understanding  of the parties  with
respect to the transactions contemplated hereby and shall not be contradicted or
qualified by any other agreement, oral or written, before the date hereof.


19.  Effectiveness:  This  Agreement  shall  not be  effective  until  the First
Amendment becomes effective.




<PAGE>


         IN WITNESS WHEREOF, the undersigned Borrower has caused this instrument
to be  executed  by its duly  authorized  corporate  officer  and its seal to be
affixed hereto as of the day and year first above written.

                                 AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.


                                  By:  /s/ Christopher E. Howard
                                     ----------------------------------------
                                      Christopher Howard
                                      Executive Vice President




<PAGE>



         IN WITNESS WHEREOF, the undersigned Agent has caused this instrument to
be  executed by its duly  authorized  officer as of the day and year first above
written.


                                 BANKBOSTON, N.A. as Agent


                                  By: /s/ Paul F. DiVito
                                     -----------------------------------------
                                      Paul F. Divito
                                      Managing Director




























        SIGNATURE PAGE TO THE AMENDED AND RESTATED FORBEARANCE AGREEMENT