THIRD AMENDMENT TO CREDIT AGREEMENT


                            Dated as of March 3, 1999


                                      Among

                                    ASC UTAH
                                 ASC WEST, INC.
                       STEAMBOAT SKI & RESORT CORPORATION
                        STEAMBOAT DEVELOPMENT CORPORATION
                    HEAVENLY VALLEY SKI & RESORT CORPORATION
                              HEAVENLY CORPORATION
                      HEAVENLY VALLEY, LIMITED PARTNERSHIP
                                  as Borrowers,


                            AMERICAN SKIING COMPANY,
                                  as Guarantor,


                            THE LENDERS PARTY HERETO,

                                       and

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







<PAGE>


                       THIRD AMENDMENT TO CREDIT AGREEMENT


         This THIRD AMENDMENT TO CREDIT AGREEMENT is entered into as of March 3,
1999 by and among ASC UTAH, a Maine corporation ("ASC Utah"),  ASC WEST, INC., a
Maine corporation ("ASC West"),  STEAMBOAT SKI & RESORT CORPORATION,  a Delaware
corporation, STEAMBOAT DEVELOPMENT CORPORATION, a Delaware corporation, HEAVENLY
VALLEY SKI & RESORT CORPORATION, a Delaware corporation, HEAVENLY CORPORATION, a
Delaware  corporation,  HEAVENLY VALLEY,  LIMITED PARTNERSHIP,  a Nevada limited
partnership  of which  Heavenly  Valley Ski & Resort  Corporation  and  Heavenly
Corporation  own  all  of the  partnership  interests  (each  a  "Borrower"  and
collectively,  the  "Borrowers"),  AMERICAN SKIING COMPANY,  a Maine corporation
("American  Ski"),  the lenders from time to time party hereto (the  "Lenders"),
and BANKBOSTON, N.A., a national banking association, as Agent (the "Agent") for
the lenders from time to time party to the Credit Agreement referred to below.


                                    Recitals

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

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

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


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

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


<PAGE>

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

          Section 7.1 Ratio of Consolidated Total Debt to Consolidated EBITDA.

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

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

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

</TABLE>


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

<TABLE>
<CAPTION>

        Fiscal Quarter             Ratio                      Fiscal Quarter                     Ratio

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

                  Section  7.2  Ratio  of  Consolidated  Adjusted  Cash  Flow to
Consolidated Debt Service.  American Ski and its Restricted  Subsidiaries  shall
maintain  as of the end of each  fiscal  quarter,  commencing  with 2000  Fiscal



                                       2
<PAGE>

Quarter  2,  for the  four-quarter  period  ending  on such  date a ratio of (a)
Consolidated  Adjusted  Cash Flow to (b)  Consolidated  Debt Service of not less
than the following levels as of the end of each fiscal quarter indicated:

        Fiscal Quarter                         Ratio

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

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

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

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


                  Section 7.4       Minimum Consolidated Net Worth.

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

                            (b)   American   Ski  -  West  and  its   Restricted
                  Subsidiaries   shall   maintain   at  all  times  the  minimum
                  consolidated net worth  (excluding from assets  investments in
                  Unrestricted   Subsidiaries)  determined  in  accordance  with
                  generally  accepted  accounting  principles,  of not less than
                  $165,000,000.

                                       3
<PAGE>

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

                              Fiscal Quarter           Minimum EBITDA

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

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

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

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

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

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

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

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



                                       4
<PAGE>

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


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

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

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

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


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

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




                                       5
<PAGE>





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

                       ASC UTAH
                       ASC WEST, INC.
                       STEAMBOAT SKI & RESORT CORPORATION
                       STEAMBOAT DEVELOPMENT CORPORATION
                       HEAVENLY VALLEY SKI & RESORT CORPORATION
                       HEAVENLY CORPORATION


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


                       HEAVENLY VALLEY, LIMITED PARTNERSHIP 
                         Heavenly Corporation, its general partner


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

                      AMERICAN SKIING COMPANY, as Guarantor


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






                                       6
<PAGE>
                                           BANKBOSTON, N.A., as Agent

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



                                           BANKBOSTON, N.A.


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

                                     NORWEST BANK COLORADO, NATIONAL ASSOCIATION


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


                                          WELLS FARGO BANK, NATIONAL ASSOCIATION


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


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


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

                                          FIRST SECURITY BANK, N.A.


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

                                          FLOATING RATE PORTFOLIO

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


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

                                   MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

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


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



                                      MERRILL LYNCH PRIME RATE PORTFOLIO

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


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



<PAGE>



                                          VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                                          INCOME TRUST


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

                                           EATON VANCE SENIOR DEBT PORTFOLIO

                                        By:  Boston Management and Research, as
                                              Investment Advisor

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

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

                                          HOWARD BANK

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


                                          CAPTIVA II FINANCE, LTD.

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

                                           KZH-PAMCO LLC

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

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

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

                                           KZH III LLC

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

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

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


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

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


                                            MORGAN STANLEY SENIOR FUNDING, INC.

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

                                            OASIS COLLATERALIZED HIGH
                                              INCOME PORTFOLIOS-I, LTD.

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

<PAGE>



                  SCHEDULE 2                                           Exhibit A
               Pricing Schedule


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

<TABLE>
                      REVOLVING CREDIT ADVANCES                      TERM LOANS

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


</TABLE>

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

                        REVOLVING CREDIT ADVANCES                     TERM LOANS

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

</TABLE>


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


<PAGE>





                                    ASC UTAH
                                 ASC WEST, INC.
                       STEAMBOAT SKI & RESORT CORPORATION
                        STEAMBOAT DEVELOPMENT CORPORATION
                    HEAVENLY VALLEY SKI & RESORT CORPORATION
                              HEAVENLY CORPORATION
                      HEAVENLY VALLEY, LIMITED PARTNERSHIP
                                  as Borrowers,


                            AMERICAN SKIING COMPANY,
                                  as Guarantor,


                            THE LENDERS PARTY HERETO,

                                       and

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


                             Certificate of Officer

          Reference  is made to the Credit  Agreement  dated as of November  12,
1997, by and among ASC UTAH, a Maine corporation ("ASC Utah"), ASC WEST, INC., a
Maine corporation ("ASC West"),  STEAMBOAT SKI & RESORT CORPORATION,  a Delaware
corporation, STEAMBOAT DEVELOPMENT CORPORATION, a Delaware corporation, HEAVENLY
VALLEY SKI & RESORT CORPORATION, a Delaware corporation, HEAVENLY CORPORATION, a
Delaware  corporation,  HEAVENLY VALLEY,  LIMITED PARTNERSHIP,  a Nevada limited
partnership  of which  Heavenly  Valley Ski & Resort  Corporation  and  Heavenly
Corporation  own  all  of the  partnership  interests  (each  a  "Borrower"  and
collectively,  the  "Borrowers"),  AMERICAN SKIING COMPANY,  a Maine corporation
("American  Ski"),  the lenders from time to time party hereto (the  "Lenders"),
and BANKBOSTON, N.A., a national banking association, as Agent (the "Agent") for
itself and the other lenders from time to time party thereto, as amended through
the date hereof (the "Credit Agreement"). Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Credit Agreement.

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

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

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

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

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

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



                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


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


ASC UTAH
ASC WEST, INC.
STEAMBOAT SKI & RESORT CORPORATION
STEAMBOAT DEVELOPMENT CORPORATION
HEAVENLY VALLEY SKI & RESORT CORPORATION
HEAVENLY CORPORATION
HEAVENLY VALLEY, LIMITED PARTNERSHIP
as Borrowers,

AMERICAN SKIING COMPANY,
as Guarantor,

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