CONSENT UNDER THE AMENDED, RESTATED

                       AND CONSOLIDATED CREDIT AGREEMENT

                  CONSENT dated as of December 5, 2001 (this "Consent") under
the Amended, Restated and Consolidated Credit Agreement dated as of October 12,
1999 (as amended, the "Credit Agreement") by and among American Skiing Company
("American Skiing") and the other borrowers party thereto (collectively, the
"Borrowers"), the lenders party thereto (the "Lenders") and Fleet National Bank,
N.A. (formerly known as BankBoston, N.A.), as agent (the "Agent").

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

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

                  WHEREAS, the Borrowers have requested that the Agent and the
Lenders consent to certain transactions as set forth herein, and the Agent and
the Lenders are willing to do so, but only on the terms and conditions set forth
herein;

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

                                    ARTICLE I
                                   DEFINITIONS

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

                   "Sugarloaf Sale": the sale by Sugarloaf Mountain Company to
         Carrabassett Valley Academy (or its permitted successors and assigns)
         of certain assets pursuant to the terms of that certain Purchase and
         Sale Agreement dated as of November 9, 2001, attached hereto as Exhibit
         A.

                  "Term Loan Transaction": the transaction represented by,
         collectively, (a) the Term Loan Agreement dated as of December 5, 2001
         among Heavenly Valley Limited Partnership, the lenders party thereto
         and Fleet National Bank, as agent, (b) the Guaranty dated as of
         December 5, 2001 by American Skiing, (c) the Security Agreement dated
         as of December 5, 2001 between Heavenly Valley Limited Partnership and
         Fleet National Bank, as agent, (d) the Security Interest Subordination
         Agreement dated as of December 5, 2001 among Heavenly Valley Limited
         Partnership, Fleet National Bank, as agent under the Term Loan
         Agreement referred to above, the Agent and the Lenders, and (e) and all
         other related documents, in each case, attached hereto as Exhibits B-1
         through B-8.

                                   ARTICLE II
                              CONSENTS; AGREEMENTS

                  Section 2.1. Consents. (a) Notwithstanding anything to the
contrary set forth in the Credit Agreement, the Agent and the requisite Lenders
hereby consent to the Sugarloaf Sale; provided, that, in the event that 100% of
the proceeds of such sale are not applied pursuant to Section 4.1(c)(ii) of the
Credit Agreement, such proceeds shall be applied to prepay the Loans as set
forth to Section 4.1(c)(v) of the Credit Agreement. The requisite Lenders hereby

<PAGE>



consent to the release by the Agent of all security interests held by the Agent
for the benefit of the Lenders in the assets that are the subject of the
Sugarloaf Sale.

                  (b) Notwithstanding anything to the contrary set forth in the
Credit Agreement, the Agent and the requisite Lenders hereby consent to the Term
Loan Transaction, including, without limitation, the incurrence of Indebtedness
and the granting of Liens by certain of the Borrowers and certain of its
Affiliates as contemplated thereby. The requisite Lenders hereby consent to the
subordination by the Agent of its security interests in the Joint Collateral (as
defined in the Security Interest Subordination Agreement dated as of December 5,
2001). Notwithstanding anything to the contrary set forth in the Credit
Agreement, the proceeds from the Term Loan Transaction shall be applied to the
prepayment of Revolving Credit Advances; provided, however, such prepayments
shall not constitute a permanent reduction of the aggregate Maximum Revolving
Credit Amount.

                  Section 2.2. Agreement. Notwithstanding anything to the
contrary set forth in the Second Amendment or in Section 9.8 of the Credit
Agreement, the Agent, the Lenders and the Borrowers hereby agree that, during
the Prepayment Period, neither the Borrowers nor any Restricted Subsidiary shall
make or commit to make, directly or indirectly, any Permitted Disposition,
except the following: (a) the Sugarloaf Sale and (b) sales or dispositions (or a
series of individual sales or dispositions) for fair market value up to
$500,000; provided, however, that such sales or dispositions shall require the
consent of the Agent.

                                   ARTICLE III
                                  CLOSING DATE

                  Section 3.1 Closing Date. This Consent shall become effective
as of the date hereof upon receipt by the Agent of counterparts of this Consent,
duly executed and delivered by the Borrowers, the Agent and the requisite
Lenders.

                                   ARTICLE IV
                                 INTERPRETATION

                  Section 4.1. Continuing Effect of the Credit Agreement. The
Borrowers, the Agent and each Lender hereby acknowledges and agrees that the
Credit Agreement shall continue to be and shall remain unchanged and in full
force and effect in accordance with its terms, except as expressly modified
hereby.

                  Section 4.2. No Waiver. Nothing contained in this Consent
shall be construed or interpreted or is intended as a waiver of any Default or
Event of Default or of any rights, powers, privileges or remedies that the Agent
or the Lenders have or may have under the Credit Agreement, any other related
document or applicable law on account of such Default or Event of Default.

                                    ARTICLE V
                                  MISCELLANEOUS

                  Section 5.1. Representations and Warranties. The Borrowers
hereby represent and warrant as of the date hereof that, after giving effect to
this Consent, (a) no Default or Event of Default has occurred and is continuing,
and (b) all representations and warranties of the Borrowers contained in the
Credit Agreement are true and correct in all material respects with the same
effect as if made on and as of such date.

                  Section 5.2. Payment of Fees and Expenses. The Borrowers
hereby agree to pay or reimburse the Agent on demand for all its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation and
execution of this Consent, including, without limitation, the reasonable fees
and disbursements of counsel to the Agent.

                  Section 5.3. Counterparts. This Consent may be executed by the
parties hereto in any number of separate counterparts, and all of said


                                       2
<PAGE>

counterparts taken together shall be deemed to constitute one and the same
instrument.

                  Section 5.4. GOVERNING LAW. THIS CONSENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS CONSENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF
MASSACHUSETTS.

                  Section 5.5. Reservation of Rights. Notwithstanding anything
contained in this Consent, the Borrowers acknowledge that the Agent and the
Lenders do not waive, and expressly reserve, the right to exercise, at any time,
any and all of their rights and remedies under the Credit Agreement, any other
related document and applicable law on account of any Default or Event of
Default.

                  Section 5.6. Confirmation of Indebtedness. The Borrowers
hereby confirm and acknowledge that, as of the Closing Date, (i) the Borrowers
are truly and justly indebted to the Lenders, without defense, counterclaim or
offset of any kind and (ii) the Borrowers are liable to the Lenders in respect
of Loans and Letters of Credit in the aggregate principal amount of
$152,624,786.

                  Section 5.7. Waiver. The Borrowers hereby release, waive, and
forever relinquish all claims, demands, obligations, liabilities and causes of
action of whatever kind or nature, whether known or unknown, which any of them
have, may have, or might assert at the time of execution of this Consent or in
the future against the Agent, the Lenders and/or their respective parents,
affiliates, participants, officers, directors, employees, agents, attorneys,
accountants, consultants, successors and assigns (collectively, the "Lender
Group"), directly or indirectly, which occurred, existed, was taken, permitted
or begun prior to the execution of this Consent, arising out of, based upon, or
in any manner connected with (i) any transaction, event, circumstance, action,
failure to act or occurrence of any sort or type, whether known or unknown, with
respect to the Credit Agreement, any other Lender Agreement and/or the
administration thereof or the obligations created thereby; (ii) any discussions,
commitments, negotiations, conversations or communications with respect to the
refinancing, restructuring or collection of any obligations related to the
Credit Agreement, any other Lender Agreement and/or the administration thereof
or the obligations created thereby, or (iii) any matter related to the
foregoing; provided, however, that the provisions of this Section 5.7 shall not
apply to any such matters of which the Borrowers are presently unaware and which
constitute or result from the gross negligence and/or willful misconduct of any
member of the Lender Group.

                                       3
<PAGE>


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



                                         AMERICAN SKIING COMPANY


                                         By: /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President


                                         SUNDAY RIVER SKIWAY CORPORATION


                                         By: /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President



                                         SUNDAY RIVER LTD.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                         PERFECT TURN, INC.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President


                                        SUNDAY RIVER TRANSPORTATION INC.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President


                                        L.B.O. HOLDING, INC.


                                         By: /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        SUGARBUSH RESORT HOLDINGS, INC.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        SUGARBUSH LEASING COMPANY


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        SUGARBUSH RESTAURANTS, INC.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        MOUNTAIN WASTEWATER TREATMENT, INC.

                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        S-K-I, LTD.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        KILLINGTON, LTD.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        MOUNT SNOW LTD.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        PICO SKI AREA MANAGEMENT COMPANY


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        RESORT SOFTWARE SERVICES, INC.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        KILLINGTON RESTAURANTS, INC.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President


                                        DOVER RESTAURANTS, INC.


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        SUGARLOAF MOUNTAIN CORPORATION


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President


                                        MOUNTAINSIDE


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President


                                        ASC UTAH


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        STEAMBOAT SKI & RESORT CORPORATION


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

<PAGE>


                                        HEAVENLY  SKI & RESORT CORPORATION


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        HEAVENLY CORPORATION


                                         By:  /s/ Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President

                                        HEAVENLY VALLEY, LIMITED  PARTNERSHIP

                                  By:  Heavenly Corporation, its general partner


                                         By: /s/  Foster A. Stewart, Jr.
                                            ------------------------------------
                                            Title: Senior Vice President



<PAGE>


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


                                         By:/s/ Daniel Butler
                                            ------------------------------------
                                            Title: Vice President


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

                                         By:/s/ Daniel Butler
                                            ------------------------------------
                                            Title: Vice President


                                         WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                                as a Lender

                                         By:/s/ Illegible
                                            ------------------------------------
                                            Title: Assistant Vice President


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


                                         By:/s/ Illegible
                                            ------------------------------------
                                            Title: Assistant Vice President




                                        U.S. BANK NATIONAL ASSOCIATION,
                                          as a Lender


                                         By:/s/ Illegible
                                            ------------------------------------
                                            Title: Vice President





<PAGE>


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


                                         By:/s/ Illegible
                                            ------------------------------------
                                            Title:


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


                                         By: /s/ Illegible
                                            ------------------------------------
                                            Title: Director


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


                                         By: /s/ Illegible
                                            ------------------------------------
                                            Title: Director


                                         BLACK DIAMOND INTERNATIONAL FUNDING,
                                                LTD., as a Lender


                                         By: /s/ Illegible
                                            ------------------------------------
                                            Title: Director




                                         By:
                                            ------------------------------------
                                            Title:



<PAGE>


                                         MERRILL LYNCH PRIME RATE PORTFOLIO,
                                                              as a Lender

                                         By:  Merrill Lynch Investment Managers,
                                              L.P., as Investment Advisor



                                         By: /s/ Andrew C. Liggio
                                            ------------------------------------
                                            Title: Authorized Signatory

                                         DEBT STRATEGIES FUND, INC., as a Lender



                                         By: /s/ Andrew C. Liggio
                                            ------------------------------------
                                            Title: Authorized Signatory


                                         CAPTIVA II FINANCE LTD., as a Lender



                                         By:
                                            ------------------------------------
                                            Title:


                                         KZH-PAMCO LLC, as a Lender




                                         By: /s/ Illegible
                                            ------------------------------------
                                            Title:



                                         KZH HIGHLAND-2 LLC, as a Lender



                                         By: /s/ Illegible
                                            ------------------------------------
                                            Title:



<PAGE>

                                         VAN KAMPEN PRIME RATE INCOME TRUST,
                                                as a Lender

                                         By:  Van Kampen Investment Advisory
                                              Corp.



                                         By: /s/ Darvin D. Pierce
                                            ------------------------------------
                                            Title: Executive Director




<PAGE>


                                         GLENEAGLES TRADING LLC, as a Lender



                                         By: /s/ Ann E. Morris
                                            ------------------------------------
                                            Title: Assist. Vice President


                                         SRV-HIGHLAND, INC., as a Lender



                                         By: /s/ Ann E. Morris
                                            ------------------------------------
                                            Title: Assist. Vice President



                                        LONL LANE MASTER TRUST IV, as a Lender
                                        By:  Fleet National Bank as Trust
                                             Administrator


                                         By: /s/ Illegible
                                            ------------------------------------
                                            Title: