WAIVER AND AGREEMENT

          WAIVER AND  AGREEMENT  dated as of May 15, 2001 (this  "Waiver")  with
respect to the Amended,  Restated and Consolidated  Credit Agreement dated as of
October 12, 1999 (as  amended,  the "Credit  Agreement")  by and among  American
Skiing  Company  ("American  Skiing")  and the  other  borrowers  party  thereto
(collectively,  the "Borrowers"),  the lenders party thereto (the "Lenders") and
Fleet National Bank, N.A.  (formerly  known as BankBoston,  N.A.), as agent (the
"Agent").

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

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

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

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

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

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

          "Expiration Date": June 13, 2001.

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

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

<PAGE>


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

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


                                   ARTICLE II
                               WAIVER AND DEFERRAL

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

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


                                   ARTICLE III
                          WAIVER EVENTS OF TERMINATION

          Upon the occurrence of any of the following events:

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

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

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


                                   ARTICLE IV
                                   AGREEMENTS

          Section 4.1. Agreements.  (a) Notwithstanding anything to the contrary
in the  Credit  Agreement,  during  the Waiver  Period  the  Borrowers  shall be
permitted  (i) to  borrow,  prepay,  in  whole  or in  part,  and  reborrow,  in
accordance  with the terms and conditions  hereof (A) Revolving  Credit Advances
and (B) Swing Line Loans, which, in each case, shall be Base Rate Loans and (ii)
to open Letters of Credit;  provided,  however,  notwithstanding anything to the
contrary in the Credit  Agreement,  during the Waiver Period the Borrowers shall
not be  permitted to make  Revolving  Credit  Advances in excess of  $65,000,000
without the prior consent of the Agent and the Lenders. Notwithstanding anything
to the contrary  set forth in the Credit  Agreement,  during the Waiver  Period,
each Notice of Borrowing  shall be made  directly to the  attention of Daniel D.
Butler (Fleet National Bank, 111  Westminster  Street  Providence,  Rhode Island
02903; Fax:  401-278-6004)  and shall be accompanied by a certificate  signed by
the Borrowers' Chief Executive  Officer or Chief Financial Officer stating that,
as of the date of the Borrowing,  the Borrowers are in compliance with the terms
of the Credit Agreement and this Waiver.


                                       2
<PAGE>


          (b)  Notwithstanding  anything to the contrary set forth in the Credit
Agreement,  for the period  beginning  May 1, 2001 and ending on the  Expiration
Date,  interest  shall be payable on the Loans at a rate per annum  equal to the
Base Rate plus 3.00%.

          (c) The  Borrowers  hereby  agree  that,  during  the  Waiver  Period,
notwithstanding  the provisions of Section 9.1 of the Credit Agreement,  neither
the Borrowers nor any  Restricted  Subsidiary  shall  create,  incur,  suffer or
permit to exist,  or assume or guarantee,  directly or indirectly,  Indebtedness
pursuant to Section 9.1(f) of the Credit Agreement.

          (d) The  Borrowers  hereby  agree  that,  during  the  Waiver  Period,
notwithstanding  the provisions of Section 9.2 of the Credit Agreement,  neither
the Borrowers nor any Restricted  Subsidiary shall create,  incur,  suffer to be
created or incurred, directly or indirectly, Liens pursuant to Section 9.2(h) of
the Credit Agreement.

          (e) The  Borrowers  hereby  agree  that,  during  the  Waiver  Period,
notwithstanding  the provisions of Section 9.3 of the Credit Agreement,  neither
the  Borrowers  nor any  Restricted  Subsidiary  shall  make or  commit to make,
directly or indirectly,  Investments  pursuant to Sections  9.3(h) or (l) of the
Credit Agreement.

          (f) The  Borrowers  hereby  agree  that,  during  the  Waiver  Period,
notwithstanding  the provisions of Section 9.4 of the Credit Agreement,  neither
the  Borrowers  nor any  Restricted  Subsidiary  shall  make or  commit to make,
directly or indirectly, any Permitted Acquisitions.

          (g) The  Borrowers  hereby  agree  that,  during  the  Waiver  Period,
notwithstanding  the provisions of Section 9.6 of the Credit Agreement,  neither
the  Borrowers  nor any  Restricted  Subsidiary  shall  make or  commit to make,
directly or indirectly,  any Distribution or any other payment on account of the
purchase, acquisition, redemption or other retirement of any shares of stock.

          (h)  Except  as set  forth on the  Schedule  of  Capital  Expenditures
attached  hereto,  the Borrowers  hereby agree that,  during the Waiver  Period,
notwithstanding  the provisions of Section 9.7 of the Credit Agreement,  neither
the  Borrowers  nor any  Restricted  Subsidiary  shall  make or  commit to make,
directly or  indirectly,  any  Capital  Expenditure  without  the prior  written
consent of the Agent.

          (i) Except for  American  Skiing's  transfer of ownership in Community
Water Company to Summit Water Company,  the Borrowers hereby agree that,  during
the Waiver Period,  notwithstanding  the provisions of Section 9.8 of the Credit
Agreement, neither the Borrowers nor any Restricted Subsidiary shall not make or
commit to make,  directly or indirectly,  any Permitted  Disposition without the
prior written consent of the Agent.

          (j) Except for the  paid-in-kind  dividends  on the Series B Preferred
Stock,  the Borrowers hereby agree that,  during the Waiver Period,  neither the
Borrowers  nor any  Restricted  Subsidiary  shall  make any  payment to Oak Hill
Capital Partners, L.P., Oak Hill Securities Fund, L.P., or any affiliate thereof
on  account  of any  management  fees  or any  other  amounts  (other  than  the
reimbursement  of  reasonable  out-of-pocket  costs and  expenses  for which the
Borrowers  are liable in respect of) owing to Oak Hill Capital  Partners,  L.P.,
Oak Hill Securities  Fund,  L.P. or any such  affiliate;  provided that all such
amounts not paid as aforesaid shall be deemed to accrue.

          (k) On or before May 16,  2001,  the  Borrowers  shall  have  retained
Credit Suisse First Boston, or another  nationally-recognized  investment banker
reasonably  acceptable to the Agent and the Lenders (the  "Investment  Banker").


                                       3
<PAGE>


The  Investment  Banker  shall  be  retained  for  the  purpose  of  formulating
alternative  business  strategies  on behalf of the  Borrowers.  The  Investment
Banker  shall (i) furnish the  Borrowers  with  monthly  written  reports on the
status of asset disposition on the last Friday of each month (which will then be
forwarded by the Borrowers to the Lenders  promptly upon the completion of their
review)  and  (ii)  provide  weekly  verbal  reports  on  the  status  of  asset
disposition in conjunction with a regularly scheduled  conference call among the
Agent, the Lenders and the Borrowers.

          (l) The  Borrowers  hereby  agree that,  in the event the Agent or its
counsel  determines to retain a financial  advisor and/or an investment  banker,
the Borrowers shall cooperate in all respects with any such financial advisor or
investment  banker and shall pay or reimburse the Agent for all reasonable  fees
and out-of-pocket expenses incurred in connection therewith.

          (m) The Borrowers hereby agree to provide, as promptly as possible but
no later than  Thursday of each week,  an income  statement  which shall  detail
revenues and expenses for the prior week, in form and substance  satisfactory to
the Agent.

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


                                    ARTICLE V
                              WAIVER EFFECTIVE DATE

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


                                   ARTICLE VI
                                 INTERPRETATION

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

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



                                       4
<PAGE>


                                   ARTICLE VII
                                  MISCELLANEOUS

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

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

          (b) The Borrowers  further agree to pay to the Agent,  for the account
of each Lender that executes this Waiver on a pro rata basis, a fee in an amount
equal to $150,000 (the "Waiver Fee"). The Waiver Fee shall be due and payable on
the Effective Date.

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

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

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

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

          Section  7.6.  Confirmation  of  Indebtedness.  The  Borrowers  hereby
confirm and  acknowledge  that, as of the Effective  Date, (i) the Borrowers are
truly and justly  indebted to the  Lenders,  without  defense,  counterclaim  or
offset of any kind and (ii) the  Borrowers  are liable to the Lenders in respect
of Loans in the aggregate principal amount of $110,212,965.

          Section 7.7. Waiver. The Borrowers hereby release,  waive, and forever
relinquish all claims, demands, obligations, liabilities and causes of action of
whatever kind or nature,  whether known or unknown,  which any of them have, may


                                       5
<PAGE>


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





                                       6
<PAGE>



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


                                     AMERICAN SKIING COMPANY


                                     By:/s/Mark J. Miller
                                     Title:


                                     SUNDAY RIVER SKIWAY CORPORATION


                                     By:/s/Mark J. Miller
                                     Title:


                                     SUNDAY RIVER LTD.


                                     By:/s/Mark J. Miller
                                     Title:


                                     PERFECT TURN, INC.


                                     By:/s/Mark J. Miller
                                     Title:


                                     SUNDAY RIVER TRANSPORTATION INC.


                                     By:/s/Mark J. Miller
                                     Title:


                                     L.B.O. HOLDING, INC.


                                     By:/s/Mark J. Miller
                                     Title:


                                     SUGARBUSH RESORT HOLDINGS, INC.


                                     By:/s/Mark J. Miller
                                     Title:




                                       7
<PAGE>


                                     SUGARBUSH LEASING COMPANY


                                     By:/s/Mark J. Miller
                                     Title:


                                     SUGARBUSH RESTAURANTS, INC.


                                     By:/s/Mark J. Miller
                                     Title:


                                     MOUNTAIN WASTEWATER TREATMENT, INC.


                                     By:/s/Mark J. Miller
                                     Title:


                                     S-K-I, LTD.


                                     By:/s/Mark J. Miller
                                     Title:


                                     KILLINGTON, LTD.


                                     By:/s/Mark J. Miller
                                     Title:


                                     MOUNT SNOW LTD.


                                     By:/s/Mark J. Miller
                                     Title:


                                     PICO SKI AREA MANAGEMENT COMPANY


                                     By:/s/Mark J. Miller
                                     Title:



                                       8
<PAGE>


                                     RESORT SOFTWARE SERVICES, INC.


                                     By:/s/Mark J. Miller
                                     Title:


                                     KILLINGTON RESTAURANTS, INC.


                                     By:/s/Mark J. Miller
                                     Title:


                                     DOVER RESTAURANTS, INC.


                                     By:/s/Mark J. Miller
                                     Title:


                                     SUGARLOAF MOUNTAIN CORPORATION


                                     By:/s/Mark J. Miller
                                     Title:


                                     MOUNTAINSIDE


                                     By:/s/Mark J. Miller
                                     Title:


                                     ASC UTAH


                                     By:Mark J. Miller
                                     Title:


                                     STEAMBOAT SKI & RESORT CORPORATION


                                     By:/s/Mark J. Miller
                                     Title:



                                       9
<PAGE>


                                     HEAVENLY  SKI & RESORT CORPORATION


                                     By:/s/Mark J. Miller
                                     Title:


                                     HEAVENLY CORPORATION


                                     By:/s/Mark J. Miller
                                     Title:


                                     HEAVENLY VALLEY, LIMITED  PARTNERSHIP

                                     By:Heavenly Corporation,its general partner


                                     By:/s/Mark J. Miller
                                     Title:





                                       10
<PAGE>



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


                                     By:/s/Daniel D. Butler
                                     Title:Vice President


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


                                     By:/s/Daniel D. Butler
                                     Title:


                                     WELLS FARGO BANK, NATIONAL ASSOCIATION,as a
                                     Lender


                                     By:/s/illegible
                                     Title:Vice President


                                     U.S. BANK NATIONAL ASSOCIATION, as a Lender


                                     By:/s/illegible
                                     Title:Vice President


                                     FIRST SECURITY BANK, N.A., as a Lender


                                     By:________________________________________
                                     Title:





                                       11
<PAGE>




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


                                     By:/s/illegible
                                     Title:V.P.


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


                                     By:/s/John H. Cullinano
                                     Title:Director


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


                                     By:/s/David Dyer
                                     Title:Director


                                     BLACK DIAMOND INTERNATIONAL FUNDING,  LTD.,
                                     as a Lender


                                     By:John H. Cullinano
                                     Title:Director


                                     MORGAN STANLEY SENIOR FUNDING, INC.,   as a
                                     Lender


                                     By:________________________________________
                                     Title:


                                     OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS
                                     -I, LTD., as a lender

                                     By:Invesco Senior Secured Management, Inc.,
                                     as sub-advisor


                                     By:________________________________________
                                     Title:



                                       12
<PAGE>


                                     MERRILL LYNCH PRIME RATE PORTFOLIO,    as a
                                     Lender

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


                                     By:/s/Joseph P. Matteo
                                     Title:Authorized Signatory


                                     MERRILL  LYNCH  SENIOR  FLOATING RATE FUND,
                                     INC., as a Lender


                                     By:________________________________________
                                     Title:


                                     CAPTIVA II FINANCE LTD., as a Lender


                                     By:/s/David Dyer
                                     Title:Director


                                     KZH-PAMCO LLC, as a Lender


                                     By:/s/Susan Lee
                                     Title:Authorized Agent



                                     KZH III LLC, as a Lender


                                     By:________________________________________
                                     Title:


                                     PAM CAPITAL FUNDING L.P., as a Lender

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


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


                                       13
<PAGE>



                                     PAMCO CAYMAN, LTD., as a Lender

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


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


                                     VAN KAMPEN PRIME RATE INCOME TRUST,    as a
                                     Lender

                                     By:  Van Kampen Investment Advisory Corp.


                                     By:Howard Tiffen
                                     Title:Senior Vice President


                                     DEBT STRATEGIES FUND II, INC., as a Lender



                                     By:________________________________________
                                     Title:




                                       14