FIRST AMENDMENT AGREEMENT

                                       RE:

                           LOAN AND SECURITY AGREEMENT

                                      AMONG


                GRAND SUMMIT RESORT PROPERTIES, INC., AS BORROWER


                                       AND


             TEXTRON FINANCIAL CORPORATION, AS ADMINISTRATIVE AGENT


                                       AND


                      THE LENDERS LISTED HEREIN, AS LENDERS


                            DATED AS OF APRIL 5, 1999





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                            FIRST AMENDMENT AGREEMENT


         THIS FIRST  AMENDMENT  AGREEMENT  (as amended  from time to time,  this
"First  Amendment  Agreement"),  dated as of April 5, 1999,  among GRAND  SUMMIT
RESORT PROPERTIES,  INC., a Maine  corporation,  (herein referred to as "GSRP"),
the lenders listed on the signature pages hereof (each individually  referred to
herein as a  "Lender"  and,  collectively,  the  "Lenders"),  TEXTRON  FINANCIAL
CORPORATION, a Delaware corporation,  as agent for the Lenders (in such capacity
herein referred to as the "Administrative Agent").

                              W I T N E S S E T H:

A. WHEREAS,  GSRP entered into that certain Loan and Security Agreement dated as
of September  1, 1998 (as amended to but  excluding  the date hereof,  "Existing
LSA" and, as amended  hereunder,  "Amended LSA"),  pursuant to which the Lenders
agreed to make loans to GSRP in accordance with the terms of Existing LSA;

B. WHEREAS,  capitalized  terms used herein shall have the meanings  ascribed to
the same in the Existing LSA;

C. WHEREAS, the parties to the Existing LSA have agreed to certain amendments to
the Existing LSA, as described and set forth below;

D. WHEREAS,  Parent has obtained  interim  financing  (the  "BankBoston  Interim
Steamboat  Project  Advance") of $3,044,713 in respect of the Steamboat  Project
from  BankBoston,  N.A.,  as agent and as the sole  lender  under  that  certain
Amended and Restated Credit  Agreement,  dated as of January 8, 1999 (as amended
from time to time, the "Parent/BKB Credit Facility");

E.  WHEREAS,  in  connection  with such  BankBoston  Interim  Steamboat  Project
Advance,  the  Administrative  Agent  assigned to  BankBoston,  N.A.  all of the
Steamboat  Security  Documents and the Lenders agreed in a letter among GSRP and
the  Lenders  dated  March 10,  1999 to remove the  Steamboat  Project  from the
financings  contemplated  under the  Existing  LSA and to permit GSRP to issue a
guaranty in respect of the Parent's  indebtedness  under the  Parent/BKB  Credit
Facility;

F. WHEREAS,  Textron Financial  Corporation,  solely in its capacity as a lender
under the Existing  LSA (in such lending  capacity  only,  "Textron")  agreed to
make,  pursuant  to that  certain  letter  agreement  (the  "Overadvance  Letter
Agreement")  between  Textron and GSRP dated April 5, 1999,  an  overadvance  of
$2,211,304.86 (the "Overadvance") in respect of its Canyons Construction Project
Advance  Commitment,  the  proceeds  of  which  were  to be  used by GSRP to pay
construction  costs  of the  Steamboat  General  Contractor  in  respect  of the
Steamboat Project and certain other expenses of GSRP;



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G.  WHEREAS,  on April 5,  1999  Textron  made the  Overadvance,  GSRP  used the
proceeds  to pay  construction  costs of the  Steamboat  General  Contractor  in
respect  of the  Steamboat  Project  and  certain  other  expenses  of GSRP  and
BankBoston,  N.A. commenced the reassignment to the Administrative  Agent of all
of the Steamboat Security Documents,  the reassignment to Textron and Green Tree
of their respective  Steamboat  Construction Project Advance Notes and Steamboat
Inventory  Advance  Notes and the  releasing of the  guaranty  issued by GSRP in
respect of the  Parent/BKB  Credit  Agreement;  BankBoston,  N.A.  delivered  to
Textron a letter dated April 5, 1999 in which it confirmed the foregoing;

H. WHEREAS,  the Overadvance Letter Agreement was not consented to by Green Tree
Financial Servicing  Corporation  ("Green Tree") and, as a consequence  thereof,
Textron agreed in the Overadvance Letter Agreement that the Overadvance would be
payable out of the proceeds of Collateral only after the  Obligations  under the
Existing LSA (other than the Overadvance) were paid first;

I. WHEREAS, the Overadvance Letter Agreement  contemplated the reassignment from
BankBoston,  N.A.  of all of the  Steamboat  Security  Documents  and  Steamboat
Obligations  and the  creation  of a  limited  $12,000,000  aggregate  Steamboat
Construction  Project Advance  Commitment (the "Interim  Steamboat  Construction
Project Advance  Commitment")  that would be available to GSRP during the period
(the  "Syndication  Period")  commencing on the First Amendment Closing Date (as
hereinafter  defined)  and ending on the  earlier of (a) July 6, 1999 or (b) the
date (the "Full  Syndication  Date") on which both of the following events shall
have occurred: (i) additional Steamboat Construction Project Advance Commitments
and additional Canyons  Construction Project Advance Commitments shall have been
obtained by GSRP such that,  after giving effect to the current  commitments  of
Textron and Green Tree under the  Amended  LSA (after  giving full effect to the
repayment  of the Loans in respect  of the 1997  Projects)  and such  additional
commitments,  there  would be in  effect  $45,200,000  of  Canyons  Construction
Project Advance  Commitments and $56,300,000 of Steamboat  Construction  Project
Advance Commitments and (ii) GSRP shall have raised and funded, either itself or
through a wholly-owned  special  purpose  subsidiary  (the "GSRP SPV"),  as much
mezzanine  debt, up to a maximum amount of  $25,000,000,  as the  Administrative
Agent may require,  which  mezzanine  debt would be junior and  subordinate  (on
terms and conditions  satisfactory to Textron and Green Tree) as to both payment
and  lien to the  Obligations  and  the  liens  and  security  interests  of the
Administrative Agent in and to the Collateral (the "Mezzanine Debt");

J. WHEREAS,  Textron has agreed to reallocate its current  commitments under the
Existing LSA in respect of the  Steamboat  Project and the Canyons  Project such
that (a) it shall maintain the Interim  Steamboat  Construction  Project Advance
Commitment  and (b) it shall  maintain a Canyons  Construction  Project  Advance
Commitment  equal to the remainder of (i)  $40,000,000  minus the sum of (A) the
Interim Steamboat  Construction Project Advance Commitment and (B) the aggregate
of the outstanding principal balances of its Jordan Bowl Inventory Advance Note,
its Attitash  Inventory Advance Note, its Killington  Inventory Advance Note and
its Mt. Snow Inventory Advance Note;


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K. WHEREAS,  Green Tree has agreed to reallocate its current  commitments  under
the Existing  LSA in respect of the  Steamboat  Project and the Canyons  Project
such that it shall maintain a Canyons  Construction  Project Advance  Commitment
equal to the remainder of (i) $30,000,000 minus the aggregate of the outstanding
principal  balances of its Jordan Bowl  Inventory  Advance  Note,  its  Attitash
Inventory  Advance Note, its Killington  Inventory Advance Note and its Mt. Snow
Inventory Advance Note;

L.  WHEREAS,  in  connection  with  the  consummation  of this  First  Amendment
Agreement,   the  Overadvance  will  be  transferred   from  Textron's   Canyons
Construction  Project Advance  Commitment to the Interim Steamboat  Construction
Project  Advance  Commitment and from a utilization of the Canyons  Construction
Project  Borrowing  Base and the Canyons  Construction  Project  Advance Note of
Textron to the Steamboat  Construction  Project Borrowing Base and the Steamboat
Construction Project Advance Note of Textron;

M. WHEREAS,  Textron and Green Tree have agreed that any Steamboat  Construction
Project Advances made in respect of the Interim Steamboat  Construction  Project
Advance  Commitment  (herein referred to as an "Interim  Steamboat  Construction
Project  Advance")  will, in  accordance  with the Existing LSA, have a priority
claim to the Steamboat collateral and cash flow as contemplated, for example, in
Section  2.5(d)(i) and Section 8.2(c)(i) of the Existing LSA, but that any claim
in respect of such Interim Steamboat Construction Project Advances in and to the
Cash  Collateral  Account will be  subordinate  and junior to the payment of all
other  Obligations  unless and until Green Tree shall have decided,  in its sole
discretion,  to participate  in such  Advances;  this recital is not intended to
have application to any Steamboat  Construction  Project Advances made after the
Syndication  Date as long as such  Advances  are not in respect  of the  Interim
Steamboat Construction Project Advance Commitment;

N.  WHEREAS,  the Parent is entering  into an Amended and  Restated  Forbearance
Agreement with  BankBoston,  N.A.  dated as of April 20, 1999 (the  "Syndication
Standstill Agreement"), a copy of which is attached hereto as Schedule 2;



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O. WHEREAS, Green Tree may, in its sole discretion, decide to participate in the
Interim Steamboat Construction Project Advance Commitment;  if Green Tree should
decide to do so,  then,  on and after the date on which  Textron  and Green Tree
inform GSRP of this fact, in writing,  each reference to the "Interim  Steamboat
Construction  Project  Advance  Commitment"  shall be deemed a reference  to the
portion  thereof  allocated by such  writing to Textron and the portion  thereof
allocated by such writing to Green Tree; their respective  Canyons  Construction
Project Advance Commitments will be adjusted to reflect the reduction thereof by
the allocated amounts of their respective Interim Steamboat Construction Project
Advance  Commitments  (in the case of  Textron,  such  reduction  of its Canyons
Construction  Project  Advance  Commitment  will decrease  from the  $12,000,000
originally  provided for herein and, in the case of Green Tree,  such  reduction
will be new as there  currently  is no  reduction  in its  Canyons  Construction
Project  Advance  Commitment  in respect of the Interim  Steamboat  Construction
Project  Advance  Commitment);  and  Textron  and  Green  Tree  shall  make such
adjustments  between  themselves,  as they  shall  have  agreed  to, in order to
allocate any outstanding principal amount of the Interim Steamboat  Construction
Project Advances from the Steamboat Construction Project Advance Note of Textron
to the Steamboat  Construction  Project  Advance Note of Green Tree;  all of the
aforesaid  amendments and  modifications to the Existing LSA, as amended hereby,
will be  effected  automatically,  upon the  delivery  of said  writing to GSRP,
without the need for any further action on the part of any party hereto;

P. WHEREAS,  it is the express  intention of the parties  hereto that all of the
funding  conditions  in the  Existing  LSA  applicable  to Canyons  Construction
Project Advances shall continue to apply to each and every Canyons  Construction
Project Advance made prior, during or after the Syndication Period;

Q.  Intentionally Omitted;

R.  WHEREAS,  GSRP has revised the Budget for the Steamboat  Project,  a copy of
which is  attached  hereto as  Schedule  5; the Budget for the  Canyons  Project
remains unmodified and the construction of the Canyons Project has progressed in
accordance with such Budget and its construction timeline;

S.  WHEREAS,  the Parent and GSRP have  revised the  "Budget," as defined in the
Parent/BKB  Credit  Facility,  a copy of which is attached  hereto as Schedule 6
(the "Parent  Revised  Budget");  the Parent Revised Budget has been approved by
BankBoston, N.A.;

T.  WHEREAS,  the Parent  currently  intends to request  during the  Syndication
Period  draws  under the  Parent/BKB  Credit  Facility  set forth on  Schedule 7
attached  hereto,  which draws are consistent with the Parent Revised Budget and
at a maximum aggregate $5,500,000;

U.  WHEREAS,  GSRP will be  requesting  during the  Syndication  Period  Canyons
Construction  Project  Advances set forth on Schedule 8 attached  hereto,  which
draws are  consistent  with the Budget for the Canyons  Project and at a maximum
aggregate $11,204,501 (including the Canyons Interest Advances);

V. WHEREAS,  GSRP will be requesting  during the Syndication  Period the Interim
Steamboat Construction Project Advances set forth on Schedule 9 attached hereto,
which advances are consistent with the revised Budget for the Steamboat  Project
and at a maximum aggregate $14,690,067  (including the Overadvance and Steamboat
Interest  Advances);  GSRP  acknowledges  that the present  level of the Interim
Steamboat  Construction  Project Advance Commitment would require it to postpone
or otherwise defer a portion of the aforesaid  planned  expenditures  under, and
consistent  with the terms of, the  Steamboat  Construction  Contract  or obtain
payment thereof from sources other than Interim Steamboat  Construction  Project
Advances; and



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W. WHEREAS,  Textron,  BankBoston,  N.A. and GSRP have entered into that certain
syndication  letter,  dated as of April  20,  1999  (the  "Syndication  Letter")
pursuant to which GSRP has agreed to pay to Textron and BankBoston, N.A. certain
fees in respect of the syndication of commitments thereunder;

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

1.       RECITALS.

         The recitals are hereby  incorporated  into and made part of this First
Amendment  Agreement.  Consistent with recital I above,  the Lenders agree that,
upon the incurrence of the Mezzanine Debt on terms and conditions  acceptable to
the Lenders,  GSRP may, if required by the terms of the Mezzanine Debt,  assign,
transfer and  contribute  the Canyons  Project and the Steamboat  Project to the
GSRP SPV  (subject  to all of the Liens  provided  for  herein  and in the other
Security  Documents)  and, in connection  therewith,  the Lenders and GSRP shall
amend the Amended LSA to add GSRP SPV as a co-borrower;  such amendment to be in
form and substance satisfactory to the Lenders and GSRP.

2.       STEAMBOAT PROJECT; SUGARBUSH PROJECT; SUGARLOAF PROJECT.

         Anything  contained  in any other  written  agreement  or letter to the
contrary notwithstanding, all of the Steamboat Security Documents and all of the
Steamboat Construction Project Advance Notes and other Steamboat Project-related
Collateral  continues  to be  part of the  Security  Documents,  Collateral  and
Obligations  under the  Existing  LSA, as amended  hereby.  For  purposes of the
Amended LSA and all other Security  Documents,  Interim  Steamboat  Construction
Project Advances shall be deemed to be Steamboat  Construction  Project Advances
thereunder  and, except as expressly  provided for herein,  all of the terms and
provisions of the Amended LSA and other Security  Documents  shall be applicable
thereto.

         All  references to the Sugarbush  Project and all  "Sugarbush"  defined
terms and  "Sugarbush"  related  exhibits and references in the Existing LSA and
the other  Security  Documents  are hereby  deleted.  No  commitments  under the
Amended LSA shall exist in respect of the Sugarbush Project.

         All  references to the Sugarloaf  Project and all  "Sugarloaf"  defined
terms and  "Sugarloaf"  related  exhibits and references in the Existing LSA and
the other  Security  Documents  are hereby  deleted.  No  commitments  under the
Amended LSA shall exist in respect of the Sugarloaf Project.



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3.       AMENDMENTS OF EXISTING LSA.

         The Existing LSA is hereby amended as follows:

                  (a) Amended and Restated  Defined Terms.  The defined terms in
         the recitals of this First Amendment  Agreement are hereby incorporated
         into  Section 1.1 of the  Existing  LSA in such a manner as to maintain
         the alphabetical ordering thereof. The following existing defined terms
         in the Existing LSA are hereby  amended and restated in their  entirety
         and the new terms set forth  below are hereby  added to Section  1.1 of
         the Existing LSA:

                           Aggregate  Construction  Project  Borrowing  Base  --
                  means, on any date, the result of (a) the Maximum  Outstanding
                  Loan Limit, minus (b) the sum of (i) the aggregate outstanding
                  principal  balance of all  Inventory  Advances as of such date
                  and (ii) the aggregate  outstanding  principal  balance of all
                  Interest Advances as of such date.

                           Attitash  Inventory Required Lenders -- means any two
                  or more of the Attitash  Inventory  Advance  Lenders having or
                  holding 66-2/3% or more of the Attitash Loan Exposure.

                           Canyons Construction Project Borrowing Base -- means,
                  on any date and with  respect to the Canyons  Project,  80% of
                  the aggregate amount of

                                    (a)  Construction   Costs  for  the  Canyons
                           Project,  FF&E  Costs  for the  Canyons  Project  and
                           Sales,  Marketing  &  Other  Costs  for  the  Canyons
                           Project  incurred and paid for by GSRP on or prior to
                           such date in respect of the Canyons Project under and
                           in accordance with the Budget for the Canyons Project
                           plus

                                    (b) pre-development expenses and land values
                           (net of mortgage  debt) for such Project set forth on
                           Schedule 1 hereto,

                    provided that the "Canyons Project Borrowing Base" shall, in
                    no case, exceed the lesser of:

                         (i) the remainder of (1)  $45,200,000  minus (2) 50% of
                    the original  outstanding  principal amount of the Mezzanine
                    Debt, if any; and



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                                    (ii)  the   remainder  of  (A)  the  Maximum
                           Outstanding Loan Limit,  minus (B) the sum of (1) the
                           aggregate   outstanding   principal  balance  of  all
                           Construction  Project  Advances  other  than  Canyons
                           Construction  Project  Advances as of such date,  (2)
                           the aggregate  outstanding  principal  balance of all
                           Inventory  Advances  as of  such  date  and  (3)  the
                           aggregate  outstanding  principal balance of Interest
                           Advances other than Canyons  Interest  Advances as of
                           such date.

                           Canyons  Construction  Project  Required  Lenders  --
                  means  any  two or more of the  Canyons  Construction  Project
                  Advance  Lenders  having  or  holding  66-2/3%  or more of the
                  Canyons Loan Exposure.

                           Canyons  Inventory  Required Lenders -- means any two
                  or more of the Canyons  Inventory  Advance  Lenders  having or
                  holding 66-2/3% or more of the Canyons Loan Exposure.

                           First Amendment Agreement -- means that certain First
                  Amendment  Agreement,  dated  as of  April  5,  1999,  to this
                  Agreement.

                           Interest Rate -- means, with respect to the Steamboat
                  Loan,  the Canyons  Loan,  the Jordan Bowl Loan,  the Attitash
                  Loan, the Killington  Loan and/or the Mt. Snow Loan, (a) prior
                  to the Full Syndication Date, the Original Prime Interest Rate
                  and (b) on and after the Full Syndication  Date, the New Prime
                  Rate or the LIBOR  Interest Rate, as may be selected by all of
                  the  Lenders  that  have  made  Advances  in  respect  of  the
                  applicable  Loan  upon not less  than 30 days'  prior  written
                  notice to GSRP,  provided  that, in connection  with the first
                  Advance in respect of any such Loan,  the selection of a Prime
                  Interest  Rate  or  a  LIBOR   Interest  Rate  shall  be  made
                  contemporaneously  with  the  making  of such  Advance  and no
                  advance  notification need be given and provided further that,
                  if no such selection or notification shall have been made, the
                  Prime Interest Rate shall be deemed to have been selected with
                  respect to the applicable Loan.

                           Jordan Bowl Inventory  Required  Lenders -- means any
                  two or more  of the  Jordan  Bowl  Inventory  Advance  Lenders
                  having or  holding  66-2/3%  or more of the  Jordan  Bowl Loan
                  Exposure.

                           Killington  Inventory  Required  Lenders -- means any
                  two or more of the Killington Inventory Advance Lenders having
                  or holding 66-2/3% or more of the Killington Loan Exposure.

                           LIBOR  Interest  Rate -- means,  with  respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                           (a)      9.50%, or

                           (b)      the sum of

                                            (i) the  remainder  (if positive) of
                                    (1) the sum of  2.50%  plus the  Prime  Rate
                                    then  in  effect   for  such   month   minus
                                    (2)One-Month  LIBOR  then in effect for such
                                    month, plus


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                                            (ii) One-Month  LIBOR then in effect
                                    for such month.

                  "One-Month  LIBOR"  shall mean,  with  respect to any calendar
                  month,  the rate  published on the second London  Business Day
                  immediately  preceding  such calendar month in The Wall Street
                  Journal (Eastern Coast edition  published in the United States
                  of  America)  for  deposits  maturing  thirty  (30) days after
                  issuance  under the caption  "Money  Rates,  London  Interbank
                  Offered  Rates  (LIBOR)"  or, if, but only if, the Wall Street
                  Journal (East Coast edition  published in the United States of
                  America)  ceases  to exist or to be  published  or  ceases  to
                  report the  aforesaid  rate,  the rate per annum in respect of
                  one month London  inter-bank  offered  deposits as reported in
                  another   reputable   United   States  of  America   financial
                  publication or newspaper or on a reputable  electronic service
                  as may be  designated,  in either case, by the  Administrative
                  Agent.

                  If the eurodollar interest rate market ceases to function,  or
                  it becomes  impossible,  impractical  or  illegal to  readily,
                  currently  and  accurately   determine   One-Month  LIBOR,  or
                  One-Month  LIBOR no longer  currently and accurately  reflects
                  the interest rates for obligations of a similar  nature,  term
                  and amount as the Loan,  then the  Administrative  Agent shall
                  forthwith  give notice  thereof to GSRP and the Prime Interest
                  Rate shall  replace the LIBOR  Interest  Rate for all purposes
                  hereunder. The Prime Interest Rate shall remain in place until
                  the  Administrative  Agent shall determine that LIBOR Interest
                  Rate is again reliably available.

                  Any other provision in this Agreement notwithstanding,  in the
                  event that any  federal,  state,  local or foreign  law or any
                  governmental rule, regulation,  treaty,  policy,  guideline or
                  directive  in respect  thereof  shall make it unlawful for any
                  Lender to maintain its  eurodollar  funding of its  respective
                  portion  of the Loan,  then the LIBOR  Interest  Rate borne by
                  such portion of the Loan shall  automatically  be converted to
                  the Prime Interest Rate, as provided  above, on the earlier of
                  (i) the  first  day of the then  next  calendar  month and (b)
                  immediately upon notification from such holder.



<PAGE>


                  To the extent that the LIBOR Interest Rate is applicable, GSRP
                  agrees to pay to each Lender all costs incurred by such Lender
                  that  are  attributable  to its  portion  of the  Loan  or the
                  performance  of its  obligations  hereunder  and that occur by
                  reason of the promulgation of any law, regulation or treaty or
                  any change  therein or in the  application  or  interpretation
                  thereof or by reason of the  compliance by the Lender with any
                  direction,   requirement   or  request  of  any   governmental
                  authority,   including,  without  limitation,  any  such  cost
                  resulting  from (1) the  imposition  or  amendment  of any tax
                  (other  than a tax  measured  by the overall net income of the
                  Lender),  (2) the  imposition  or  amendment  of any  reserve,
                  special  deposit or  similar  requirement  against  assets of,
                  liabilities  of, deposits with or for the account of, or loans
                  by,  the  Lender or (3) the  imposition  or  amendment  of any
                  capital   requirements  or  provisions   relating  to  capital
                  adequacy  that have the effect of reducing  the rate of return
                  on the Lender's  capital as a consequence  of the Loan (or its
                  portion thereof) or its obligations hereunder to a level below
                  that  which  it could  have  achieved  but for such  adoption,
                  change  or  compliance.  If such  Lender  has sold one or more
                  participations  in its share of the Loan, in  accordance  with
                  the terms hereof,  costs incurred by the participants  thereof
                  shall be  deemed  attributable  to such  share of the Loan for
                  purposes of this  paragraph,  provided  that GSRP shall not be
                  required to reimburse  such Lender for an amount  greater than
                  the amount  that  would  have been due if such  Lender had not
                  sold  participations  hereunder.  A certificate  of the Lender
                  delivered to GSRP in respect of the  aforesaid  costs shall be
                  final and binding absent manifest  error.  Such costs shall be
                  payable together with the then next scheduled interest payment
                  hereunder.

                  For purposes of this definition, "London Business Day" means a
                  day other than (aa) a Saturday, (bb) a Sunday or (cc) a day on
                  which dealings in deposits in U.S.  dollars are not transacted
                  in the London interbank market.

                           Maximum  Outstanding  Loan  Limit  -  means,  at  any
                  time,(a) if no Mezzanine Debt is required, $105,000,000 or (b)
                  if Mezzanine Debt is required,  the lesser of (i) $145,000,000
                  and (ii)  the  remainder  of (y)  $153,000,000  minus  (z) the
                  amount of  Mezzanine  Debt  originally  raised  and  funded by
                  either GSRP or the GSRP SPV.

                         Mt. Snow Inventory Required Lenders -- means any two or
                    more of the Mt. Snow  Inventory  Advance  Lenders  having or
                    holding 66-2/3% or more of the Mt. Snow Loan Exposure.

                           New Prime Interest Rate -- means, with respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                                    (a)     9.50%, or

                                    (b)     the sum of

                                            (i)      2.50%, plus

                                            (ii) the  Prime  Rate then in effect
                  for such month.



<PAGE>


                  To the extent that the interest  rate for any  calendar  month
                  shall be based upon the Prime  Rate,  such Prime Rate shall be
                  the Prime  Rate in effect at 9:00 a.m.  (Eastern  time) on the
                  1st day of such month.  The term  "Prime  Rate" shall mean the
                  "prime rate" as announced from time to time by Chase Manhattan
                  Bank,  New York,  New York or any  successor  thereto.  In the
                  event  Chase  Manhattan  Bank,  New  York,  New  York  or  any
                  successor  thereto,  shall  discontinue  announcement  of said
                  Prime Rate, a comparable  index designated by the Lender shall
                  be used in  calculating  the  Interest  Rate.  It is expressly
                  agreed  that the use of the  term  "prime  rate" or any  other
                  similar  designation  is not  intended  to, nor does it, imply
                  that said rate of interest is a preferred  rate of interest or
                  one which is offered by Chase  Manhattan  Bank,  New York, New
                  York  or  any  successor  thereto  to  its  most  creditworthy
                  customers.

                           Original Prime  Interest Rate -- means,  with respect
                  to any calendar  month,  a per annum rate of interest equal to
                  the greater of:

                                    (a)     9.25%, or

                                    (b)     the sum of

                                            (i)      1.50%, plus

                                            (ii) the  Prime  Rate then in effect
                  for such month.

                  To the extent that the interest  rate for any  calendar  month
                  shall be based upon the Prime  Rate,  such Prime Rate shall be
                  the Prime  Rate in effect at 9:00 a.m.  (Eastern  time) on the
                  1st day of such month.  The term  "Prime  Rate" shall mean the
                  "prime rate" as announced from time to time by Chase Manhattan
                  Bank,  New York,  New York or any  successor  thereto.  In the
                  event  Chase  Manhattan  Bank,  New  York,  New  York  or  any
                  successor  thereto,  shall  discontinue  announcement  of said
                  Prime Rate, a comparable  index designated by the Lender shall
                  be used in  calculating  the  Interest  Rate.  It is expressly
                  agreed  that the use of the  term  "prime  rate" or any  other
                  similar  designation  is not  intended  to, nor does it, imply
                  that said rate of interest is a preferred  rate of interest or
                  one which is offered by Chase  Manhattan  Bank,  New York, New
                  York  or  any  successor  thereto  to  its  most  creditworthy
                  customers.

                           Steamboat  Construction  Project  Borrowing  Base  --
                  means, on any date and with respect to the Steamboat  Project,
                  80% of the aggregate amount of

                                    (a)  Construction  Costs  for the  Steamboat
                           Project,  FF&E Costs for the  Steamboat  Project  and
                           Sales,  Marketing  & Other  Costs  for the  Steamboat
                           Project  incurred and paid for by GSRP on or prior to
                           such date in respect of the  Steamboat  Project under
                           and in  accordance  with the Budget for the Steamboat
                           Project plus

                                    (b) pre-development expenses and land values
                           (net of mortgage  debt) for such Project set forth on
                           Schedule 1 hereto,

                  provided that the "Steamboat  Construction  Project  Borrowing
                  Base" shall, in no case, exceed the lesser of:


<PAGE>


                                    (i) the remainder of (1)  $56,300,000  minus
                           (2) 50% of the original outstanding principal
                           balance of the Mezzanine Debt, if any; and



                                    (ii)   the    remainder   of   (A)   Maximum
                           Outstanding Loan Limit,  minus (B) the sum of (1) the
                           aggregate   outstanding   principal  balance  of  all
                           Construction  Project  Advances  other than Steamboat
                           Construction  Project  Advances as of such date,  (2)
                           the aggregate  outstanding  principal  balance of all
                           Inventory  Advances  as of  such  date  and  (3)  the
                           aggregate  outstanding  principal balance of Interest
                           Advances other than Steamboat Interest Advances as of
                           such date.

                  (b) Amendment of Sections  2.1(a) and (b) of the Existing LSA.
         Sections  2.1(a) and (b) of the  Existing  LSA are hereby  amended  and
         restated in its entirety as follows:

                           2.1      Construction Project Advances.

                                    (a) Steamboat Construction Project Advances.
                           Except  as  provided  in the  final  proviso  to this
                           clause  (a),  each  of  the  Steamboat   Construction
                           Project Advance Lenders agrees, pursuant to the terms
                           of this Agreement and subject to the  satisfaction of
                           the  conditions   precedent  in  Section  6  of  this
                           Agreement,  to make its Pro Rata Share of one or more
                           advances in respect of the  Steamboat  Project  (such
                           advances,  with respect to the Steamboat Project, are
                           individually    referred   to   as   a    "*Steamboat
                           Construction Project Advance" and collectively as the
                           "*Steamboat  Construction  Project Advances") to GSRP
                           from time to time  during  the  Steamboat  Commitment
                           Period, provided that

                         (i) no Steamboat  Construction Project Advance shall be
                    made

                                                     (A)  unless  the   proceeds
                                            thereof  are to be used  to  satisfy
                                            Construction Costs in respect of the
                                            Steamboat  Project,  FF&E  Costs  in
                                            respect  of  the  Steamboat  Project
                                            and/or  Sales,   Marketing  &  Other
                                            Costs in  respect  of the  Steamboat
                                            Project  and  no  Equity  Moneys  or
                                            Mezzanine    Debt    proceeds    are
                                            available    that   are   designated
                                            pursuant   to  the  Budget  for  the
                                            Steamboat  Project  to  be  used  to
                                            satisfy such Costs;



<PAGE>



                                                        20

                                                     (B) if the proceeds thereof
                                            are to be used to reimburse GSRP for
                                            any  Equity  Moneys  used to satisfy
                                            the minimum cash equity requirements
                                            for   the   Steamboat   Project   or
                                            Mezzanine   Debt,   in  each   case,
                                            previously     used    to    satisfy
                                            Construction Costs in respect of the
                                            Steamboat  Project,  FF&E  Costs  in
                                            respect  of  the  Steamboat  Project
                                            and/or  Sales,   Marketing  &  Other
                                            Costs in  respect  of the  Steamboat
                                            Project  (provided that the proceeds
                                            may be used to repay the  BankBoston
                                            Interim  Steamboat  Project  Advance
                                            per  Part  II of  Schedule  1 to the
                                            First Amendment Agreement);

                                                     (C) if a  Default  or Event
                                            of Default shall then exist that has
                                            not  been  waived  by the  Steamboat
                                            Construction     Project    Required
                                            Lenders, and

                                                     (D) if the aggregate amount
                                            of the purchase prices payable under
                                            Validated Contracts arising from the
                                            sale   of   Steamboat   Quartershare
                                            Interests is less than  $16,500,000,
                                            provided that,  until the earlier of
                                            (I)  December  31,  1999 and (II) 60
                                            days after GSRP shall have  obtained
                                            its subdivision license in Colorado,
                                            GSRP may  satisfy  the  requirements
                                            under  this  clause  (D)  by  having
                                            Reservation   Contracts   having  an
                                            aggregate  amount of purchase prices
                                            of not less than $23,700,000;

                                            (ii) (A) on the  date of the  making
                                    of  any   Steamboat   Construction   Project
                                    Advance  (and after giving  effect  thereto)
                                    the aggregate  outstanding  principal amount
                                    of all  Construction  Project  Advances made
                                    hereunder   with   respect  to  all  of  the
                                    Projects  shall  not  exceed  the  Aggregate
                                    Construction    Project    Borrowing   Base,
                                    determined  as of such date,  and (B) on the
                                    date  of  the   making   of  any   Steamboat
                                    Construction  Project Advance hereunder (and
                                    after giving  effect  thereto) the aggregate
                                    original  principal  amount of all  Advances
                                    made    hereunder     shall    not    exceed
                                    $177,000,000,  provided  that in making such
                                    calculation there shall be no duplication in
                                    respect of any Construction  Project Advance
                                    or Advances which shall have been refinanced
                                    by an Inventory Advance;



<PAGE>


                                            (iii) on the date of the  making  of
                                    any Steamboat  Construction  Project Advance
                                    (and after  giving  effect  thereto) (A) the
                                    aggregate  original  principal amount of all
                                    Steamboat Construction Project Advances made
                                    hereunder   shall  not   exceed  the  amount
                                    described in clause (a) of the definition of
                                    Steamboat   Construction  Project  Borrowing
                                    Base  (without  giving effect to the proviso
                                    with respect thereto)  determined as of such
                                    date  and (B) on the date of the  making  of
                                    any Steamboat  Construction  Project Advance
                                    (and  after  giving   effect   thereto)  the
                                    aggregate  outstanding  principal  amount of
                                    all Steamboat  Construction Project Advances
                                    and all  Steamboat  Interest  Advances  made
                                    hereunder  shall not  exceed  the  Steamboat
                                    Construction    Project    Borrowing   Base,
                                    determined as of such date (inclusive of the
                                    proviso   set   forth   in  the   definition
                                    thereof);

                                            (iv) the original  principal  amount
                                    of  each  Steamboat   Construction   Project
                                    Advance   to   be   made   in   respect   of
                                    Construction Costs of the Steamboat Project,
                                    at the  time of the  making  thereof,  shall
                                    have been  determined by excluding from such
                                    Construction Costs a contractor's  retainage
                                    of not less than 10% of the  first  one-half
                                    of the applicable  Construction  Costs (such
                                    10% so reserved  from any such  Construction
                                    Costs  is   referred   to   herein   as  the
                                    "Steamboat  Retainage  Amount;" for purposes
                                    of the  avoidance  of doubt,  the  Steamboat
                                    Retainage  Amount  shall be  based  upon the
                                    full amount of certified  Construction Costs
                                    for the  Steamboat  Project and shall remain
                                    as  a  retainage  until  the  final  payment
                                    thereof),  provided that, in connection with
                                    the  Steamboat   Final   Construction   Cost
                                    Advance and subject to the  requirements  of
                                    Section 6.4  hereof,  this clause (iv) shall
                                    not  operate  and the  aggregate  unutilized
                                    Steamboat  Retainage  Amounts  may  then  be
                                    borrowed  in  their  entirety  and  provided
                                    further that the  Administrative  Agent,  as
                                    directed  by  the   Steamboat   Construction
                                    Project  Required  Lenders  and upon  GSRP's
                                    submission  of a  written  request  therefor
                                    (which  request  shall  be  based  upon  the
                                    completion  of  construction   work  at  the
                                    Steamboat  Project by a subcontractor  or by
                                    the  General  Contractor  for the  Steamboat
                                    Project  and the  desire of GSRP to pay such
                                    subcontractor or the General  Contractor for
                                    such work),  may agree to advance any or all
                                    of  such  unutilized   Steamboat   Retainage
                                    Amounts prior to the making of the Steamboat
                                    Final  Construction  Cost  Advance upon such
                                    terms and conditions as it may require;

                                            (v) the original principal amount of
                                    the  Steamboat   Final   Construction   Cost
                                    Advance,  assuming  compliance  with clauses
                                    (ii) and (iii) above,  shall not exceed 100%
                                    of the  aggregate  amount  of the  Steamboat
                                    Retainage  Amounts then owing to the General
                                    Contractor  for the Steamboat  Project under
                                    the Construction  Contract for the Steamboat
                                    Project,  as of the  date of the  making  of
                                    such  *Steamboat  Final   Construction  Cost
                                    Advance;



<PAGE>


                                            (vi)  no  more  than  one  Steamboat
                                    Construction  Project  Advance shall be made
                                    during  any weekly  period and no  Steamboat
                                    Construction  Project  Advance shall be made
                                    if any other  Construction  Project  Advance
                                    was made during such weekly period;

                                            (vii)  each  Steamboat  Construction
                                    Project  Advance  shall  only  relate  or be
                                    attributable only to the Steamboat  Project;
                                    and

                                            (viii)  no  Steamboat   Construction
                                    Project  Advance  shall be in an  amount  of
                                    less   than   $50,000   and   no   Steamboat
                                    Construction  Project  Advance shall be made
                                    until  Lenders  shall have been obtained and
                                    have agreed hereunder to provide commitments
                                    of  at  least   $56,300,000   of   Steamboat
                                    Construction     Project     Advances    and
                                    $46,200,000 of Canyons  Construction Project
                                    Advances  (counting  with  respect  to  such
                                    amount  the  Canyons   Construction  Project
                                    Advance  Commitments  of  Textron  Financial
                                    Corporation   and   Green   Tree   Financial
                                    Servicing Corporation);

                           provided  that,  with  respect  to the  making of any
                           Steamboat  Construction Project Advance in respect of
                           the Interim  Steamboat  Construction  Project Advance
                           Commitment   (an  "Interim   Steamboat   Construction
                           Project Advance"), the conditions set forth on Part 1
                           of Schedule 1 to the First  Amendment  Agreement  and
                           not  the   conditions   set  forth   above  shall  be
                           applicable;

                                    (b) Canyons  Construction  Project Advances.
                           Each  of the  Canyons  Construction  Project  Advance
                           Lenders  agrees,   pursuant  to  the  terms  of  this
                           Agreement  and  subject  to the  satisfaction  of the
                           conditions  precedent in Section 6 of this Agreement,
                           to make its Pro Rata Share of one or more advances in
                           respect of the Canyons Project (such  advances,  with
                           respect  to the  Canyons  Project,  are  individually
                           referred to herein as a "Canyons Construction Project
                           Advance"   and    collectively    as   the   "Canyons
                           Construction  Project Advances") to GSRP from time to
                           time during the Canyons Commitment  Period,  provided
                           that

                         (i) no Canyons  Construction  Project  Advance shall be
                    made



<PAGE>


                                                     (A)  unless  the   proceeds
                                            thereof  are to be used  to  satisfy
                                            Construction Costs in respect of the
                                            Canyons   Project,   FF&E  Costs  in
                                            respect  of  the   Canyons   Project
                                            and/or  Sales,   Marketing  &  Other
                                            Costs  in  respect  of  the  Canyons
                                            Project  and  no  Equity  Moneys  or
                                            Mezzanine  Debt are  available  that
                                            are designated to be used to satisfy
                                            such  Costs  pursuant  to the Budget
                                            for the Canyons Project;

                                                     (B) if the proceeds thereof
                                            are to be used to reimburse GSRP for
                                            any  Equity  Moneys  used to satisfy
                                            cash minimum equity requirements for
                                            the  Canyons  Project  or  Mezzanine
                                            Debt, in each case,  previously used
                                            to  satisfy  Construction  Costs  in
                                            respect of the Canyons Project, FF&E
                                            Costs  in  respect  of  the  Canyons
                                            Project  and/or  Sales,  Marketing &
                                            Other   Costs  in   respect  of  the
                                            Canyons Project;

                                                     (C) if a  Default  or Event
                                            of Default shall then exist that has
                                            not  been   waived  by  the  Canyons
                                            Construction     Project    Required
                                            Lenders, and

                                                     (D) if the aggregate amount
                                            of the purchase prices payable under
                                            Validated Contracts arising from the
                                            sale   of    Canyons    Quartershare
                                            Interests is less than $31,700,000;

                                            (ii) (A) on the  date of the  making
                                    of any Canyons  Construction Project Advance
                                    (and  after  giving   effect   thereto)  the
                                    aggregate  outstanding  principal  amount of
                                    all   Construction   Project  Advances  made
                                    hereunder   with   respect  to  all  of  the
                                    Projects  shall  not  exceed  the  Aggregate
                                    Construction    Project    Borrowing   Base,
                                    determined  as of such date,  and (B) on the
                                    date   of  the   making   of   any   Canyons
                                    Construction  Project Advance hereunder (and
                                    after giving  effect  thereto) the aggregate
                                    original  principal  amount of all  Advances
                                    made    hereunder     shall    not    exceed
                                    $177,000,000,  provided  that in making such
                                    calculation there shall be no duplication in
                                    respect of any Construction  Project Advance
                                    or Advances which shall have been refinanced
                                    by an Inventory Advance;



<PAGE>


                                            (iii) on the date of the  making  of
                                    any  Canyons  Construction  Project  Advance
                                    (and after  giving  effect  thereto) (A) the
                                    aggregate  original  principal amount of all
                                    Canyons  Construction  Project Advances made
                                    hereunder   shall  not   exceed  the  amount
                                    described in clause (a) of the definition of
                                    Canyons  Construction Project Borrowing Base
                                    (without  giving  effect to the proviso with
                                    respect thereto)  determined as of such date
                                    and  (B) on the  date of the  making  of any
                                    Canyons  Construction  Project  Advance (and
                                    after giving  effect  thereto) the aggregate
                                    outstanding  principal amount of all Canyons
                                    Construction   Project   Advances   and  all
                                    Canyons  Interest  Advances  made  hereunder
                                    shall not  exceed the  Canyons  Construction
                                    Project  Borrowing  Base,  determined  as of
                                    such  date  (inclusive  of the  proviso  set
                                    forth in the definition thereof);

                                            (iv) the original  principal  amount
                                    of each Canyons Construction Project Advance
                                    to be made in respect of Construction  Costs
                                    of the Canyons  Project,  at the time of the
                                    making  thereof,  shall have been determined
                                    by excluding from such Construction  Costs a
                                    contractor's  retainage of not less than 10%
                                    of the  first  one-half  of  the  applicable
                                    Construction  Costs  (such  10% so  reserved
                                    from any such Construction Costs is referred
                                    to herein as the "Canyons Retainage Amount;"
                                    for purposes of the avoidance of doubt,  the
                                    Canyons Retainage Amount shall be based upon
                                    the full  amount of  certified  Construction
                                    Costs  for the  Canyons  Project  and  shall
                                    remain  as  a  retainage   until  the  final
                                    payment   thereof),    provided   that,   in
                                    connection    with   the    Canyons    Final
                                    Construction Cost Advance and subject to the
                                    requirements  of Section  6.4  hereof,  this
                                    clause   (iv)  shall  not  operate  and  the
                                    aggregate   unutilized   Canyons   Retainage
                                    Amounts   may  then  be  borrowed  in  their
                                    entirety  and  provided   further  that  the
                                    Administrative  Agent,  as  directed  by the
                                    Canyons    Construction   Project   Required
                                    Lenders  and  upon  GSRP's  submission  of a
                                    written  request   therefor  (which  request
                                    shall  be  based  upon  the   completion  of
                                    construction  work at the Canyons Project by
                                    a subcontractor or by the General Contractor
                                    for the  Canyons  Project  and the desire of
                                    GSRP  to  pay  such   subcontractor  or  the
                                    General Contractor for such work), may agree
                                    to  advance  any or all of  such  unutilized
                                    Canyons   Retainage  Amounts  prior  to  the
                                    making  of the  Canyons  Final  Construction
                                    Cost Advance upon such terms and  conditions
                                    as it may require;

                                            (v) the original principal amount of
                                    the Canyons Final Construction Cost Advance,
                                    assuming  compliance  with  clauses (ii) and
                                    (iii)  above,  shall not exceed  100% of the
                                    aggregate  amount of the  Canyons  Retainage
                                    Amounts then owing to the General Contractor
                                    for   the   Canyons    Project   under   the
                                    Construction   Contract   for  the   Canyons
                                    Project,  as of the  date of the  making  of
                                    such   Canyons   Final   Construction   Cost
                                    Advance;



<PAGE>


                                            (vi)  no  more   than  one   Canyons
                                    Construction  Project  Advance shall be made
                                    during  any  weekly  period  and no  Canyons
                                    Construction  Project  Advance shall be made
                                    if any other  Construction  Project  Advance
                                    was made during such weekly period;

                                            (vii)  each   Canyons   Construction
                                    Project  Advance  shall  only  relate  or be
                                    attributable  only to the  Canyons  Project;
                                    and

                                            (viii)   no   Canyons   Construction
                                    Project  Advance  shall be in an  amount  of
                                    less than $50,000.


                  (c)  References  to  $200,000,000   and  $145,000,000  in  the
         Existing LSA. All references to  "$200,000,000" in the Existing LSA and
         in any other Security  Documents are hereby  automatically  modified to
         refer  to  "$177,000,000"  without  the  need  or  requirement  of  any
         additional action by any party hereto. All references to "$145,000,000"
         in the  Existing  LSA and in any other  Security  Documents  are hereby
         automatically modified to refer to the "Maximum Outstanding Loan Limit"
         without the need or requirement  of any additional  action by any party
         hereto.

                  (d) Amendment of Section  2.3(c)(i).  There is hereby added to
         Section 2.3(c) (i) of the Existing LSA the following last sentence:

                           For the  avoidance  of doubt,  each of the  Steamboat
                  Loan, the Canyons Loan,  the  *Sugarbush  Loan, the *Sugarloaf
                  Loan,  the Jordan Bowl Loan, the Attitash Loan, the Killington
                  Loan  and  the Mt.  Snow  Loan,  shall  bear  interest  at the
                  Original  Prime  Interest  Rate  and on  and  after  the  Full
                  Syndication Date shall bear interest at the New Prime Interest
                  Rate or the LIBOR  Interest Rate and the  appropriate  Project
                  Required Lenders may elect which rate shall apply, as provided
                  for in the definition of "Interest Rate."

                  (d) Section 2.5(c) of the Existing LSA.  Section 2.5(c) of the
         Existing LSA is hereby amended and restated in its entirety as follows:

                  (e)      Borrowing Base Prepayments.

                           (i)  If  on  any  date  the   aggregate   outstanding
                  principal  amount  of the  Loan  shall  exceed  the  Aggregate
                  Construction  Project  Borrowing  Base,  determined as of such
                  date, GSRP shall  immediately pay the amount of such excess to
                  the  Administrative   Agent  together  with  interest  accrued
                  thereon to (but not  including)  the date of such  payment and
                  such amounts shall be applied by the Administrative Agent when
                  received  in good,  collected  funds as set  forth in  Section
                  2.5(d) hereof to prepay ratably each outstanding Advance.



<PAGE>


                           (ii)  If  on  any  date  the  aggregate   outstanding
                  principal  amount  of the  Steamboat  Loan  shall  exceed  the
                  Steamboat  Construction Project Borrowing Base,  determined as
                  of such date,  GSRP shall  immediately  pay the amount of such
                  excess to the  Administrative  Agent  together  with  interest
                  accrued  thereon  to  (but  not  including)  the  date of such
                  payment   and   such   amounts   shall  be   applied   by  the
                  Administrative Agent when received in good, collected funds as
                  set forth in Section  2.5(d)  hereof to prepay  the  Steamboat
                  Loan,  provided  that,  during  the  Syndication  Period,  the
                  Steamboat  Construction Borrowing Base shall be limited to 80%
                  of the  aggregate  amount of  Construction  Costs and interest
                  costs for the Steamboat  Project and shall, in no case, exceed
                  $12,000,000 .

                           If on any date the  aggregate  outstanding  principal
                  amount  of  the   Canyons   Loan  shall   exceed  the  Canyons
                  Construction  Project  Borrowing  Base,  determined as of such
                  date, GSRP shall  immediately pay the amount of such excess to
                  the  Administrative   Agent  together  with  interest  accrued
                  thereon to (but not  including)  the date of such  payment and
                  such amounts shall be applied by the Administrative Agent when
                  received  in good,  collected  funds as set  forth in  Section
                  2.5(d) hereof to prepay the Canyons Loan.

                           (iii)  If on each of the  following  test  dates  the
                  aggregate   outstanding  principal  amount  of  all  Inventory
                  Advances (other the Inventory  Advances in respect of the 1997
                  Projects) exceeds the maximum outstanding  principal amount of
                  Inventory Advances set forth below, GSRP shall immediately pay
                  the amount of such excess to the Administrative Agent together
                  with interest  accrued thereon to (but not including) the date
                  of such  payment  and such  amounts  shall be  applied  by the
                  Administrative Agent when received in good, collected funds as
                  set forth in Section  2.5(d)  hereof  ratably to all Inventory
                  Advances (other than Inventory Advances in respect of the 1997
                  Projects):

<TABLE>
<CAPTION>



----------------------------------------------------------- ========================================================

                        Test Date                              Maximum Outstanding Principal Amount of Inventory
                                                                                   Advances
----------------------------------------------------------- ========================================================
----------------------------------------------------------- ========================================================
<S>                                                         <C>
March 31, 2001                                              the remainder of (1) $60,000,000 minus (2) the
                                                            original outstanding principal amount of the Mezzanine
                                                            Debt, if any
----------------------------------------------------------- ========================================================
----------------------------------------------------------- ========================================================

September 30, 2001                                          the remainder of (1) $40,000,000 minus (2) the
                                                            original outstanding principal amount of the Mezzanine
                                                            Debt, if any
----------------------------------------------------------- ========================================================
----------------------------------------------------------- ========================================================

March 31, 2002                                              the remainder of (1) $15,000,000 minus (2) the
                                                            original outstanding principal amount of the Mezzanine
                                                            Debt, if any
----------------------------------------------------------- ========================================================
----------------------------------------------------------- ========================================================


----------------------------------------------------------- ========================================================
</TABLE>

                  (f)  Cash  Collateral  Account.  For so  long  as any  Interim
         Steamboat  Construction Project Advance is outstanding,  no moneys from
         the  Cash  Collateral  Account  or in  respect  of any  Borrowing  Base
         prepayment (other than in respect of the Steamboat Construction Project
         Borrowing  Base) shall be allocated or distributed  in respect  thereof
         unless  and until all other  Obligations  shall have been paid in full,
         provided  that this  clause  (f) shall  have no effect on and after the
         Full  Syndication  Date or, if  earlier,  the date on which  Green Tree
         shall have  elected,  in its sole  discretion,  to  participate  in the
         Interim  Steamboat  Construction  Project  Advance,  as contemplated in
         recital O of this First Amendment Agreement.

                  (g)  Amendment  of  Steamboat   Construction  Project  Advance
         Commitment and Steamboat  Inventory Advance  Commitment.  The Steamboat
         Construction  Project Advance Commitment of Textron is hereby decreased
         to $0, provided that, as set forth in recital I of this First Amendment
         Agreement,  Textron hereby extends the Interim  Steamboat  Construction
         Project Advance  Commitment to GSRP for the Syndication Period (subject
         to any adjustments  with respect  thereto  contemplated in recital O of
         this First Amendment  Agreement).  The Steamboat  Construction  Project
         Advance  Commitment of Green Tree is hereby  decreased to $0 subject to
         its  decision  to  participate  in the Interim  Steamboat  Construction
         Project  Commitment,  as set forth in recital O of this First Amendment
         Agreement.  The Steamboat  Inventory  Advance  Commitment of Textron is
         hereby decreased to $0. The Steamboat  Inventory Advance  Commitment of
         Green  Tree is hereby  decreased  to $0.  For the  avoidance  of doubt,
         neither  Textron nor Green Tree shall have any obligation or commitment
         to extend any  Steamboat  Construction  Project  Advances or  Steamboat
         Inventory  Advances,  provided  that,  for so  long  as the  conditions
         precedent  set forth on Part 1 to  Schedule 1 to this  First  Amendment
         Agreement are satisfied  and then only during the  Syndication  Period,
         Textron  (and,  to the  extent,  but only to  extent,  provided  for in
         recital O of the First  Amendment  Agreement,  Green  Tree) will extend
         Interim Steamboat Construction Project Advances to GSRP pursuant to the
         Interim Steamboat Project Advance Commitment.



<PAGE>


         The Steamboat  Construction  Project  Advance Note of Textron is hereby
         amended to reflect  the above as is  Textron's  signature  block to the
         Existing LSA.  GSRP shall  execute and deliver an allonge,  in form and
         substance  satisfactory  to Textron,  reflecting  the above and Textron
         shall attach it to said Steamboat  Construction  Project  Advance Note.
         The Steamboat Construction Project Advance Note of Green Tree is hereby
         amended to reflect the above as is Green Tree's  signature block to the
         Existing LSA.  GSRP shall  execute and deliver an allonge,  in form and
         substance  satisfactory  to Green Tree,  reflecting the above and Green
         Tree shall attach it to said  Steamboat  Construction  Project  Advance
         Note. The Steamboat Inventory Advance Note of Textron is hereby amended
         to reflect the above as is  Textron's  signature  block to the Existing
         LSA. GSRP shall  execute and deliver an allonge,  in form and substance
         satisfactory to Textron,  reflecting the above and Textron shall attach
         it to said Steamboat  Inventory  Advance Note. The Steamboat  Inventory
         Advance Note of Green Tree is hereby amended to reflect the above as is
         Green Tree's  signature  block to the Existing  LSA. GSRP shall execute
         and deliver an allonge,  in form and  substance  satisfactory  to Green
         Tree,  reflecting  the  above and Green  Tree  shall  attach it to said
         Steamboat Inventory Advance Note.

                         (h) Amendment of Canyons  Construction  Project Advance
                    Commitment and Canyons Inventory Advance Commitment.


                         (i)  Textron's  current  Canyons  Construction  Project
                    Advance Commitment is hereby increased from


                                    (A)  $6,516,768.21  + {50% of each dollar of
                           principal  repaid  in  respect  of  the  Jordan  Bowl
                           Inventory   Advance  Note,  the  Attitash   Inventory
                           Advance Note, the Killington  Inventory  Advance Note
                           and the  Mt.  Snow  Inventory  Advance  Note  held by
                           Textron  up to a  maximum  of  $8,483,231.79}  -- the
                           total possible amount of Canyons Construction Project
                           Advance Commitment shall not exceed $15,000,000 to



<PAGE>


                                    (B) $28,128,755.86 + {100% of each dollar of
                           principal  repaid  in  respect  of  the  Jordan  Bowl
                           Inventory   Advance  Note,  the  Attitash   Inventory
                           Advance Note, the Killington  Inventory  Advance Note
                           and the  Mt.  Snow  Inventory  Advance  Note  held by
                           Textron up to a maximum of $11,871,244.14} + (without
                           duplication)  {100% of the  principal  amount  of the
                           portion of the Jordan Bowl  Inventory  Advance  Note,
                           the Attitash  Inventory  Advance Note, the Killington
                           Inventory  Advance Note and/or the Mt. Snow Inventory
                           Advance Note sold and  assigned by Textron  after the
                           First  Amendment  Closing  Date  pursuant  to Section
                           2.6(b) of the Amended  LSA and 100% of the  principal
                           amount of the participations granted by Textron after
                           the First Amendment Closing Date in and to its Jordan
                           Bowl Inventory  Advance Note, its Attitash  Inventory
                           Advance Note, its Killington  Inventory  Advance Note
                           and/or its Mt. Snow  Inventory  Advance Note pursuant
                           to Section  2.6(a) of the  Amended  LSA} -- the total
                           possible  amount  of  Canyons   Construction  Project
                           Advance  Commitment  shall not exceed  $40,000,000 --
                           minus,  in  any  case,  (1)  during  the  Syndication
                           Period,  the Interim Steamboat  Construction  Project
                           Advance  Commitment  and (2)  after  the  Syndication
                           Period, the aggregate outstanding principal amount of
                           all Interim Steamboat  Construction  Project Advances
                           and  Steamboat  Interest  Advances  made  during  the
                           Syndication  Period unless the Full  Syndication Date
                           shall have occurred and such Advances shall have been
                           consequently     recharacterized     as     Steamboat
                           Construction  Project Advances and Steamboat Interest
                           Advances made during the Steamboat  Commitment Period
                           (the  Syndication   Period  not  being  deemed,   for
                           purposes  of  this  subclause  (B),  as  part  of the
                           Steamboat  Commitment  Period)  in  which  case  this
                           clause (2) shall be deemed to be $0;  clauses (1) and
                           (2) above are subject in any case to the  adjustments
                           contemplated  in  recital O of this  First  Amendment
                           Agreement.

                  The Canyons  Construction  Project  Advance Note of Textron is
                  hereby amended to reflect the above as is Textron's  signature
                  block to the Existing  LSA.  GSRP shall execute and deliver an
                  allonge,  in  form  and  substance  satisfactory  to  Textron,
                  reflecting the above and Textron shall attach it to said Note.

                         (ii)  Textron's   current  Canyons   Inventory  Advance
                    Commitment is hereby increased from


                                    (A)  $6,516,768.21  + {50% of each dollar of
                           principal  repaid  in  respect  of  the  Jordan  Bowl
                           Inventory   Advance  Note,  the  Attitash   Inventory
                           Advance Note, the Killington  Inventory  Advance Note
                           and the  Mt.  Snow  Inventory  Advance  Note  held by
                           Textron  up to a  maximum  of  $8,483,231.79}  -- the
                           total possible  amount of Canyons  Inventory  Advance
                           Commitment shall not exceed $15,000,000 to



<PAGE>


                                    (B) $28,128,755.86 + {100% of each dollar of
                           principal  repaid  in  respect  of  the  Jordan  Bowl
                           Inventory   Advance  Note,  the  Attitash   Inventory
                           Advance Note, the Killington  Inventory  Advance Note
                           and the  Mt.  Snow  Inventory  Advance  Note  held by
                           Textron up to a maximum of $11,871,244.14} + (without
                           duplication)  {100% of the  principal  amount  of the
                           portion of the Jordan Bowl  Inventory  Advance  Note,
                           the Attitash  Inventory  Advance Note, the Killington
                           Inventory  Advance Note and/or the Mt. Snow Inventory
                           Advance Note sold and  assigned by Textron  after the
                           First  Amendment  Closing  Date  pursuant  to Section
                           2.6(b) of the Amended  LSA and 100% of the  principal
                           amount of the participations granted by Textron after
                           the First Amendment Closing Date in and to its Jordan
                           Bowl Inventory  Advance Note, its Attitash  Inventory
                           Advance Note, its Killington  Inventory  Advance Note
                           and/or its Mt. Snow  Inventory  Advance Note pursuant
                           to Section  2.6(a) of the  Amended  LSA} -- the total
                           possible   amount  of   Canyons   Inventory   Advance
                           Commitment shall not exceed $40,000,000 minus, in any
                           case, the aggregate  outstanding  principal amount of
                           all Interim Steamboat  Construction  Project Advances
                           and  Steamboat  Interest  Advances  made  during  the
                           Syndication  Period unless the Full  Syndication Date
                           shall have occurred and such Advances shall have been
                           consequently     recharacterized     as     Steamboat
                           Construction  Project Advances and Steamboat Interest
                           Advances made during the Steamboat  Commitment Period
                           (the Syndication Period not being deemed for purposes
                           of this  subclause  (B) to be  part of the  Steamboat
                           Commitment  Period)  in which case  nothing  shall be
                           subtracted  from the foregoing  amounts;  clauses (1)
                           and  (2)  above  are  subject  in  any  case  to  the
                           adjustments  contemplated  in  recital O of the First
                           Amendment .

                  The  Canyons  Inventory  Advance  Note of  Textron  is  hereby
                  amended to reflect the above as is Textron's  signature  block
                  to the  Existing  LSA.  GSRP  shall  execute  and  deliver  an
                  allonge,  in  form  and  substance  satisfactory  to  Textron,
                  reflecting the above and Textron shall attach it to said Note.

                           (iii)  Green  Tree's  current  Canyons   Construction
                  Project Advance Commitment is hereby increased from

                                    (A)  $6,516,768.21  + {50% of each dollar of
                           principal  repaid  in  respect  of  the  Jordan  Bowl
                           Inventory   Advance  Note,  the  Attitash   Inventory
                           Advance Note, the Killington  Inventory  Advance Note
                           and the Mt. Snow Inventory Advance Note held by Green
                           Tree up to a maximum of  $8,483,231.79}  -- the total
                           possible  amount  of  Canyons   Construction  Project
                           Advance Commitment shall not exceed $15,000,000 to

                                    (B) $18,128,755.86 + {100% of each dollar of
                           principal  repaid  in  respect  of  the  Jordan  Bowl
                           Inventory   Advance  Note,  the  Attitash   Inventory
                           Advance Note, the Killington  Inventory  Advance Note
                           and the Mt. Snow Inventory Advance Note held by Green
                           Tree up to a maximum  of  $11,871,244.14}  + (without
                           duplication)  {100% of the  principal  amount  of the
                           portion of the Jordan Bowl  Inventory  Advance  Note,
                           the Attitash  Inventory  Advance Note, the Killington
                           Inventory  Advance Note and/or the Mt. Snow Inventory
                           Advance  Note sold and  assigned  by Green Tree after
                           the First Amendment  Closing Date pursuant to Section
                           2.6(b) of the Amended  LSA and 100% of the  principal
                           amount of the  participations  granted  by Green Tree
                           after the First Amendment  Closing Date in and to its
                           Jordan Bowl  Inventory  Advance  Note,  its  Attitash
                           Inventory  Advance  Note,  its  Killington  Inventory
                           Advance  Note and/or its Mt. Snow  Inventory  Advance
                           Note  pursuant to Section  2.6(a) of the Amended LSA}
                           -- the total possible amount of Canyons  Construction
                           Project   Advance   Commitment   shall   not   exceed
                           $30,000,000   (subject  to  ratable   adjustments  as
                           contemplated   in  Textron's   Canyons   Construction
                           Project  Advance  Commitment  in the case that  Green
                           Tree shall  acquire a part of the  Interim  Steamboat
                           Construction   Project  Advance  Commitment  and  the
                           Interim Steamboat  Construction Project Advances,  as
                           contemplated  in  recital O of this  First  Amendment
                           Agreement).



<PAGE>


                  The Canyons Construction Project Advance Note of Green Tree is
                  hereby  amended  to  reflect  the  above  as is  Green  Tree's
                  signature  block to the Existing  LSA.  GSRP shall execute and
                  deliver an  allonge,  in form and  substance  satisfactory  to
                  Green Tree,  reflecting  the above and Green Tree shall attach
                  it to said Note.

                         (iv) Green Tree's  current  Canyons  Inventory  Advance
                    Commitment is hereby increased from


                                    (A)  $6,516,768.21  + {50% of each dollar of
                           principal  repaid  in  respect  of  the  Jordan  Bowl
                           Inventory   Advance  Note,  the  Attitash   Inventory
                           Advance Note, the Killington  Inventory  Advance Note
                           and the Mt. Snow Inventory Advance Note held by Green
                           Tree up to a maximum of  $8,483,231.79}  -- the total
                           possible   amount  of   Canyons   Inventory   Advance
                           Commitment shall not exceed $15,000,000 to

                                    (B) $18,128,755.86 + {100% of each dollar of
                           principal  repaid  in  respect  of  the  Jordan  Bowl
                           Inventory   Advance  Note,  the  Attitash   Inventory
                           Advance Note, the Killington  Inventory  Advance Note
                           and the  Mt.  Snow  Inventory  Advance  Note  held by
                           Textron up to a maximum of $11,871,244.14} + (without
                           duplication)  {100% of the  principal  amount  of the
                           portion of the Jordan Bowl  Inventory  Advance  Note,
                           the Attitash  Inventory  Advance Note, the Killington
                           Inventory  Advance Note and/or the Mt. Snow Inventory
                           Advance  Note sold and  assigned  by Green Tree after
                           the First Amendment  Closing Date pursuant to Section
                           2.6(b) of the Amended  LSA and 100% of the  principal
                           amount of the  participations  granted  by Green Tree
                           after the First Amendment  Closing Date in and to its
                           Jordan Bowl  Inventory  Advance  Note,  its  Attitash
                           Inventory  Advance  Note,  its  Killington  Inventory
                           Advance  Note and/or its Mt. Snow  Inventory  Advance
                           Note  pursuant to Section  2.6(a) of the Amended LSA}
                           -- the total  possible  amount of  Canyons  Inventory
                           Advance   Commitment  shall  not  exceed  $30,000,000
                           (subject to ratable  adjustments as  contemplated  in
                           Green Tree's Canyons Inventory Advance  Commitment in
                           the case that Green Tree shall  acquire a part of the
                           Interim   Steamboat   Construction   Project  Advance
                           Commitment  and the  Interim  Steamboat  Construction
                           Project  Advances,  as  contemplated  in recital O of
                           this First Amendment Agreement).

                  The  Canyons  Inventory  Advance  Note of Green Tree is hereby
                  amended  to  reflect  the above as is Green  Tree's  signature
                  block to the Existing  LSA.  GSRP shall execute and deliver an
                  allonge,  in form and  substance  satisfactory  to Green Tree,
                  reflecting  the above and Green Tree  shall  attach it to said
                  Note.



<PAGE>


                  (i) Section 2.6(b) of the Existing LSA.  Section 2.6(b) of the
         Existing LSA is hereby amended and restated in its entirety as follows:

                           (b) Assignments. Each Lender shall have the right, at
                  any time, to sell, assign or transfer to any Eligible Assignee
                  all or any part of its Commitment or its Pro Rata Share of the
                  Steamboat  Loan,  the Canyons Loan,  the Jordan Bowl Loan, the
                  Attitash Loan,  the Killington  Loan and/or the Mt. Snow Loan,
                  as the case may be, provided that

                                    (i) No Lender  shall  assign any part of its
                           Loan prior to the Full  Syndication  Date without the
                           prior  written  consent of GSRP,  which  shall not be
                           unreasonably  withheld;  after  the Full  Syndication
                           Date, no consent of GSRP shall be required;

                                    (ii) no such sale,  assignment  or  transfer
                           shall,  without  the prior  written  consent of GSRP,
                           require GSRP to file a  registration  statement  with
                           the  Securities  and Exchange  Commission or apply to
                           qualify such sale,  assignment or transfer  under the
                           securities laws of any state,

                                    (iii) no such sale,  assignment  or transfer
                           shall be  effective  unless  and until an  assignment
                           agreement   effecting   such  sale,   assignment   or
                           transfer,    in   form   and   substance   reasonably
                           satisfactory to the Administrative  Agent, shall have
                           been accepted by the Administrative Agent, and

                                    (iv) no such sale,  assignment  or  transfer
                           shall  be   effected   in  an  amount  of  less  than
                           $1,000,000.



<PAGE>


                  To the extent of any such  assignment in  accordance  with the
                  requirements  of this Section  2.6(b),  the  assigning  Lender
                  shall be  relieved  of its  obligations  with  respect  to its
                  respective Commitment and the portion of such Loan or Loans so
                  assigned  that  corresponds  to  such  Commitment.  Upon  such
                  execution,   delivery  and  acceptance   from  and  after  the
                  effective   date   specified  in  the   aforesaid   assignment
                  agreement, (A) the assignee thereunder shall be a party hereto
                  and, to the extent that rights and obligations  hereunder have
                  been  assigned to it pursuant  to such  assignment  agreement,
                  shall have the rights and  obligations  of a Lender  hereunder
                  that  corresponds  to the portion of the Loan so assigned  and
                  (B) the assigning Lender  thereunder shall, to the extent that
                  rights and  obligations  hereunder  have been  assigned  by it
                  pursuant to such assignment  agreement,  relinquish its rights
                  and be released from its  obligations  under this Agreement to
                  the extent of the  portion of such Loan or Loans so  assigned.
                  The  appropriate  Commitments  hereunder  shall be modified to
                  reflect  the  acceptance  of  the  assigned   portion  of  the
                  appropriate  Commitment  by such  assignee  and to reflect any
                  remaining  Commitment of such assigning Lender not so assigned
                  and, if any such  assignment  occurs after the issuance of the
                  Notes  hereunder,   the  assigning  Lender  shall,   upon  the
                  effectiveness of such assignment or as promptly  thereafter as
                  practicable,  surrender its Note to GSRP for cancellation, and
                  thereupon  new Notes  shall be issued by GSRP to the  assignee
                  and to the  assigning  Lender,  substantially  in the  form of
                  Exhibits E-1,  E-2,  E-3, E-4, E-5, E-6, E-7, E-8, E-9,  E-10,
                  E-11 or  E-12,  as the  case  may  be,  attached  hereto  with
                  appropriate   insertions,   to  reflect  the  new  appropriate
                  Commitments of the assignee and the assigning  Lender.  Except
                  as otherwise  provided in this  Section  2.6(b) and in Section
                  2.3(a)(i)  hereof,  no Lender shall,  as between GSRP and such
                  Lender,  be relieved of any of its obligations  hereunder as a
                  result of any sale,  assignment or transfer of all or any part
                  of its Commitment or its Pro Rata Share of the Loan.

                  (j)  Section  2.7  of the  Existing  LSA.  Section  2.7 of the
         Existing LSA is hereby amended and restated in its entirety as follows:

                           2.7      Commitment Fee.

                           In  connection  with the  Existing LSA (as defined in
                  the First Amendment Agreement), GSRP paid to Textron Financial
                  Corporation $600,000 for the $60,000,000 amount of commitments
                  provided for therein.  Such fee was paid to Textron  Financial
                  Corporation  in  its  individual   capacity  and  not  as  the
                  Administrative  Agent or lender.  GSRP hereby agrees that such
                  fees  were   fully   earned   and  are   nonrefundable.   GSRP
                  acknowledges that Textron  Financial  Corporation has earned a
                  $100,000  fee in  connection  with its increase in its overall
                  commitments  from  $30,000,000  to  $40,000,000  in the  First
                  Amendment  Agreement  and such  $100,000  fee shall be due and
                  payable from the first Canyons Construction Project Advance or
                  the first  Steamboat  Construction  Project Advance made after
                  the First Amendment Closing Date. Further syndication fees are
                  payable to Textron  Financial  Corporation  as provided for in
                  the  Syndication  Letter.  Except  as  specifically  set forth
                  above,  no  further  fees  are  due  and  payable  to  Textron
                  Financial  Corporation  under this  Section  2.7.  GSRP hereby
                  acknowledges  its  obligations  to pay  such  fees to  Textron
                  Financial  Corporation and further  acknowledges  that Textron
                  Financial   Corporation  has  no  obligation  to  obtain  such
                  commitments and has not assured GSRP in any way of the success
                  of  the  same.  No  Lender   (other  than  Textron   Financial
                  Corporation) shall have any rights under this Section 2.7.

                  (k) New Section  3.15(c).  A new section  3.15(c) is hereby to
the Existing LSA:

                                    (c)     Upgrading of Quartershare Interests.
                                            If



<PAGE>




                                            (i) the  Administrative  Agent shall
                                    have   executed  and  delivered  to  GSRP  a
                                    partial  release  of a Blanket  Mortgage  in
                                    connection  with the sale of a  Quartershare
                                    Interest,  as  provided  for  under  Section
                                    3.15(a) above,

                                            (ii) the  Administrative  Agent  was
                                    paid the full  Release  Price in  respect of
                                    the sale of such Quartershare Interest under
                                    said Section 3.15(a), and

                                            (iii) GSRP and the Purchaser of such
                                    Quartershare Interest shall have, subsequent
                                    to the  consummation  of the  sale  of  such
                                    Quartershare    Interest,    determined   to
                                    "upgrade" such Quartershare Interest and, in
                                    connection  therewith,  shall  have  entered
                                    into  the  appropriate   sale  and  exchange
                                    documents    (all   of   which    shall   be
                                    satisfactory   to   Administrative    Agent)
                                    whereby the  Purchaser of such  "originally"
                                    acquired  Quartershare Interest is to convey
                                    such Quartershare  Interest back to GSRP and
                                    is to enter into a Contract to purchase  the
                                    "upgraded" Quartershare Interest,

                           then the Administrative Agent shall apply the release
                           procedures  set forth in Section  3.15(a)  above with
                           respect  to the  consummation  of the  sale  of  such
                           "upgraded"  Quartershare  Interest upon the following
                           conditions   (which  shall  be  in  addition  to  the
                           conditions  set forth in  Section  3.15(a)  above and
                           shall take precedence over any conflicting conditions
                           set forth in said Section 3.15(a)):

                                            (1) the  Contract  for  the  sale of
                                    such "upgraded"  Quartershare Interest shall
                                    be   consummated   and,    contemporaneously
                                    therewith, the Purchaser shall have conveyed
                                    to  GSRP,   via  a  warranty  deed  and  for
                                    valuable  consideration,   the  "originally"
                                    acquired Quartershare Interest subject to no
                                    liens or encumbrances  other than those that
                                    encumbered such  Quartershare  Interest when
                                    it was sold to such Purchaser by GSRP,

                                            (2) the  exchange of the  "upgraded"
                                    Quartershare  Interest for the  "originally"
                                    acquired  Quartershare  Interest  shall  not
                                    have  been  consummated  more  than 180 days
                                    after the  consummation  of the  purchase of
                                    the   "originally"   acquired   Quartershare
                                    Interest,

                                            (3) all other exchange documentation
                                    entered   into   between   GSRP,   and  such
                                    Purchaser   shall  be  satisfactory  to  the
                                    Administrative Agent,



<PAGE>


                                            (4) no Default or Event of Default
                                    shall then exist,

                                            (5) the applicable  Purchaser  shall
                                    not have been the  subject of a prior use of
                                    this  Section  3.15(c)  with  respect to any
                                    Quartershare  Interest previously  purchased
                                    by such Purchaser,

                                            (6) the Release  Price to be paid in
                                    respect  of  the   "upgraded"   Quartershare
                                    Interest   shall   be  the   remainder   (if
                                    positive) of (A) the Release Price otherwise
                                    payable  in   respect  of  such   "upgraded"
                                    Quartershare  Interest minus (B) the Release
                                    Price paid in  respect  of the  "originally"
                                    acquired   Quartershare  Interest  (for  the
                                    avoidance  of doubt,  the Release  Price for
                                    such "upgraded"  Quartershare  Interest will
                                    be $0 if subclause (B) above is greater than
                                    subclause (A) above), and

                                            (7)   the   "originally"    acquired
                                    Quartershare   Interest,   which   has  been
                                    contemporaneously  reacquired  by GSRP  from
                                    such  Purchaser,   shall  be  added  to  the
                                    Collateral  and made  subject  once again to
                                    the   Blanket   Mortgage   that   originally
                                    encumbered it (pursuant to a modification to
                                    such   Blanket   Mortgage   which  shall  be
                                    satisfactory  to the  Administrative  Agent)
                                    and an appropriate  endorsement to the Title
                                    Insurance Policy {Blanket}, at the sole cost
                                    of GSRP,  reflecting  such addition shall be
                                    delivered to the  Administrative  Agent (for
                                    the avoidance of doubt, the Release Price of
                                    such  Quartershare  Interest  shall  be  its
                                    original Release Price).

                  (l)  Conditions  Precedent.  Sections 6.2, 6.3, 6.5, 6.6, 6.7,
         6.8, and 6.9 of the Existing LSA shall not be applicable to any Interim
         Steamboat  Construction  Project Advance during the Syndication Period.
         Schedule 1 attached hereto contains all conditions precedent applicable
         to  such  Interim  Steamboat   Construction   Project  Advances.   GSRP
         represents  and  warrants to the Lenders and the  Administrative  Agent
         that all deliveries and other  conditions set forth in Section 6.1 with
         respect to the Steamboat  Construction  Project Advances have been made
         and/or satisfied.

                  (m)  Section  7.6  of the  Existing  LSA.  Section  7.6 of the
         Existing LSA is amended and restated in its entirety as follows:



<PAGE>


                  GSRP shall not become or be liable in respect of any  guaranty
                  except (a) the  endorsement in the ordinary course of business
                  of negotiable  instruments for deposit or collection,  (b) the
                  guarantees  provided for under the Parent Indenture,  provided
                  that such  guarantees are unsecured and junior and subordinate
                  in  payment  to the  Obligations  as  provided  for in the ASC
                  Indenture as of the Closing Date and (c) that certain guaranty
                  issued  by  GSRP  in  favor  of  BankBoston,  N.A.  under  the
                  Parent/BKB  Credit  Facility,   which  guaranty,  GSRP  hereby
                  represents and warrants,  has been released in connection with
                  the making of the  Overadvance by Textron.  The Borrower shall
                  not consent to or permit any  modification or change in any of
                  the  terms  and   provisions  of  any  of  the   subordination
                  provisions referred to in clause (b) above. GSRP undertakes to
                  cause the Obligations  hereunder to be"Designated Senior Debt"
                  under, and as defined in, the ASC Indenture to the extent that
                  the  "Senior  Agent,"  as  such  term  is  defined  in the ASC
                  Indenture, has agreed to the same.

                  (n) Section 8.1(h) of the Existing LSA.  Section 8.1(h) of the
         Existing LSA is hereby amended and restated in its entirety as follows:

                           (h) Default by GSRP or Parent in Other  Agreements --
                  (i) any default by GSRP, the Parent or any subsidiary  thereof
                  in the payment of material  indebtedness for borrowed money or
                  any  guarantee  issued by GSRP,  the Parent or any  subsidiary
                  thereof in  respect  of  material  indebtedness  for  borrowed
                  money; or (ii) any other default under such indebtedness which
                  accelerates or permits the  acceleration  (after the giving of
                  notice or passage of time,  or both) of the  maturity  of such
                  indebtedness,  whether or not such  default has been waived by
                  the holder of such  indebtedness;  or (iii) if the Obligations
                  cease to be Senior  Debt  under,  and as  defined  in, the ASC
                  Indenture,  provided  that no  default  under  the  Parent/BKB
                  Credit  Facility shall cause any default under this clause (h)
                  for so long as the  forbearance  provisions of the Syndication
                  Standstill Agreement are in full force and effect;

4.       OTHER COVENANTS OF GSRP.

         GSRP hereby  agrees as follows  (each of such  agreements  being hereby
incorporated into the Existing LSA and becoming a part thereof):

                  (a)  Syndication  Standstill  Agreement.  GSRP  agrees to give
         Administrative Agent prompt written notice of any default of the Parent
         under the  Syndication  Standstill  Agreement  or under the  Parent/BKB
         Credit  Agreement  and to also  give the  Administrative  Agent  prompt
         written notice of the  termination of  BankBoston,  N.A.'s  forbearance
         under the Syndication Standstill Agreement.



<PAGE>




                  (b) Mezzanine Debt. GSRP shall notify the Administrative Agent
         promptly  if  there  is any  change  in the  source  and/or  terms  and
         conditions  of the  Mezzanine  Debt,  as set forth on Schedules 3 and 4
         hereto.  If GSRP reasonably  believes that it will not be able to close
         and receive funding of such Mezzanine Debt on or prior to July 6, 1999,
         it shall  immediately  inform  Administrative  Agent of the same.  GSRP
         agrees to continue to use  BankBoston,  N.A. to assist it in  obtaining
         Mezzanine Debt and shall cooperate fully with  BankBoston,  N.A. in its
         endeavors to assist GSRP with respect thereto.  GSRP  acknowledges that
         Textron   Financial   Corporation,   Green  Tree  Financial   Servicing
         Corporation  and the  Administrative  Agent  are  relying  upon  GSRP's
         efforts in  connection  with the  obtaining  of the  Mezzanine  Debt in
         connection with entering into this First Amendment Agreement.

                  (c)  Overadvance   Letter  Agreement.   GSRP  shall  make  the
         submissions  referred  to in  clause  (ii)  of the  Overadvance  Letter
         Agreement.  GSRP  shall  use  its  best  efforts  to  comply  with  its
         undertakings  described in clause  (iii)(9) of the  Overadvance  Letter
         Agreement.  The parties hereto agree that the execution and delivery by
         BankBoston,  N.A. of the Syndication  Standstill Agreement will satisfy
         the  requirements in the Overadvance  Letter Agreement for the delivery
         of the "Bank Letter" referred to therein. The parties hereto agree that
         the  execution  and  delivery of this First  Amendment  Agreement  will
         satisfy the requirements in the Overadvance  Letter Agreement  referred
         to in clauses (iii)(1), (2), (3) and (10).

                  (d) Others. GSRP agrees to deliver copies to BankBoston,  N.A.
         of all documents,  certificates  and requests  required to be delivered
         under  Section 6 with  respect  to each  Canyons  Construction  Project
         Advance  made  during  the   Syndication   Period  and  all  documents,
         certificates  and requests  required to be delivered  under  Schedule 1
         attached  hereto with  respect to each Interim  Steamboat  Construction
         Project  Advance made during the Syndication  Period.  GSRP shall cause
         the  Parent to  deliver  to the  Administrative  Agent  all  documents,
         certificates and requests that the Parent delivers to BankBoston,  N.A.
         under the  Parent/BKB  Credit  Agreement  in order to  obtain  advances
         thereunder during the Syndication Period. GSRP agrees,  consistent with
         recital  V.  above,  to  defer  construction  expenditures  during  the
         Syndication  Period  under,  and  consistent  with the  terms  of,  the
         Steamboat  Construction Contract so as to remain within the expenditure
         limits of the Interim Steamboat Construction Project Advance Commitment
         or to otherwise obtain payment of the same from a source other than the
         Interim  Steamboat   Construction  Project  Advance  Commitment.   GSRP
         covenants not to allow the  modification  of the Parent  Revised Budget
         without  the prior  written  consent of the  Administrative  Agent and,
         during the Syndication  Period,  to cause the Parent to deliver to each
         of the  Lenders  monthly  reconciliations  with  respect to such Parent
         Revised  Budget  (together  with written  explanations  of any material
         variances).  GSRP  agrees  to pay to  Textron a fee of  $100,000  which
         represents a 1% fee on the increase of  Textron's  overall  commitments
         under the Existing LSA from $30,000,000 to $40,000,000, all as provided
         for in Section 2.7 of the Amended LSA. All undertakings of GSRP made or
         referred to in the  recitals  hereto are hereby  incorporated  into the
         Existing LSA. All of GSRP  undertakings set forth in this Section 4 are
         hereby incorporated into the Existing LSA.

5.       WARRANTIES AND REPRESENTATIONS

         GSRP hereby  represents  and warrants as of the date hereof as follows,
which  representations and warranties are hereby incorporated into and made part
of the Amended LSA:



<PAGE>


                  (a) Warranties and Representations True and Correct. Except as
         otherwise  disclosed  on  Schedule  10  attached  hereto,  each  of the
         representations  and warranties  contained in Section 4 of the Existing
         LSA (other than Section 4.4 thereof) is true and correct as of the date
         hereof. All of the statements,  representations  and warranties made by
         or  pertaining  to GSRP in the  recitals  hereof are true and  correct.
         Without limiting the foregoing and in addition thereto, GSRP hereby:

                           (i) acknowledges that the following principal amounts
                  are  outstanding on the following  Notes held by the following
                  Lenders (each of the Lenders, by their execution of this First
                  Amendment  Agreement,   acknowledges  that  such  amounts  are
                  outstanding as of the date hereof):


<PAGE>

<TABLE>
<CAPTION>


---------------------------------------- ------------------------------------- -------------------------------------

                Holder                                   Note                                 Amount
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------

<S>                                      <C>                                   <C>
Textron Financial Corporation            Attitash Inventory Note               $424,070.47

                                         Mt. Snow Inventory Note               $5,287,222.48

                                         Killington Inventory Note             $2,865,110.42

                                         Jordan Bowl Inventory Note            $3,163,075.47

                                         Canyons Construction Project          $7,373,517.86 (includes Overadvance
                                         Advance Note                          of $2,211,304.86)

                                         Steamboat Construction Project        $0
                                         Advance Note
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------

Green Tree Financial Servicing           Attitash Inventory Note               $424,070.47
Corporation
                                         Mt. Snow Inventory Note               $5,287,222.48

                                         Killington Inventory Note             $2,865,110.42

                                         Jordan Bowl Inventory Note            $3,163,075.47

                                         Canyons Construction Project          $5,162,213.00
                                         Advance Note

                                         Steamboat Construction Project        $0
                                         Advance Note
---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>

                           (ii) represents and warrants,  except with respect to
                  the  Permitted  Exceptions,  that  all  Liens  granted  to the
                  Administrative  Agent  under  the  Existing  LSA and the other
                  Security  Documents  are duly  granted,  valid,  perfected and
                  prior in right to all other Liens that now or hereafter may be
                  granted to or held by any other Person.



<PAGE>


                              (iii) acknowledges that no claims, actions, causes
                    of actions,  counterclaims as liabilities exist against,  or
                    are held by it in respect of, any Lender, the Administrative
                    Agent,  Textron  Financial  or Green Tree under the Existing
                    LSA or any of the Security Documents, and agrees, as further
                    inducement to Textron  Financial's and Green Tree's entering
                    into this First Amendment Agreement,  to release,  waive and
                    discharge  any such  claims,  actions,  causes  of  actions,
                    counterclaims and/or liabilities and by executing this First
                    Amendment   Agreement   hereby  so   releases,   waives  and
                    discharges the same.

                  (b)  Transaction  Is Legal and  Authorized.  The execution and
         delivery of this First Amendment Agreement,  the Modification Documents
         and the  other  documents  and  instruments  contemplated  herein,  and
         compliance by GSRP with all of the  provisions of this First  Amendment
         Agreement,  the Existing LSA, as amended hereby,  and each of the other
         documents set forth above are:

                           (i)      within the corporate powers of GSRP;

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

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

                  (d)  Restrictions  of GSRP.  GSRP will not be, on or after the
         date hereof,  a party to any contract or agreement  which restricts its
         right  or  ability  to  incur  indebtedness  under,  or  prohibits  the
         execution of, or compliance  with,  this First  Amendment  Agreement by
         GSRP. GSRP has not agreed or consented to cause or permit in the future
         (upon the happening of a contingency  or otherwise) any of its Property
         constituting the Collateral,  whether now owned or hereafter  acquired,
         to be  subject  to a Lien and all Liens in favor of the  Administrative
         Agent in  respect  of such  Collateral  remain in full force and effect
         (except  with  respect  to any  Mezzanine  Debt but  only on terms  and
         conditions that will be acceptable to the Lenders).

                  (e) Brokers' Fees.  There are no brokers and finders which are
         entitled to receive  compensation  for their services  rendered to GSRP
         with  respect to the  transactions  described  in this First  Amendment
         Agreement.



<PAGE>


                  (f) No Defaults  or Events of Default.  No Default or Event of
         Default has occurred or is continuing,  nor does any event or condition
         exist that would  constitute  a Default or an Event of Default upon the
         execution  and delivery of this First  Amendment  Agreement.  Since the
         Closing Date, no material  adverse change has occurred in or in respect
         of the Collateral or any one or more of the Projects.

6.       CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS FIRST AMENDMENT AGREEMENT

         This First Amendment  Agreement shall become effective on the date (the
"First Amendment  Closing Date") on which the parties hereto shall have executed
this First Amendment  Agreement and each of the following  conditions shall have
been satisfied:

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

                  (b)      Secretary's Certificates.

                  The Administrative  Agent shall have received a certificate of
         the Secretary or any Assistant Secretary of GSRP, in form and substance
         reasonably  satisfactory to the  Administrative  Agent, dated as of the
         First Amendment Closing Date, certifying

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

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

                  (c) Legal Opinion. GSRP shall have delivered to Administrative
         Agent and the Lenders a legal opinion from its General  Counsel in form
         and substance reasonably satisfactory to the Lenders and Administrative
         Agent.

                  (d)  Expenses.  GSRP  shall  have  paid all fees and  expenses
         required to be paid by it pursuant to Section  11.2(d) of Existing  LSA
         pursuant to invoices or other bills submitted to GSRP.

                  (e) Consent.  Each Lender  shall have  consented to this First
Amendment Agreement.



<PAGE>


                  (f)      Other Documents.

                           (i) GSRP shall have executed each of the modification
                  agreements  (collectively,  the "Modification  Agreements") to
                  each of the Blanket  Mortgages,  substantially in the forms of
                  Exhibits  A1 through A6 attached  hereto,  and shall have been
                  delivered the same to the Administrative Agent.

                           (ii)  Each  of the  other  Persons  that  shall  have
                  delivered subordination agreements to the Administrative Agent
                  in  connection  with the original  closing of the Existing LSA
                  shall have executed this First Amendment Agreement to show its
                  consent to the same.

                           (iii) The Syndication Standstill Agreement shall have
                  been executed by the Parent and BankBoston,  N.A. and shall be
                  in full force and effect.  The  BankBoston  Interim  Steamboat
                  Project  Advance shall remain  outstanding  and shall have not
                  been accelerated or payment demanded in respect thereof.

                           (iv) The Steamboat Construction Project Advance Notes
                  and the Steamboat Inventory Advance Notes shall have delivered
                  to the Lenders together with  appropriate  allonges thereto by
                  BankBoston, N.A.

                           (v)  GSRP  shall  have  executed  and  delivered  the
                  allonges referred to in Section 3(g) hereof.

                  (g) Other Deliveries. In consideration of Textron's making the
         Overadvance  and entering  into this First  Amendment  Agreement,  GSRP
         agrees to deliver to  Textron  and Green Tree a general  release of all
         claims,  actions,  causes of  actions,  counterclaims  and  liabilities
         whatsoever  in form and  substance  satisfactory  to Textron  and Green
         Tree, respectively.

7.       MISCELLANEOUS

                  (a)  Parties,  Successors  and Assigns.  This First  Amendment
         Agreement shall be binding upon and inure to the benefit of the parties
         hereto and their respective successors and permitted assigns.

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



<PAGE>


                  (c) Section  Headings and Table of Contents and  Construction.
         The titles of the Sections  appear as a matter of convenience  only, do
         not  constitute  a part  hereof and shall not  affect the  construction
         hereof. The words "herein," "hereof," "hereunder" and "hereto" refer to
         this First  Amendment  Agreement  as a whole and not to any  particular
         Section or other subdivision.

                  (d) Survival.  All warranties,  representations  and covenants
         made by GSRP herein or in any certificate or other instrument delivered
         by it or on its behalf under this First  Amendment  Agreement  shall be
         considered  to have been relied  upon by the Lenders and shall  survive
         the execution and delivery of this First Amendment Agreement.

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

                  (f) Administrative Agent; Trust Agreement.  The Lenders hereby
         instruct the  Administrative  Agent, as administrative  agent under the
         Existing LSA and trustee under that certain Trust Agreement referred to
         in the Maine  Blanket  Mortgage,  to execute and deliver all  necessary
         instruments,  certificates  and  documents  required in its  reasonable
         judgment to  consummate  the  transactions  contemplated  in this First
         Amendment Agreement,  including,  without limitation,  the Modification
         Agreements.

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


<PAGE>



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

GSRP:                                       Lender:

GRAND SUMMIT RESORT                         TEXTRON FINANCIAL
PROPERTIES, INC.                            CORPORATION



By______________________________            By_____________________________
         Name:                                       Name:
         Title:                                      Title:


                                            Lender:

                                            GREEN TREE FINANCIAL SERVICING
                                            CORPORATION



                                            By_____________________________
                                                     Name:
                                                     Title:

Administrative Agent:

TEXTRON FINANCIAL CORPORATION



By_______________________________
         Name:
         Title:


<PAGE>



AGREED AND CONSENTED TO:

L.B.O. HOLDING, INC.



By_____________________________
         Name:
         Title:

MOUNT SNOW, LTD.



By_____________________________
         Name:
         Title:

KILLINGTON, LTD.



By_____________________________
         Name:
         Title:

SUNDAY RIVER SKIWAY CORPORATION



By_____________________________
         Name:
         Title:

ASC UTAH, INC.



By_____________________________
         Name:
         Title:


<PAGE>



STEAMBOAT SKI & RESORT CORPORATION



By_____________________________
         Name:
         Title:

AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.



By_____________________________
         Name:
         Title:


<PAGE>


Schedule 1


PART 1:

The following  are  conditions  precedent to the making of an Interim  Steamboat
Construction Project Advance:

         (1)  No Interim Steamboat Construction Project Advance shall be made

                  (a)  unless  the  proceeds  thereof  are to be used to satisfy
         Construction  Costs in respect of the  Steamboat  Project and no Equity
         Moneys are  available  that are  designated  to be used to satisfy such
         Costs under the Budget for the Steamboat Project;

                  (b) if the proceeds  thereof are to be used to reimburse  GSRP
         for any Equity Moneys previously used to satisfy  Construction Costs in
         respect  of  the  Steamboat  Project,  FF&E  Costs  in  respect  of the
         Steamboat  Project and/or Sales,  Marketing & Other Costs in respect of
         the Steamboat Project;

                  (c) if a Default or Event of Default under  Section  8.1(e) of
         the  Amended  LSA  shall  then  exist  that has not been  waived by the
         Steamboat Construction Project Required Lenders,

                  (d) if the  aggregate  amount of the purchase  prices  payable
         under   Validated   Contracts   arising  from  the  sale  of  Steamboat
         Quartershare  Interests is less than $16,500,000,  provided that, until
         the earlier of (I)  December 31, 1999 and (II) 60 days after GSRP shall
         have obtained its subdivision license in Colorado, GSRP may satisfy the
         requirements  under  this  clause (E) by having  Reservation  Contracts
         having  an  aggregate  amount  of  purchase  prices  of not  less  than
         $23,700,000;

         (2) On the date of the  making of any  Interim  Steamboat  Construction
Project  Advance (and after giving  effect  thereto) the  aggregate  outstanding
principal  amount  of  all  Interim  Steamboat   Construction  Project  Advances
(including,  without  limitation,  the Overadvance)  and all Steamboat  Interest
Advances shall not exceed $12,000,000;

         (3) on the date of the  making of any  Interim  Steamboat  Construction
Project  Advance  (and after  giving  effect  thereto)  the  aggregate  original
principal  amount of all Steamboat  Construction  Project  Advances  (including,
without limitation,  the Overadvance) made hereunder shall not exceed the amount
described  in clause (a) of the  definition  of Steamboat  Construction  Project
Borrowing  Base  (without  giving  effect to the proviso with  respect  thereto)
determined as of such date;



<PAGE>


         (4)  the  original   principal   amount  of  each   Interim   Steamboat
Construction  Project Advance to be made in respect of Construction Costs of the
Steamboat Project, at the time of the making thereof, shall have been determined
by excluding from such Construction Costs a contractor's retainage of 10% of the
first one-half of the applicable  Construction  Costs (such 10% so reserved from
any such  Construction  Costs is referred to herein as the "Steamboat  Retainage
Amount;" for purposes of the avoidance of doubt, the Steamboat  Retainage Amount
shall be based  upon the full  amount of  certified  Construction  Costs for the
Steamboat  Project  and shall  remain  as a  retainage  until the final  payment
thereof);

         (5) no more than one Interim  Steamboat  Construction  Project  Advance
shall be made  during any weekly  period and no Interim  Steamboat  Construction
Project Advance shall be made if any other Construction Project Advance was made
during such weekly period;

         (6) each Interim  Steamboat  Construction  Project  Advance  shall only
relate or be attributable to the Steamboat Project;

         (7) no  Interim  Steamboat  Construction  Project  Advance  shall be in
an amount of less than $50,000;

          (8) BankBoston,  N.A. shall have not terminated its forbearance  under
     the Syndication Waiver Agreement;

         (9) no amendment or modification of the  Syndication  Waiver  Agreement
shall  have been  effected  that would  have a  material  adverse  effect on the
Steamboat  Loan,  the  Steamboat  Security  Documents  and/or the  Collateral in
respect  of the  Steamboat  Project  without  the prior  written  consent of the
Required Steamboat Lenders;

         (10) BankBoston, N.A. shall have not declined to fund any advance under
the Parent/BKB  Credit Agreement that was scheduled to be funded prior to, or is
scheduled  to  be  funded  contemporaneously  with,  the  then  current  Interim
Steamboat Construction Project Advance;

         (11)  all  requests  and  supporting  materials   (including,   without
limitation,   reconciliations   to  the  Parent  Revised  Budget)  delivered  to
BankBoston, N.A. during the Syndication Period, as required under the Parent/BKB
Credit Agreement or the Syndication Waiver Agreement,  prior to the then current
Interim Steamboat Construction Project Advance shall have also been delivered to
each of the Lenders and such materials shall show that the Parent,  GSRP and the
Parent's other subsidiaries were in compliance with the Parent Revised Budget;

         (12)  GSRP  shall  have  submitted  to  the  Administrative  Agent  any
amendments and/or  modifications to the Plans for the Steamboat  Project,  which
amendments and modifications shall be acceptable to the Administrative  Agent in
its sole discretion.  GSRP shall have submitted to the Administrative  Agent any
amendments and/or  modifications to the Budget for the Steamboat Project,  which
amendments and/or  modifications shall be acceptable to the Administrative Agent
in its sole discretion;



<PAGE>


         (13) no change orders in respect of the  Construction  Contract for the
Steamboat Project or for any of the other Construction  Projects shall have been
effected  without the prior written consent of the  Administrative  Agent if any
such change order for such Project has a cost of in excess of $50,000 or if such
change order and all other such change orders for such Project have an aggregate
cost in excess of $200,000;

         (14) no change orders in respect of the  Construction  Contract for the
Steamboat  Project shall have been effected without the prior written consent of
the  Administrative  Agent if any such  change  order  results in (i) a material
modification  in the  architectural,  mechanical  or  structural  design  of the
building to be constructed in respect of such Project or (ii) a material  change
in the quality of  workmanship  or materials to be used in any such  building or
(iii) a delay in the final completion date for the construction of such building
beyond March 1, 2000;

         (15) no material  modifications to the architectural  contract with the
Architect for the Steamboat  Project shall have been effected  without the prior
written consent of the Administrative Agent;

          (16) the  Construction  Contract for the  Steamboat  Project shall not
have been terminated;

         (17) a request for an Interim Steamboat Construction Project Advance

                    (a) shall be in writing,

                    (b) GSRP shall attach to such  request a fully  executed and
               completed  Construction  Cost  Certificate  (with all attachments
               thereto,   including,    without   limitation,   an   Architect's
               Construction Cost Certificate),

                    (c) shall show the calculation of any Retainage Amounts,

                    (d) shall certify that the conditions to borrowing set forth
               in this Schedule are satisfied, and

                    (e)  shall  have  been   delivered  to  the  office  of  the
               Administrative  Agent and the TFC  Architect at least 10 Business
               Days in advance of the requested funding date.



<PAGE>




         The  requirements  in clause  (a)  through  clause  (e) above  shall be
         satisfied in the sole opinion of the  Administrative  Agent and the TFC
         Architect.  GSRP acknowledges that the Lenders making Interim Steamboat
         Construction  Project  Advances shall not make such Advances in respect
         of costs  which have not been  approved  by them.  The  Lenders  making
         Construction  Project Advances agree with GSRP that the costs set forth
         in the revised Budget for the Steamboat  Project are acceptable to them
         and that neither they nor the  Administrative  Agent shall unreasonably
         withhold  its  approval in respect of costs  corresponding  to those in
         such  revised  Budget  subject  to (i)  such  costs  conforming  to the
         amounts,  conditions,  assumptions  and  requirements  of such  revised
         Budget, (ii) the proper incurrence and documentation of such costs, and
         (iii) the submission of proper written certification in respect of such
         costs from GSRP, the Steamboat  General  Contractor,  the Architect for
         the Steamboat Project and the TFC Architect, as provided for above.

         (18) GSRP  shall  have  delivered  to the  Administrative  Agent  title
insurance endorsements to the Title Insurance Policy {Blanket} in respect of the
Steamboat  Project  in  form  and  substance  reasonably   satisfactory  to  the
Administrative  Agent whereby the effective date of such Title Insurance  Policy
{Blanket}  shall  be made  the  date  of such  funding,  all  exclusions  and/or
exceptions not satisfactory to the Administrative  Agent shall have been removed
or appropriate  endorsements in respect  thereof shall have been obtained.  Such
Title Insurance  Policy {Blanket} shall be in an amount not less than the sum of
the aggregate principal amount of the outstanding  Construction Project Advances
and Interest  Advances for the  Steamboat  Project on such funding  date,  after
giving  effect to the  making of such  Interim  Steamboat  Construction  Project
Advance.  All premiums in respect of such  endorsement  to such Title  Insurance
Policy  {Blanket}  shall have been paid in full and evidence  thereof shall have
been delivered to the Administrative Agent;

         (19)  the  proceeds  of such  Interim  Steamboat  Construction  Project
Advance  shall  be  disbursed  by  the  Administrative   Agent,  acting  as  the
Disbursement  Agent,  directly to the  Steamboat  General  Contractor or as such
General Contractor may direct in writing;

         (20) all Loan  Costs  shall have been paid in full,  provided  that the
aggregate  amount of fees payable by GSRP to the  Administrative  Agent,  as the
Disbursement  Agent,  shall not  exceed  $40,000  (costs and  expenses  to be in
addition thereto) and the per Construction  Project Advance portion thereof will
be approximately $3,077 (costs and expenses to be in addition thereto);

         (21) the BankBoston  Interim  Steamboat  Project Advance is outstanding
under the Parent/BKB  Credit Agreement and has not been accelerated or otherwise
made immediately due and payable;

         (22) in  connection  with  the  first  Interim  Steamboat  Construction
Project Advance, all of the Security Documents that had previously been executed
and delivered to the Lenders and Administrative Agent by GSRP prior to the First
Amendment  Agreement and assigned to  BankBoston,  as Agent under the Parent/BKB
Credit   Agreement,   pursuant  to  that  certain  Transfer  and  Assignment  of
Instruments and Documents  dated March 10, 1999 shall have been  re-assigned and
conveyed and delivered back to the Administrative  Agent and the Lenders and any
and all modifications effected thereto in connection with the BankBoston Interim
Steamboat  Project Advance shall be acceptable to the  Administrative  Agent and
the  Lenders,  in  their  sole  discretion,   and  all  additional   amendments,
modifications  and  allonges  required or  contemplated  by the First  Amendment
Agreement with respect thereto shall have been executed, delivered and recorded;

         (23) in  connection  with  the  first  Interim  Steamboat  Construction
Project  Advance (and if not previously  paid),  GSRP shall have paid to Textron
the $100,000  commitment fee referred to in Section 4(e) of the First  Amendment
Agreement;



<PAGE>


         (24) each of the  Modification  Agreements  shall have been recorded in
the land records of the appropriate  jurisdiction and the subordinating  parties
required  to consent  to the  Modification  Agreement  for the  Canyons  Blanket
Mortgage shall have executed such Modification Agreement evidencing such consent
to the extent the same is required  to preserve  priority of lien of the Canyons
Blanket  Mortgage.   GSRP  shall  have  assigned  to  Administrative  Agent  all
Property-Related Contracts not previously assigned; and

         (25) GSRP shall have  delivered  the  appropriate  endorsements  to the
Title Insurance  Policy  {Blanket}  required in connection with the Modification
Agreements and such other endorsements necessary to reflect the re-assignment of
the  Steamboat  Security  Documents,  the  making  of the  Overadvance  and  the
recharacterization  of the  Overadvance  as an  Interim  Steamboat  Construction
Project Advance.

         (26) GSRP  shall have  delivered  to the  Administrative  Agent a legal
opinion in respect of the  Steamboat  Project  regarding  its  registration  and
compliance  with  timeshare  regulations  in Colorado and copies of all material
subcontractor agreements.


PART II

          Upon  the  full  syndication  of the  Steamboat  Construction  Project
Advances  and the  Canyons  Construction  Project  Advances,  a  portion  of the
proceeds of the first Steamboat Construction Project Advance made thereafter may
be used by GSRP or the GSRP SPV, as the case may be, to make a  distribution  to
its  "parent  company"  for the  ultimate  purpose  of having the Parent pay the
BankBoston Interim Steamboat Project Advance.





<PAGE>


                                   Schedule 2

[Syndication Standstill Agreement]



<PAGE>


                                   Schedule 3

Intentionally Omitted.



<PAGE>


                                   Schedule 4



Intentionally Omitted.


<PAGE>


                                   Schedule 5

[Revised Steamboat Project Budget]



<PAGE>


                                   Schedule 6

[Parent Revised Budget]


Please see Schedule 7 below.


<PAGE>



                                   Schedule 7

[Parent Draws]



<PAGE>


                                   Schedule 8

[Canyons Construction Project Advances]



<PAGE>


                                   Schedule 9

[Interim Steamboat Construction Project Cost Advances]




<PAGE>


                                   Schedule 10

The  representation  in Section 4.6 of the  Existing  LSA is hereby  modified by
referring to the pending litigation among GSRP, Textron, Green Tree and Barr and
Barr relating to the Jordan Bowl Project.

The  representation  in Section  4.15 is hereby  modified  by  referring  to the
restriction on indebtedness contained in the Syndication Letter.





<PAGE>



                                 Exhibit A-1 - 5

                                   Exhibit A-1


                          MODIFICATION AGREEMENT No. 2
                                   (Attitash)

         THIS MODIFICATION AGREEMENT No.2 (this "Agreement"),  is made as of the
5th day of April, 1999, by and between GRAND SUMMIT RESORT  PROPERTIES,  INC., a
Maine  corporation  ("Mortgagor"),  whose address is P.O. Box 450,  Sunday River
Road,  Bethel,  ME 04217 for the  benefit of TEXTRON  FINANCIAL  CORPORATION,  a
Delaware corporation, as administrative agent for Textron Financial Corporation,
as  lender,  and  Green  Tree  Financial   Servicing   Corporation,   as  lender
(collectively,  the  "Lenders")  (in such  capacity  herein  referred  to as the
"Mortgagee"),  having a mailing  address of 40 Westminster  Street,  Providence,
Rhode Island 02903.

                                R E C I T A L S :

         WHEREAS,  Mortgagor  has granted to  Mortgagee a lien  pursuant to that
certain Mortgage, Assignment of Rents and Security Agreement, dated as of August
1, 1997, by and between  Mortgagor and Mortgagee,  which was recorded August 21,
1997,  in  Book  1711 at Page  590 in the  Office  of the  Carroll  County,  New
Hampshire  Registry  of  Deeds  and was  amended  by that  certain  Modification
Agreement dated as of September 1, 1998 and recorded  September 28, 1998 in Book
1768 at Page 752 in the Office of the Carroll County,  New Hampshire Registry of
Deeds (said  Mortgage  being  referred  to in this  Agreement  as the  "Existing
Mortgage"); and

         WHEREAS,  Mortgagor,  as assignor,  executed an Assignment of Rents and
Leases dated as of August 1, 1997 to Mortgagee, as assignee,  which was recorded
August 21, 1997, in Book 1711, at Page 622 in the Office of the Carroll  County,
New  Hampshire  Registry of Deeds and was amended by that  certain  Modification
Agreement dated as of September 1, 1998 and recorded  September 28, 1998 in Book
1768 at Page 752 in the Office of the Carroll County,  New Hampshire Registry of
Deeds)(said  Assignment of Rents and Leases being  referred to in this Agreement
as the "Existing Assignment of Rents"); and

         WHEREAS,  Mortgagor  and  Mortgagee  are,  contemporaneously  herewith,
entering  into that  certain  First  Amendment  Agreement  to Loan and  Security
Agreement,  dated as of April 5, 1999, pursuant to which Mortgagor and Mortgagee
are effecting certain changes in and to the Loan and Security Agreement dated as
of September 1, 1998 and referred to in the Existing Mortgage as "LSA II;" and

         WHEREAS,  Mortgagor and Mortgagee desire to amend the Existing Mortgage
and the Existing Assignment of Rents to reflect the aforesaid changes.


<PAGE>



                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  of the
covenants and  agreements  hereinafter  stated,  and for other good and valuable
consideration  received to the mutual  satisfaction of the parties  hereto,  the
undersigned hereby agree as follows:

         1.       Modification to the Existing Mortgage.

         Each  reference in the Existing  Mortgage to the  determination  of the
rate of interest  borne by the Notes II, as defined  therein,  shall be deemed a
reference to the definition of "Interest Rate," as set forth below:

                           Interest Rate -- means, with respect to the Steamboat
                  Loan,  the Canyons  Loan,  the Jordan Bowl Loan,  the Attitash
                  Loan, the Killington  Loan and/or the Mt. Snow Loan, (a) prior
                  to the Full  Syndication  Date (as such term is defined in LSA
                  II), the Original Prime Interest Rate and (b) on and after the
                  Full  Syndication  Date,  the  New  Prime  Rate  or the  LIBOR
                  Interest  Rate,  as may be selected by all of the Lenders that
                  have made  Advances  in respect  of the  applicable  Loan,  as
                  provided for in LSA II.

                           LIBOR  Interest  Rate -- means,  with  respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                           (a)      9.50%, or

                           (b)      the sum of

                                            (i) the  remainder  (if positive) of
                                    (1) the sum of 2.50% plus the Prime Rate (as
                                    defined  in LSA II) then in effect  for such
                                    month minus  (2)One-Month  LIBOR (as defined
                                    in LSA II) then in  effect  for such  month,
                                    plus

                                        (ii) One-Month LIBOR then in effect for
                                   such month.

                           New Prime Interest Rate -- means, with respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                                    (a)     9.50%, or

                                    (b)     the sum of

                                        (i)      2.50%, plus

                                        (ii) the Prime Rate then in effect for
                                             such month.



<PAGE>


                           Original Prime  Interest Rate -- means,  with respect
                  to any calendar  month,  a per annum rate of interest equal to
                  the greater of:

                                    (a)     9.25%, or

                                    (b)     the sum of

                                            (i)      1.50%, plus

                                            (ii) the  Prime  Rate then in effect
                                                 for such month.

Nothing in this clause (1) shall restrict or limit the  application of a default
rate of  interest,  as  provided  for in LSA II, as such term is  defined in the
Existing  Mortgage.  Each  reference in the Existing  Mortgage to  "145,000,000"
shall be deemed to be a reference to the "Maximum  Outstanding  Loan Limit." The
"Maximum  Outstanding  Loan Limit"  shall mean,  at any time,(a) if no Mezzanine
Debt (as defined in LSA II) is required,  $105,000,000  or (b) if Mezzanine Debt
is  required,  the  lesser of (i)  $145,000,000  and (ii) the  remainder  of (y)
$153,000,000 minus (z) the amount of Mezzanine Debt originally raised and funded
by either GSRP or the GSRP SPV(as defined in LSA II).

         The  Existing  Mortgage,  as modified  herein,  is hereby  ratified and
confirmed  by  Mortgagor,  and  every  provision,  covenant,  grant,  condition,
obligation,  right and power  contained in and under the Existing  Mortgage,  as
herein  modified,  shall  continue  in full force and  effect,  affected by this
Agreement only to the extent of the amendments and  modifications  expressly set
forth herein.

         2.       Modification to the Existing Assignment of Rents.

         Each  reference in the Existing  Assignment of Rents to  "$145,000,000"
shall be deemed to be a  reference  to  "Maximum  Outstanding  Loan  Limit." The
Existing  Assignment  of Rents,  as  modified  herein,  is hereby  ratified  and
confirmed  by  Mortgagor,  and  every  provision,  covenant,  grant,  condition,
obligation,  right and power  contained in and under the Existing  Assignment of
Rents, as herein modified,  shall continue in full force and effect, affected by
this Agreement only to the extent of the amendments and modifications  expressly
set forth herein.

         3.       Continued Force and Effect.

         Except as expressly  provided in this  Agreement  and in the  aforesaid
Modification   Agreement,   neither  the  Existing  Mortgage  nor  the  Existing
Assignment of Rents has been modified or otherwise amended.

         4.       Miscellaneous.



<PAGE>


         The  Recitals  set  forth  at  the  beginning  of  this  Agreement  are
incorporated  in and  made a part of this  Agreement  by  this  reference.  This
Agreement may be executed in one or more identical  counterparts,  each of which
shall be deemed to be an original,  and all of which,  taken together,  shall be
deemed to be one and the same Agreement.  This Agreement shall bind and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators,  legal  representatives,  successors and assigns. This Agreement
and the  obligations  of such  parties  hereunder  are and at all times shall be
deemed to be for the  exclusive  benefit of such  parties  and their  respective
heirs, executors, administrators, legal representatives, successors and assigns,
and nothing set forth  herein shall be deemed to be for the benefit of any other
person.  Nothing set forth in this  paragraph  shall be deemed or  construed  to
create,  recognize or allow any  assignment  or transfer of rights not otherwise
provided for in this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed to be effective as of the day and year first above written.

Signed and Acknowledged                     GRAND SUMMIT RESORT PROPERTIES, INC.
in the Presence of



_______________________________             By________________________________
Name:                                       Name:
                                            Title:

-------------------------------
Name:



STATE OF MAINE             )
                           )       ss.
COUNTY OF                  )


         PERSONALLY  APPEARED  the  above-named  ______________________________,
_____________________________  of  Grand  Summit  Resort  Properties,  Inc.  and
acknowledged  the  foregoing  instrument to be his/her free act and deed in said
capacity and the free act and deed of said corporation.

         Before me,


                                            -----------------------------------
                                            Notary Public/Attorney at Law
                                            Print Name:_________________________
                                            My commission expires:______________


<PAGE>




Signed and Acknowledged                     TEXTRON FINANCIAL CORPORATION, as
in the Presence of:                         Administrative Agent




_______________________________             By________________________________
Name:                                       Name:
                                            Title:

-------------------------------
Name:




STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



         The foregoing  instrument  was  acknowledged  before me this20th day of
April,  1999,  by  ______________,  the  _______________  of  Textron  Financial
Corporation, a Delaware corporation, on behalf of said corporation.




                                             -------------------------------
                                             Notary Public
                                             My Commission Expires:











<PAGE>



                                 Exhibit A-2 - 5

                                   Exhibit A-2


                          MODIFICATION AGREEMENT No. 2
                                  (Killington)

         THIS MODIFICATION AGREEMENT No.2 (this "Agreement"),  is made as of the
5th day of April, 1999, by and between GRAND SUMMIT RESORT  PROPERTIES,  INC., a
Maine  corporation  ("Mortgagor"),  whose address is P.O. Box 450,  Sunday River
Road,  Bethel,  ME 04217 for the  benefit of TEXTRON  FINANCIAL  CORPORATION,  a
Delaware corporation, as administrative agent for Textron Financial Corporation,
as  lender,  and  Green  Tree  Financial   Servicing   Corporation,   as  lender
(collectively,  the  "Lenders")  (in such  capacity  herein  referred  to as the
"Mortgagee"),  having a mailing  address of 40 Westminster  Street,  Providence,
Rhode Island 02903.

                                R E C I T A L S :

         WHEREAS,  Mortgagor  has granted to  Mortgagee a lien  pursuant to that
certain  Mortgage,  Assignment  of Rents  and  Security  Agreement,  dated as of
September 25, 1997, by and between  Mortgagor and Mortgagee,  which was recorded
September  25,  1997,  in Book 159 at Page 121 in the  Sherburne,  Vermont  Town
Clerk's Office and was amended by that certain  Modification  Agreement dated as
of September  1, 1998 and  recorded  October 14, 1998 in Book 174 at Page 168 in
the  Sherburne,  Vermont Town Clerk's Office (said Mortgage being referred to in
this Agreement as the "Existing Mortgage");

         WHEREAS,  Mortgagor  has executed and  delivered an Assignment of Rents
and Leases dated as of September 25, 1997 to Mortgagee,  as assignee,  which was
recorded September 25, 1997, in Book 159, at Page 141 in the Sherburne,  Vermont
Town Clerk's Office and was amended by that certain Modification Agreement dated
as of September 1, 1998 and recorded  October 14, 1998 in Book174 at Page 168 in
the Sherburne,  Vermont Town Clerk's Office (said Assignment of Rents and Leases
being referred to in this Agreement as the "Existing Assignment of Rents"); and

         WHEREAS,  Mortgagor  and  Mortgagee  are,  contemporaneously  herewith,
entering  into that  certain  First  Amendment  Agreement  to Loan and  Security
Agreement,  dated as of April 5, 1999, pursuant to which Mortgagor and Mortgagee
are,  among other things,  changing the rate of interest under that certain Loan
and  Security  Agreement  dated as of  September  1, 1998 and referred to in the
Existing Mortgage as "LSA II;" and

         WHEREAS,  Mortgagor and Mortgagee desire to amend the Existing Mortgage
and the Existing Assignment of Rents to reflect the aforesaid changes.

                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  of the
covenants and  agreements  hereinafter  stated,  and for other good and valuable
consideration  received to the mutual  satisfaction of the parties  hereto,  the
undersigned hereby agree as follows:


<PAGE>



         1.       Modification to the Existing Mortgage.

         Each  reference in the Existing  Mortgage to the  determination  of the
rate of interest  borne by the Notes II, as defined  therein,  shall be deemed a
reference to the definition of "Interest Rate" as set forth below:

                           Interest Rate -- means, with respect to the Steamboat
                  Loan,  the Canyons  Loan,  the Jordan Bowl Loan,  the Attitash
                  Loan, the Killington  Loan and/or the Mt. Snow Loan, (a) prior
                  to the Full  Syndication  Date (as such term is defined in LSA
                  II), the Original Prime Interest Rate and (b) on and after the
                  Full  Syndication  Date,  the  New  Prime  Rate  or the  LIBOR
                  Interest  Rate,  as may be selected by all of the Lenders that
                  have made  Advances  in respect  of the  applicable  Loan,  as
                  provided for in LSA II.

                           LIBOR  Interest  Rate -- means,  with  respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                           (a)      9.50%, or

                           (b)      the sum of

                                            (i) the  remainder  (if positive) of
                                    (1) the sum of 2.50% plus the Prime Rate (as
                                    defined  in LSA II) then in effect  for such
                                    month minus  (2)One-Month  LIBOR (as defined
                                    in LSA II) then in  effect  for such  month,
                                    plus

                                            (ii) One-Month  LIBOR then in effect
for such month.

                           New Prime Interest Rate -- means, with respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                                    (a)     9.50%, or

                                    (b)     the sum of

                                            (i)      2.50%, plus

                                            (ii) the  Prime  Rate then in effect
for such month.

                           Original Prime  Interest Rate -- means,  with respect
                  to any calendar  month,  a per annum rate of interest equal to
                  the greater of:

                                    (a)     9.25%, or

                                    (b)     the sum of



<PAGE>


                                            (i)      1.50%, plus

                                            (ii) the  Prime  Rate then in effect
for such month.

Nothing in this clause (1) shall restrict or limit the  application of a default
rate of  interest,  as  provided  for in LSA II, as such term is  defined in the
Existing  Mortgage.  Each reference in the Existing  Mortgage to  "$145,000,000"
shall be deemed to be a reference to the "Maximum  Outstanding  Loan Limit." The
"Maximum  Outstanding  Loan Limit"  shall mean,  at any time,(a) if no Mezzanine
Debt (as defined in LSA II) is required,  $105,000,000  or (b) if Mezzanine Debt
is  required,  the  lesser of (i)  $145,000,000  and (ii) the  remainder  of (y)
$153,000,000 minus (z) the amount of Mezzanine Debt originally raised and funded
by either GSRP or the GSRP SPV(as defined in LSA II).

         2.       Modification to the Existing Assignment of Rents.

         Each  reference in the Existing  Assignment of Rents to  "$145,000,000"
shall be deemed to be a reference to the "Maximum  Outstanding  Loan Limit." The
Existing  Assignment  of Rents,  as  modified  herein,  is hereby  ratified  and
confirmed  by  Mortgagor,  and  every  provision,  covenant,  grant,  condition,
obligation,  right and power  contained in and under the Existing  Assignment of
Rents, as herein modified,  shall continue in full force and effect, affected by
this Agreement only to the extent of the amendments and modifications  expressly
set forth herein.

         3.       Continued Force and Effect.

         Except as expressly  provided in this  Agreement  and in the  aforesaid
Modification   Agreement,   neither  the  Existing  Mortgage  nor  the  Existing
Assignment of Rents has been modified or otherwise amended.

         4.       Miscellaneous.

         The  Recitals  set  forth  at  the  beginning  of  this  Agreement  are
incorporated  in and  made a part of this  Agreement  by  this  reference.  This
Agreement may be executed in one or more identical  counterparts,  each of which
shall be deemed to be an original,  and all of which,  taken together,  shall be
deemed to be one and the same Agreement.  This Agreement shall bind and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators,  legal  representatives,  successors and assigns. This Agreement
and the  obligations  of such  parties  hereunder  are and at all times shall be
deemed to be for the  exclusive  benefit of such  parties  and their  respective
heirs, executors, administrators, legal representatives, successors and assigns,
and nothing set forth  herein shall be deemed to be for the benefit of any other
person.  Nothing set forth in this  paragraph  shall be deemed or  construed  to
create,  recognize or allow any  assignment  or transfer of rights not otherwise
provided for in this Agreement.


<PAGE>



         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed to be effective as of the day and year first above written.

Signed and Acknowledged GRAND SUMMIT RESORT PROPERTIES, in the Presence of:
INC.




_______________________________     By________________________________
Name:                                                Name:
                                                     Title:

-------------------------------
Name:



STATE OF MAINE             )
                           )       ss.
COUNTY OF                  )


         PERSONALLY  APPEARED  the  above-named  ______________________________,
_____________________________  of  Grand  Summit  Resort  Properties,  Inc.  and
acknowledged  the  foregoing  instrument to be his/her free act and deed in said
capacity and the free act and deed of said corporation.

         Before me,


                                          -----------------------------------
                                          Notary Public/Attorney at Law
                                          Print Name:_________________________
                                          My commission expires:______________


<PAGE>




Signed and Acknowledged                   TEXTRON FINANCIAL CORPORATION, as
in the Presence of:                       Administrative Agent




_______________________________           By________________________________
Name:                                     Name:
                                          Title:

-------------------------------
Name:




STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



         The foregoing  instrument was  acknowledged  before me this2 0th day of
April,  1999,  by  ______________,  the  _______________  of  Textron  Financial
Corporation, a Delaware corporation, on behalf of said corporation.




                                           -------------------------------
                                           Notary Public
                                           My Commission Expires:











<PAGE>



                            Exhibit A-3 - [PG NUMBER]

                                   Exhibit A-3



                          MODIFICATION AGREEMENT No. 2
                                  (Mount Snow)

         THIS MODIFICATION AGREEMENT No.2 (this "Agreement"),  is made as of the
5th day of April, 1999, by and between GRAND SUMMIT RESORT  PROPERTIES,  INC., a
Maine  corporation  ("Mortgagor"),  whose address is P.O. Box 450,  Sunday River
Road,  Bethel,  ME 04217 for the  benefit of TEXTRON  FINANCIAL  CORPORATION,  a
Delaware corporation, as administrative agent for Textron Financial Corporation,
as  lender,  and  Green  Tree  Financial   Servicing   Corporation,   as  lender
(collectively,  the  "Lenders")  (in such  capacity  herein  referred  to as the
"Mortgagee"),  having a mailing  address of 40 Westminster  Street,  Providence,
Rhode Island 02903.

                                R E C I T A L S :

         WHEREAS,  Mortgagor  has granted to  Mortgagee a lien  pursuant to that
certain  Mortgage,  Assignment  of Rents  and  Security  Agreement,  dated as of
September 25, 1997, by and between  Mortgagor and Mortgagee,  which was recorded
September 25, 1997,  in Book 155 at Page 582 in the Dover,  Vermont Town Clerk's
Office  and was  amended  by that  certain  Modification  Agreement  dated as of
September  1, 1998 and  recorded  October  14, 1998 in Book 167 at Page 57in the
Dover,  Vermont Town Clerk's  Office (said  Mortgage  being  referred to in this
Agreement as the "Existing Mortgage"); and

         WHEREAS,  Mortgagor has executed and delivered  Assignment of Rents and
Leases  dated as of September  25, 1997 to  Mortgagee,  as  assignee,  which was
recorded September 25, 1997, in Book 156, at Page 001 in the Dover, Vermont Town
Clerk's Office and was amended by that certain  Modification  Agreement dated as
of September 1, 1998 and recorded October 14, 1998 in Book 167 at Page 57 in the
Dover,  Vermont Town Clerk's  Office said  Assignment  of Rents and Leases being
referred to in this Agreement as the "Existing Assignment of Rents"); and

         WHEREAS,  Mortgagor  and  Mortgagee  are,  contemporaneously  herewith,
entering  into that  certain  First  Amendment  Agreement  to Loan and  Security
Agreement,  dated as of April 5, 1999, pursuant to which Mortgagor and Mortgagee
are,  among other things,  changing the rate of interest under that certain Loan
and  Security  Agreement  dated as of  September  1, 1998 and referred to in the
Existing Mortgage as "LSA II;" and

         WHEREAS,  Mortgagor and Mortgagee desire to amend the Existing Mortgage
and the Existing Assignment of Rents to reflect the aforesaid changes.



<PAGE>


                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  of the
covenants and  agreements  hereinafter  stated,  and for other good and valuable
consideration  received to the mutual  satisfaction of the parties  hereto,  the
undersigned hereby agree as follows:

         1.       Modification to the Existing Mortgage.

         Each  reference in the Existing  Mortgage to the  determination  of the
rate of interest  borne by the Notes II, as defined  therein,  shall be deemed a
reference to the definition of "Interest Rate" as set forth below:

                           Interest Rate -- means, with respect to the Steamboat
                  Loan,  the Canyons  Loan,  the Jordan Bowl Loan,  the Attitash
                  Loan, the Killington  Loan and/or the Mt. Snow Loan, (a) prior
                  to the Full  Syndication  Date (as such term is defined in LSA
                  II), the Original Prime Interest Rate and (b) on and after the
                  Full  Syndication  Date,  the  New  Prime  Rate  or the  LIBOR
                  Interest  Rate,  as may be selected by all of the Lenders that
                  have made  Advances  in respect  of the  applicable  Loan,  as
                  provided in LSA II.

                           LIBOR  Interest  Rate -- means,  with  respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                           (a)      9.50%, or

                           (b)      the sum of

                                            (i) the  remainder  (if positive) of
                                    (1) the sum of 2.50% plus the Prime Rate (as
                                    defined  in LSA II) then in effect  for such
                                    month minus  (2)One-Month  LIBOR (as defined
                                    in LSA II) then in  effect  for such  month,
                                    plus

                                            (ii) One-Month  LIBOR then in effect
for such month.

                           New Prime Interest Rate -- means, with respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                                    (a)     9.50%, or

                                    (b)     the sum of

                                            (i)      2.50%, plus

                                            (ii) the  Prime  Rate then in effect
for such month.

                           Original Prime  Interest Rate -- means,  with respect
                  to any calendar  month,  a per annum rate of interest equal to
                  the greater of:


<PAGE>


                                    (a)     9.25%, or

                                    (b)     the sum of

                                            (i)  1.50%, plus

                                            (ii) the  Prime  Rate then in effect
for such month.

Nothing in this clause (1) shall restrict or limit the  application of a default
rate of  interest,  as  provided  for in LSA II, as such term is  defined in the
Existing  Mortgage.  Each reference in the Existing  Mortgage to  "$145,000,000"
shall be deemed to be a reference to the "Maximum  Outstanding  Loan Limit." The
"Maximum  Outstanding  Loan Limit"  shall mean,  at any time,(a) if no Mezzanine
Debt (as defined in LSA II) is required,  $105,000,000  or (b) if Mezzanine Debt
is  required,  the  lesser of (i)  $145,000,000  and (ii) the  remainder  of (y)
$153,000,000 minus (z) the amount of Mezzanine Debt originally raised and funded
by either GSRP or the GSRP SPV(as defined in LSA II).

         2.       Modification to the Existing Assignment of Rents.

         Each  reference in the Existing  Assignment of Rents to  "$145,000,000"
shall be deemed to be a reference to the "Maximum  Outstanding  Loan Limit." The
Existing  Assignment  of Rents,  as  modified  herein,  is hereby  ratified  and
confirmed  by  Mortgagor,  and  every  provision,  covenant,  grant,  condition,
obligation,  right and power  contained in and under the Existing  Assignment of
Rents, as herein modified,  shall continue in full force and effect, affected by
this Agreement only to the extent of the amendments and modifications  expressly
set forth herein.

         3.       Continued Force and Effect.

         Except as expressly  provided in this  Agreement  and in the  aforesaid
Modification   Agreement,   neither  the  Existing  Mortgage  nor  the  Existing
Assignment of Rents has been modified or otherwise amended.

         4.       Miscellaneous.

         The  Recitals  set  forth  at  the  beginning  of  this  Agreement  are
incorporated  in and  made a part of this  Agreement  by  this  reference.  This
Agreement may be executed in one or more identical  counterparts,  each of which
shall be deemed to be an original,  and all of which,  taken together,  shall be
deemed to be one and the same Agreement.  This Agreement shall bind and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators,  legal  representatives,  successors and assigns. This Agreement
and the  obligations  of such  parties  hereunder  are and at all times shall be
deemed to be for the  exclusive  benefit of such  parties  and their  respective
heirs, executors, administrators, legal representatives, successors and assigns,
and nothing set forth  herein shall be deemed to be for the benefit of any other
person.  Nothing set forth in this  paragraph  shall be deemed or  construed  to
create,  recognize or allow any  assignment  or transfer of rights not otherwise
provided for in this Agreement.


<PAGE>





         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed to be effective as of the day and year first above written.

Signed and Acknowledged GRAND SUMMIT RESORT PROPERTIES, in the Presence of:
INC.




_______________________________             By________________________________
Name:                                       Name:
                                            Title:

-------------------------------
Name:



STATE OF                            )
                                    )       ss.
COUNTY OF                           )


         PERSONALLY  APPEARED  the  above-named  ______________________________,
_____________________________  of  Grand  Summit  Resort  Properties,  Inc.  and
acknowledged  the  foregoing  instrument to be his/her free act and deed in said
capacity and the free act and deed of said corporation.

         Before me,


                                            -----------------------------------
                                            Notary Public/Attorney at Law
                                            Print Name:_________________________
                                            My commission expires:______________


<PAGE>




Signed and Acknowledged                     TEXTRON FINANCIAL CORPORATION, as
in the Presence of:                         Administrative Agent




_______________________________             By________________________________
Name:                                       Name:
                                            Title:

-------------------------------
Name:




STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



         The foregoing  instrument was  acknowledged  before me this 20th day of
April,  1999,  by  ______________,  the  _______________  of  Textron  Financial
Corporation, a Delaware corporation, on behalf of said corporation.




                                            -------------------------------
                                            Notary Public
                                            My Commission Expires:










<PAGE>



                            Exhibit A-4 - [PG NUMBER]

                                   Exhibit A-4


                          MODIFICATION AGREEMENT No. 1
                                  (Jordan Bowl)

         THIS MODIFICATION AGREEMENT No. 1 (this "Agreement"), is made as of the
5th day of April, 1999, by and between GRAND SUMMIT RESORT  PROPERTIES,  INC., a
Maine corporation ("Grantor"), whose address is P.O. Box 450, Sunday River Road,
Bethel,  ME 04217 for the benefit of TEXTRON FINANCIAL  CORPORATION,  a Delaware
corporation,  as trustee under that certain  Collateral  Trust Indenture for the
benefit of Textron Financial  Corporation,  as lender,  and Green Tree Financial
Servicing Corporation, as lender (collectively, the "Lenders") (in such capacity
herein referred to as the "Grantee"), having a mailing address of 40 Westminster
Street, Providence, Rhode Island 02903.

                                R E C I T A L S :


         WHEREAS,  Grantor granted to Grantee a mortgage lien as provided in and
evidenced by that certain Mortgage,  Assignment of Rents and Security Agreement,
dated as of September  1, 1998,  by and between  Grantor and Grantee,  which was
recorded  September  28,  1998,  in Book 2614 at Page 152 in the Oxford  County,
Maine  Registry of Deeds (said  Mortgage  being referred to in this Agreement as
the "Existing Mortgage"); and

         WHEREAS,  Grantor has executed and  delivered  Assignment  of Rents and
Leases dated as of September 1, 1998, as assignee,  which was recorded September
28, 1998 in Book 2614, at Page 174 in the Oxford County, Maine Registry of Deeds
(the "Existing Assignment of Rents"); and

         WHEREAS, Grantor and Grantee are, contemporaneously  herewith, entering
into that certain  First  Amendment  Agreement  to Loan and Security  Agreement,
dated as of April 5, 1999,  pursuant to which  Grantor and  Grantee  are,  among
other things, changing the rate of interest under that certain Loan and Security
Agreement dated as of September 1, 1998 and referred to in the Existing Mortgage
as the "LSA;" and

         WHEREAS,  Grantor and Grantee desire to amend the Existing Mortgage and
the Assignment of Rents to reflect the aforesaid changes.

                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  of the
covenants and  agreements  hereinafter  stated,  and for other good and valuable
consideration  received to the mutual  satisfaction of the parties  hereto,  the
undersigned hereby agree as follows:


<PAGE>



         1.       Modification to the Existing Mortgage.

         Each  reference in the Existing  Mortgage to the  determination  of the
rate of  interest  borne by the  Notes,  as defined  therein,  shall be deemed a
reference to the definition of "Interest Rate" as set forth below:

                           Interest Rate -- means, with respect to the Steamboat
                  Loan,  the Canyons  Loan,  the Jordan Bowl Loan,  the Attitash
                  Loan, the Killington  Loan and/or the Mt. Snow Loan, (a) prior
                  to the Full Syndication Date (as such term is defined in LSA),
                  the Original Prime Interest Rate and (b) on and after the Full
                  Syndication  Date,  the New Prime  Rate or the LIBOR  Interest
                  Rate,  as may be selected by all of the Lenders that have made
                  Advances in respect of the applicable Loan, as provided for in
                  LSA II.

                           LIBOR  Interest  Rate -- means,  with  respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                           (a)      9.50%, or

                           (b)      the sum of

                                            (i) the  remainder  (if positive) of
                                    (1) the sum of 2.50% plus the Prime Rate (as
                                    defined  in LSA ) then in  effect  for  such
                                    month minus  (2)One-Month  LIBOR (as defined
                                    in LSA ) then in effect for such month, plus

                                            (ii) One-Month  LIBOR then in effect
for such month.

                           New Prime Interest Rate -- means, with respect to any
                  calendar  month,  a per annum  rate of  interest  equal to the
                  greater of:

                                    (a)     9.50%, or

                                    (b)     the sum of

                                            (i)      2.50%, plus

                                            (ii) the  Prime  Rate then in effect
for such month.

                           Original Prime  Interest Rate -- means,  with respect
                  to any calendar  month,  a per annum rate of interest equal to
                  the greater of:

                                    (a)     9.25%, or

                                    (b)     the sum of



<PAGE>


                                            (i)      1.50%, plus

                                            (ii) the  Prime  Rate then in effect
for such month.

Nothing in this  clause (1) shall  restrict or limit the  application  a default
rate of  interest,  as provided  for in the LSA , as such term is defined in the
Existing  Mortgage.  Each reference in the Existing  Mortgage to  "$145,000,000"
shall be deemed to be a reference to the "Maximum  Outstanding  Loan Limit." The
"Maximum  Outstanding  Loan Limit"  shall mean,  at any time,(a) if no Mezzanine
Debt (as defined in the LSA) is required,  $105,000,000 or (b) if Mezzanine Debt
is  required,  the  lesser of (i)  $145,000,000  and (ii) the  remainder  of (y)
$153,000,000 minus (z) the amount of Mezzanine Debt originally raised and funded
by either GSRP or the GSRP SPV(as defined in the LSA).

         The following  references in the Existing  Mortgage are hereby  amended
and restated in their entirety:

                  (1) "Steamboat  Construction  Project Advance  Promissory Note
         dated September 1, 1998, from Grantor to Textron Financial Corporation,
         in the original stated  principal amount of $15,000,000" is amended and
         restated as follows: "Steamboat Construction Project Advance Promissory
         Note dated  September  1,  1998,  from  Grantor  to  Textron  Financial
         Corporation, in the original stated principal amount of $12,000,000;"

                  (2)  "Steamboat   Inventory  Advance   Promissory  Note  dated
         September 1, 1998, from Grantor to Textron  Financial  Corporation,  in
         the original  stated  principal  amount of  $15,000,000" is amended and
         restated as follows: "Steamboat Inventory Advance Promissory Note dated
         September 1, 1998, from Grantor to Textron  Financial  Corporation,  in
         the original stated principal amount of $0";

                  (3) "Canyons  Construction  Project  Advance  Promissory  Note
         dated September 1, 1998, from Grantor to Textron Financial Corporation,
         in the original stated  principal amount of $15,000,000" is amended and
         restated as follows:  "Canyons  Construction Project Advance Promissory
         Note dated  September  1,  1998,  from  Grantor  to  Textron  Financial
         Corporation, in the original stated principal amount of $40,000,000" ;

                  (4) "Canyons Inventory Advance Promissory Note dated September
         1, 1998, from Grantor to Textron Financial Corporation, in the original
         stated  principal  amount of  $15,000,000"  is amended and  restated as
         follows:  "Canyons Inventory Advance Promissory Note dated September 1,
         1998, from Grantor to Textron  Financial  Corporation,  in the original
         stated principal amount of $40,000,000;"



<PAGE>


                  (5) "Steamboat  Construction  Project Advance  Promissory Note
         dated September 1, 1998, from Grantor to Green Tree Financial Servicing
         Corporation, in the original stated principal amount of $15,000,000" is
         amended  and  restated:   "Steamboat   Construction   Project   Advance
         Promissory  Note dated  September  1, 1998,  from Grantor to Green Tree
         Financial  Servicing  Corporation,  in the  original  stated  principal
         amount of $0;"

                  (6)  "Steamboat   Inventory  Advance   Promissory  Note  dated
         September  1, 1998,  from  Grantor to Green  Tree  Financial  Servicing
         Corporation,  in the original stated principal amount of $15,000,000 is
         amended  and  restated  as  follows:   "Steamboat   Inventory   Advance
         Promissory  Note dated  September  1, 1998,  from Grantor to Green Tree
         Financial  Servicing  Corporation,  in the  original  stated  principal
         amount of $0;"

                  (7) "Canyons  Construction  Project  Advance  Promissory  Note
         dated September 1, 1998, from Grantor to Green Tree Financial Servicing
         Corporation, in the original stated principal amount of $15,000,000" is
         amended and restated as follows:  "Canyons Construction Project Advance
         Promissory  Note dated  September  1, 1998,  from Grantor to Green Tree
         Financial  Servicing  Corporation,  in the  original  stated  principal
         amount of $30,000,000;"

                  (8) "Canyons Inventory Advance Promissory Note dated September
         1, 1998, from Grantor to Green Tree Financial Servicing Corporation, in
         the original  stated  principal  amount of  $15,000,000" is amended and
         restated as follows:  "Canyons  Inventory Advance Promissory Note dated
         September  1, 1998,  from  Grantor to Green  Tree  Financial  Servicing
         Corporation, in the original stated principal amount of $30,000,000."

         2.       Modification to the Existing Assignment of Rents.

         Each  reference in the Existing  Assignment of Rents to  "$145,000,000"
shall be deemed to be a reference to the "Maximum  Outstanding  Loan Limit." The
Existing  Assignment  of Rents,  as  modified  herein,  is hereby  ratified  and
confirmed  by  Mortgagor,  and  every  provision,  covenant,  grant,  condition,
obligation,  right and power  contained in and under the Existing  Assignment of
Rents, as herein modified,  shall continue in full force and effect, affected by
this Agreement only to the extent of the amendments and modifications  expressly
set forth herein.

         3.       Continued Force and Effect.

         Except as expressly  provided in this  Agreement,  neither the Existing
Mortgage  nor the  Existing  Assignment  of Rent has been  modified or otherwise
amended.

         4.       Miscellaneous.



<PAGE>


         The  Recitals  set  forth  at  the  beginning  of  this  Agreement  are
incorporated  in and  made a part of this  Agreement  by  this  reference.  This
Agreement may be executed in one or more identical  counterparts,  each of which
shall be deemed to be an original,  and all of which,  taken together,  shall be
deemed to be one and the same Agreement.  This Agreement shall bind and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators,  legal  representatives,  successors and assigns. This Agreement
and the  obligations  of such  parties  hereunder  are and at all times shall be
deemed to be for the  exclusive  benefit of such  parties  and their  respective
heirs, executors, administrators, legal representatives, successors and assigns,
and nothing set forth  herein shall be deemed to be for the benefit of any other
person.  Nothing set forth in this  paragraph  shall be deemed or  construed  to
create,  recognize or allow any  assignment  or transfer of rights not otherwise
provided for in this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed to be effective as of the day and year first above written.

Signed and Acknowledged GRAND SUMMIT RESORT PROPERTIES, in the Presence of: INC.




_______________________________             By________________________________
Name:                                       Name:
                                            Title:

-------------------------------
Name:



STATE OF                   )
                           )       ss.
COUNTY OF                  )


         PERSONALLY  APPEARED  the  above-named  ______________________________,
_____________________________  of  Grand  Summit  Resort  Properties,  Inc.  and
acknowledged  the  foregoing  instrument to be his/her free act and deed in said
capacity and the free act and deed of said corporation.

         Before me,


                                           -----------------------------------
                                           Notary Public/Attorney at Law
                                           Print Name:_________________________
                                           My commission expires:______________


<PAGE>




Signed and Acknowledged                     TEXTRON FINANCIAL CORPORATION, as
in the Presence of:                         Administrative Agent




_______________________________             By________________________________
Name:                                       Name:
                                            Title:

-------------------------------
Name:




STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



         The foregoing  instrument  was  acknowledged  before me this ___ day of
_______________,   1999,  by  ______________,  the  _______________  of  Textron
Financial Corporation, a Delaware corporation, on behalf of said corporation.




                                             -------------------------------
                                             Notary Public
                                             My Commission Expires:









<PAGE>



                            Exhibit A-5 - [PG NUMBER]

                                   Exhibit A-5


                          MODIFICATION AGREEMENT No. 1
                                   (Steamboat)

         THIS MODIFICATION AGREEMENT No. 1 (this "Agreement"), is made as of the
5th day of April, 1999, by and between GRAND SUMMIT RESORT  PROPERTIES,  INC., a
Maine corporation ("Grantor"), whose address is P.O. Box 450, Sunday River Road,
Bethel,  ME 04217 for the benefit of TEXTRON FINANCIAL  CORPORATION,  a Delaware
corporation,  as  Beneficiary  under  that  certain  Combination  Deed of Trust,
Security Agreement and Fixture Financing Statement,  having a mailing address of
333 East River Drive, Suite 305, East Hartford, Connecticut06108.

                                R E C I T A L S :


         WHEREAS,  Grantor  executed and delivered to  Beneficiary  that certain
Combination Deed of Trust,  Security Agreement and Fixture Financing  Statement,
dated as of September 1, 1998,  which was recorded  September  28, 1998, in Book
750 at Page  1631 in the  Office of the Clerk  and  Recorder  for Routt  County,
Colorado  (said  Combination  Deed of  Trust,  Security  Agreement  and  Fixture
Financing Statement being referred to in this Agreement as the "Existing Deed of
Trust"); and

         WHEREAS,  Grantor  executed and delivered to  Beneficiary  that certain
Assignment  of Rents  and  Leases,  dated as of  September  1,  1998,  which was
recorded September 28, 1998, in Book 750 at Page 1632 in the Office of the Clerk
and Recorder for Routt  County,  Colorado  (said  Assignment of Leases and Rents
being  referred to in this  Agreement as the "Existing  Assignment of Rents") in
respect of the premises described on Exhibit A attached hereto; and

         WHEREAS, Grantor and Grantee are, contemporaneously  herewith, entering
into that certain  First  Amendment  Agreement  to Loan and Security  Agreement,
dated as of April 5, 1999,  pursuant to which  Grantor and Grantee are effecting
certain  changes  under that  certain Loan and  Security  Agreement  dated as of
September 1, 1998 and  referred to in the  Existing  Deed of Trust as the "LSA;"
and

         WHEREAS, Grantor and Grantee desire to amend the Existing Deed of Trust
and the Existing Assignment of Rents to reflect the aforesaid changes.

                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  of the
covenants and  agreements  hereinafter  stated,  and for other good and valuable
consideration  received to the mutual  satisfaction of the parties  hereto,  the
undersigned hereby agree as follows:


<PAGE>



         1.       Modification to the Existing Deed of Trust.

         Each reference in the Existing Deed of Trust to "$145,000,000" shall be
deemed to be a reference to  the"Maximum  Outstanding  Loan Limit.  The "Maximum
Outstanding  Loan Limit" shall mean,  at any  time,(a) if no Mezzanine  Debt (as
defined  in the  LSA) is  required,  $105,000,000  or (b) if  Mezzanine  Debt is
required,  the  lesser  of  (i)  $145,000,000  and  (ii)  the  remainder  of (y)
$153,000,000 minus (z) the amount of Mezzanine Debt originally raised and funded
by either  GSRP or the GSRP SPV(as  defined in the LSA).  The  reference  in the
Existing Deed of Trust to the "Construction Project Advance Promissory Note from
Grantor  to  Textron  Financial  Corporation  dated  September  28,  1998 in the
original  stated  principal  amount of $15,000,000" is hereby amended to read as
follows:  "Construction  Project Advance Promissory Note from Grantor to Textron
Financial  Corporation dated September 28, 1998 in the original stated principal
amount (as amended) of $12,000,000 . The reference to the "Construction  Project
Advance  Promissory  Note  from  Grantor  to  Green  Tree  Financial   Servicing
Corporation  dated September 28, 1998 in the original stated principal amount of
$15,000,000" is hereby deleted.  The Existing Deed of Trust, as modified herein,
is hereby  ratified and  confirmed by Grantor,  and every  provision,  covenant,
grant,  condition,  obligation,  right  and  power  contained  in and  under the
Existing Deed of Trust,  as herein  modified,  shall  continue in full force and
effect,  affected by this  Agreement  only to the extent of the  amendments  and
modifications expressly set forth herein.

         2.       Modification to the Existing Assignment of Rents.

         Each  reference in the Existing  Assignment of Rents to  "$145,000,000"
shall be deemed to be a reference to  the"Maximum  Outstanding  Loan Limit." The
Existing  Assignment  of Rents,  as  modified  herein,  is hereby  ratified  and
confirmed  by  Grantor,  and  every  provision,   covenant,   grant,  condition,
obligation,  right and power  contained in and under the Existing  Assignment of
Rents, as herein modified,  shall continue in full force and effect, affected by
this Agreement only to the extent of the amendments and modifications  expressly
set forth herein.

         3.       Continued Force and Effect.

         Except as expressly  provided in this  Agreement,  neither the Existing
Deed of Trust nor the Existing Assignment of Rent has been modified or otherwise
amended.

         4.       Miscellaneous.



<PAGE>


         The  Recitals  set  forth  at  the  beginning  of  this  Agreement  are
incorporated  in and  made a part of this  Agreement  by  this  reference.  This
Agreement may be executed in one or more identical  counterparts,  each of which
shall be deemed to be an original,  and all of which,  taken together,  shall be
deemed to be one and the same Agreement.  This Agreement shall bind and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators,  legal  representatives,  successors and assigns. This Agreement
and the  obligations  of such  parties  hereunder  are and at all times shall be
deemed to be for the  exclusive  benefit of such  parties  and their  respective
heirs, executors, administrators, legal representatives, successors and assigns,
and nothing set forth  herein shall be deemed to be for the benefit of any other
person.  Nothing set forth in this  paragraph  shall be deemed or  construed  to
create,  recognize or allow any  assignment  or transfer of rights not otherwise
provided for in this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed to be effective as of the day and year first above written.

                                           GRAND SUMMIT RESORT PROPERTIES,  INC.




                                            By________________________________
                                            Name:
                                            Its:





STATE OF                            )
                                    )       ss.
COUNTY OF                           )


         The foregoing  instrument was  acknowledged  before me this 20th day of
April, 1999 by _________,  _________ of Grand Summit Resort Properties,  Inc., a
Maine corporation, on behalf of such corporation.

         Before me,


                                           -----------------------------------
                                           Notary Public/Attorney at Law
                                           Print Name:_________________________
                                           My commission expires:______________


<PAGE>



                                           TEXTRON FINANCIAL CORPORATION, as
                                           Administrative Agent




                                           By________________________________
                                           Name:
                                           Its:



STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



         The foregoing  instrument was acknowledged before me this day of April,
1999, by ______________, the _______________ of Textron Financial Corporation, a
Delaware corporation, on behalf of said corporation.




                                            -------------------------------
                                            Notary Public
                                            My Commission Expires:









<PAGE>


                                    Exhibit A





<PAGE>



                            Exhibit A-6 - [PG NUMBER]

                                   Exhibit A-6


                          MODIFICATION AGREEMENT No. 1
                                    (Canyons)

         THIS MODIFICATION AGREEMENT No. 1 (this "Agreement"), is made as of the
5th day of April, 1999, by and between GRAND SUMMIT RESORT  PROPERTIES,  INC., a
Maine corporation ("Trustor"), whose address is P.O. Box 450, Sunday River Road,
Bethel,  ME 04217 for the benefit of TEXTRON FINANCIAL  CORPORATION,  a Delaware
corporation,   as  Administrative  Agent  under  that  certain  Deed  of  Trust,
Assignment  of Rents,  Security  Agreement  and  Financing  Statement,  having a
mailing   address  of  333  East  River  Drive,   Suite  305,   East   Hartford,
Connecticut06108.

                                R E C I T A L S :


         WHEREAS,  Trustor executed and delivered to  Administrative  Agent that
certain Deed of Trust,  Assignment  of Rents,  Security  Agreement and Financing
Statement,  dated as of September 1, 1998, which was recorded December 31, 1998,
in Book 1217 at Page 184 in the Office of the  Recorder of Summit  County,  Utah
(said Deed of Trust,  Assignment  of Rents,  Security  Agreement  and  Financing
Statement  being referred to in this Agreement as the "Existing Deed of Trust");
and

         WHEREAS,  Trustor executed and delivered to  Administrative  Agent that
certain Assignment of Rents and Leases, dated as of September 1, 1998, which was
recorded  December  31,  1998,  in Book  1217 at Page 200 in the  Office  of the
Recorder  of Summit  County,  Utah (said  Assignment  of Leases and Rents  being
referred to in this Agreement as the "Existing  Assignment of Rents") in respect
of the premises described on Exhibit A attached hereto; and

         WHEREAS,  Trustor,  Administrative Agent and the Lenders (as defined in
the Existing Deed of Trust) are, contemporaneously  herewith, entering into that
certain First Amendment  Agreement to Loan and Security  Agreement,  dated as of
April 5, 1999,  pursuant to which  Trustor and  Lenders  are  effecting  certain
changes in and to that certain Loan and Security Agreement dated as of September
1, 1998 and referred to in the Existing Deed of Trust as the "LSA;" and

         WHEREAS, Trustor and Grantee desire to amend the Existing Deed of Trust
and the Existing Assignment of Rents to reflect the aforesaid changes.

                              A G R E E M E N T S:

         NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  of the
covenants and  agreements  hereinafter  stated,  and for other good and valuable
consideration  received to the mutual  satisfaction of the parties  hereto,  the
undersigned hereby agree as follows:


<PAGE>



                            Exhibit A-6 - [PG NUMBER]


         1.       Modification to the Existing Deed of Trust.

         Each reference in the Existing Deed of Trust to "$145,000,000" shall be
deemed to be a reference to  the"Maximum  Outstanding  Loan Limit.  The "Maximum
Outstanding  Loan Limit" shall mean,  at any  time,(a) if no Mezzanine  Debt (as
defined  in the  LSA) is  required,  $105,000,000  or (b) if  Mezzanine  Debt is
required,  the  lesser  of  (i)  $145,000,000  and  (ii)  the  remainder  of (y)
$153,000,000 minus (z) the amount of Mezzanine Debt originally raised and funded
by either  GSRP or the GSRP SPV(as  defined in the LSA).  The  reference  in the
Existing Deed of Trust to the "Construction Project Advance Promissory Note from
Trustor  to  Textron  Financial  Corporation  dated  September  28,  1998 in the
original  stated  principal  amount of $15,000,000" is hereby amended to read as
follows:  "Construction  Project Advance Promissory Note from Trustor to Textron
Financial  Corporation dated September 28, 1998 in the original stated principal
amount (as amended) of $40,000,000 . The reference to the "Construction  Project
Advance  Promissory  Note  from  Trustor  to  Green  Tree  Financial   Servicing
Corporation  dated September 28, 1998 in the original stated principal amount of
$15,000,000" is hereby amended to read as follows: "Construction Project Advance
Promissory Note from Trustor to Green Tree Financial Servicing Corporation dated
September  28, 1998 in the  original  stated  principal  amount (as  amended) of
$30,000,000.  The Existing Deed of Trust, as modified herein, is hereby ratified
and  confirmed by Trustor,  and every  provision,  covenant,  grant,  condition,
obligation,  right and power  contained in and under the Existing Deed of Trust,
as herein  modified,  shall continue in full force and effect,  affected by this
Agreement only to the extent of the amendments and  modifications  expressly set
forth herein.

         2.       Modification to the Existing Assignment of Rents.

         Each  reference in the Existing  Assignment of Rents to  "$145,000,000"
shall be deemed to be a reference to the "Maximum  Outstanding  Loan Limit." The
Existing  Assignment  of Rents,  as  modified  herein,  is hereby  ratified  and
confirmed  by  Trustor,  and  every  provision,   covenant,   grant,  condition,
obligation,  right and power  contained in and under the Existing  Assignment of
Rents, as herein modified,  shall continue in full force and effect, affected by
this Agreement only to the extent of the amendments and modifications  expressly
set forth herein.

         3.       Continued Force and Effect.

         Except as expressly  provided in this  Agreement,  neither the Existing
Deed of Trust nor the Existing Assignment of Rent has been modified or otherwise
amended.

         4.       Miscellaneous.



<PAGE>


         The  Recitals  set  forth  at  the  beginning  of  this  Agreement  are
incorporated  in and  made a part of this  Agreement  by  this  reference.  This
Agreement may be executed in one or more identical  counterparts,  each of which
shall be deemed to be an original,  and all of which,  taken together,  shall be
deemed to be one and the same Agreement.  This Agreement shall bind and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators,  legal  representatives,  successors and assigns. This Agreement
and the  obligations  of such  parties  hereunder  are and at all times shall be
deemed to be for the  exclusive  benefit of such  parties  and their  respective
heirs, executors, administrators, legal representatives, successors and assigns,
and nothing set forth  herein shall be deemed to be for the benefit of any other
person.  Nothing set forth in this  paragraph  shall be deemed or  construed  to
create,  recognize or allow any  assignment  or transfer of rights not otherwise
provided for in this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed to be effective as of the day and year first above written.

                                           GRAND SUMMIT RESORT PROPERTIES,  INC.




                                            By________________________________
                                      Name:
                                      Its:





STATE OF                            )
                                    )       ss.
COUNTY OF                           )


         The foregoing  instrument was  acknowledged  before me this 20th day of
April, 1999 by _________,  _________ of Grand Summit Resort Properties,  Inc., a
Maine corporation, on behalf of such corporation.

         Before me,


                                            -----------------------------------
                                            Notary Public/Attorney at Law
                                            Print Name:_________________________
                                            My commission expires:______________


<PAGE>



                                            TEXTRON FINANCIAL CORPORATION, as
                                            Administrative Agent




                                            By________________________________
                                            Name:
                                            Its:



STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



         The foregoing  instrument was acknowledged before me this day of April,
1999, by ______________, the _______________ of Textron Financial Corporation, a
Delaware corporation, on behalf of said corporation.




                                             -------------------------------
                                             Notary Public
                                             My Commission Expires:



<PAGE>





                                    Exhibit A