TERM LOAN AGREEMENT



                          DATED as of December 5, 2001



                                      among



                      HEAVENLY VALLEY, LIMITED PARTNERSHIP,
                                  as Borrower,



                                   the LENDERS
                           listed on Schedule 1 hereto



                                       and



                              FLEET NATIONAL BANK,
                             as Administrative Agent


<PAGE>


                                TABLE OF CONTENTS


1.   DEFINITIONS:..............................................................1

2.   THE TERM LOAN.............................................................5

         2.1.  Commitment to Lend..............................................5

         2.2.  The Term Notes..................................................5

         2.3.  Mandatory Payments of Principal of Term Loan....................6

         2.4.  Optional Prepayment of Term Loan................................6

         2.5.  Interest on Term Loan...........................................8

         2.6.   Interest After Default.........................................8

                  2.6.1.  Overdue Amounts......................................8

                  2.6.2  Amounts Not Overdue...................................9

3.  CHANGES IN CIRCUMSTANCES...................................................9

4.  FEES AND PAYMENTS..........................................................9

         4.1.1  Closing Fees...................................................9

         4.1.2  Agent's Fee....................................................9

         4.1.3  Funds for Payments.............................................9

                  4.2.1.  Payments to Agent....................................9

                  4.2.2  No Offset, etc........................................9

         4.3.  Computations...................................................10

5.  REPRESENTATIONS AND WARRANTIES............................................10

6.  CLOSING CONDITIONS; CONDITIONS PRECEDENT..................................12

7.  COVENANTS.................................................................14

         7.1  Affirmative Covenants...........................................14

         7.2  Minimum EBITDA Covenant.........................................16

8.  EVENTS OF DEFAULT; ACCELERATION...........................................16

9.  SETOFF....................................................................18

10.  THE AGENT................................................................19

         10.1  Authorization..................................................19

         10.2.  Employees and Agents..........................................19

         10.3.  No Liability..................................................19

         10.4.  No Representations............................................19

         10.5.  Payments......................................................20

         10.6.  Holders of Notes..............................................20

         10.7.  Indemnity.....................................................20

         10.8.  Agent as Lender...............................................20

         10.9.  Resignation...................................................20

11  ASSIGNMENT AND PARTICPATION. .............................................21

12.  MISCELLANEOUS............................................................22

13.  EXPENSES.................................................................22




<PAGE>



                                    Exhibits

Exhibit A                          Easement Agreement
Exhibit B                          Guaranty by Partnership Guarantors
Exhibit C                          Guaranty by Corporate Guarantor
Exhibit D                          Security Agreement
Exhibit E                          Security Interest Subordination Agreement
Exhibit F                          Term Note
Exhibit G                          USFS Agreement
Exhibit H                          Assignment and Acceptance

                                    Schedules

Schedule 1                         Lenders & Commitment
Schedule 7.3                       Indebtedness




<PAGE>
                               TERM LOAN AGREEMENT

         This TERM LOAN AGREEMENT (this "Agreement") is made as of December 5,
2001, by and among HEAVENLY VALLEY, LIMITED PARTNERSHIP, a Nevada limited
partnership having its principal place of business at 195 Highway 50, Suite 301,
Zephyr Cove, Nevada (the "Borrower"), FLEET NATIONAL BANK, a national banking
association ("Fleet"), and the other lending institutions listed on Schedule 1
hereto (collectively, the "Lenders"), and FLEET NATIONAL BANK, as administrative
agent for itself and such other Lenders (the "Agent").

                                 1. DEFINITIONS:

         Certain capitalized terms are defined below:

         Affiliate. Any Person that would be considered to be an affiliate of
the Borrower under Rule 144(a) of the Rules and Regulations of the Securities
and Exchange Commission, as in effect on the date hereof, if the Borrower were
issuing securities.

         Agreement:  See preamble,  which term shall include this  Agreement and
the Schedules hereto, all as amended and in effect from time to time.

         Borrower:  See  preamble.

         Business Day: Any day on which banks in Boston,  Massachusetts are open
for the transaction of banking business.

         Capitalized Leases: Leases under which the Borrower is the lessee or
obligor, the discounted, future rental payment obligations under which are
required to be capitalized on the balance sheet of the Borrower in accordance
with GAAP.

         Closing Date: The first date on which the conditions set forth inss.6
have been satisfied and the Term Loan is to be made.

         Collateral: All of the property, rights and assets of the Borrower that
are or are intended to be subject to the security interest created by the
Security Documents.

         Commitment: With respect to each Lender, the amount set forth on
Schedule 1 hereto as the amount of such Lender's commitment to make the Term
Loan to the Borrower.

         Commitment Percentage: With respect to each Lender, the percentage set
forth on Schedule 1 hereto as such Lender's percentage of the aggregate
Commitments of all of the Lenders.

<PAGE>
                                       2


         Consent: In respect of any person or entity, any permit, license or
exemption from, approval, consent of, registration or filing with any local,
state or federal governmental or regulatory agency or authority, required under
applicable law.

         Consolidated Credit Agreement. The Amended, Restated and Consolidated
Credit Agreement, dated as of October 12, 1999 (as amended and in effect from
time to time), by and among the Corporate Guarantor, the Borrower, the lenders
party thereto and the other signatories thereto.

         Corporate Guarantor: American Skiing Company, a Delaware corporation,
having its chief executive office at Sunday River Road, P.O. Box 450, Bethel,
Maine 04217.

         Corporate Guarantor Lenders: The lenders party to the Amended, Restated
and Consolidated Credit Agreement, dated as of October 12, 1999 (as amended), by
and among the Corporate Guarantor, the lenders party thereto and the other
signatories thereto.

         Default: An event or act which with the giving of notice and/or the
lapse of time, would become an Event of Default.

         Easement Agreement. The Easement Agreement, dated or to be dated on or
prior to the Closing Date, by and among the Agent, the Borrower and the agent to
the Corporate Guarantor Lenders in substantially the form of Exhibit A hereto.

         EBITDA: As of any date of determination, for the most recently
completed four (4) fiscal quarters of the Borrower, (a) net income (or loss)
determined in accordance with GAAP without giving effect to extraordinary gains
and losses from sales, exchanges and other dispositions of property not in the
ordinary course of business, plus to the extent deducted in calculating net
income, (b) the sum of, without duplication, (i) depreciation expense, (ii)
amortization expense, (iii) interest expense plus the non-cash portion of
interest expense on funded debt, (iv) income tax expense, and (v) other non-cash
items.

         Environmental Laws: All laws pertaining to environmental matters,
including without limitation, the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response Compensation and Liability Act of 1980, the
Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water
Act, the Federal Clean Air Act, the Toxic Substances Control Act, in each case
as amended, and all rules, regulations, judgments, decrees, orders and licenses
arising under all such laws.

         ERISA: The Employee Retirement Income Security Act of 1974, as amended,
and all rules, regulations, judgments, decrees, and orders arising thereunder.

         Event of Default:  Any of the events listed inss.8 hereof.

         Fee Letter. The Fee Letter dated on or prior to the Closing Date
between the Borrower and the Agent.


<PAGE>
                                       3


         Financials: In respect of any period, the balance sheet of any person
or entity as at the end of such period, and the related statement of income and
statement of cash flow for such period, each setting forth in comparative form
the figures for the previous comparable fiscal period, all in reasonable detail
and prepared in accordance with GAAP.

         Forest Service Permit. The Forest Service Permit, dated November 12,
1997, wherein permission is granted to the Borrower to utilize certain real
property located in Eldorado National Forest and owned by the federal government
for operation of the Heavenly Ski Area.

         GAAP: Generally accepted accounting principles consistent with those
adopted by the Financial Accounting Standards Board and its predecessor, as in
effect from time to time.

         Governing Documents: In respect of any entity, the certificate or
articles of incorporation, organization, formation or limited partnership, the
by-laws, operating agreement or partnership agreement of such entity, or other
constitutive documents of such entity.

         Governmental Authority: Any foreign, federal, state, regional, local,
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

         Guarantees: Collectively, (a) the Guaranty, dated or to be dated on or
prior to the Closing Date, from the Partnership Guarantors in favor of the Agent
and the Lenders in substantially the form of Exhibit B hereto, and (b) the
Guaranty, dated or to be dated on or prior to the Closing Date, from the
Corporate Guarantor in favor of the Agent and the Lenders in substantially the
form of Exhibit C hereto.

         Guarantors:  The Corporate Guarantor and the Partnership Guarantors.

         Heavenly Ski Area: The ski area and resort located in South Lake Tahoe,
California that is owned and operated by the Borrower.

         Indebtedness: In respect of any Person, all obligations, contingent and
otherwise, that in accordance with GAAP should be classified as liabilities,
including without limitation (a) all debt obligations, (b) all liabilities
secured by Liens, (c) all obligations evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses, (d) all guarantees, (e) every
obligation of such Person under any Capitalized Lease or Synthetic Lease, and
(f) all liabilities in respect of bankers' acceptances or letters of credit.

         Indenture. The Indenture, dated as of June 28, 1996, as amended through
the date hereof, by and among the Corporate Guarantor, United States Trust
Company of New York, as trustee, and the other signatories thereto, pursuant to
which the Corporate Guarantor issued its senior subordinated notes due 2006.


<PAGE>
                                       4


         Lenders:  See preamble.

         Liens: Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, any Synthetic Lease, any
financing lease involving substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC or comparable
law of any jurisdiction).

         Loan Documents: This Agreement, the Term Notes, the Fee Letter and the
Security Documents, in each case as from time to time amended or supplemented.

         Materially Adverse Effect: Any materially adverse effect on the
financial condition or business operations of the Borrower or material
impairment of the ability of the Borrower to perform its obligations hereunder
or under any of the other Loan Documents.

         Obligations: All indebtedness, obligations and liabilities of the
Borrower to any of the Lenders and/or the Agent, individually or collectively,
existing on the date of this Agreement or arising thereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise, arising or incurred under (a) this Agreement, (b) any other
Loan Document, (c) in respect of the Term Loan or the Term Notes, or (d) other
instruments at any time evidencing any of (a) through (c) hereof.

         Partnership Guarantors: Collectively, (a) Oak Hill Capital Partners,
L.P., a Delaware limited partnership, (b) Oak Hill Capital Partners (Bermuda),
L.P., a Bermuda exempted limited partnership, (c) Oak Hill Capital Management
Partners, L.P., a Delaware limited partnership, and (d) Oak Hill Capital
Management Partners (Bermuda), L.P., a Bermuda exempted limited partnership,
each Partnership Guarantor having its chief executive office at 201 Main Street,
Suite 2420, Fort Worth, Texas 76102.

         Person: Any individual, corporation, limited liability company,
partnership, limited liability partnership, trust, other unincorporated
association, business, or other legal entity, and any Governmental Authority.

         Requirement of Law: In respect of any person or entity, any law,
treaty, rule, regulation or determination of an arbitrator, court, or other
governmental authority, in each case applicable to or binding upon such person
or entity or affecting any of its property.

         Security Agreement: The Security Agreement, dated or to be dated on or
prior to the Closing Date, between the Borrower and the Agent in substantially
the form of Exhibit D hereto.


<PAGE>
                                       5


         Security Documents: The Guarantees, the Security Agreement, the
Security Interest Subordination Agreement, the Easement Agreement, the USFS
Agreement (as defined in Section 6(o)) and all other instruments and documents,
including without limitation Uniform Commercial Code financing statements,
required to be executed or delivered pursuant to any Security Document, in each
case, as amended.

         Security Interest Subordination Agreement: The Security Interest
Subordination Agreement, dated or to be dated on or prior to the Closing Date,
by and among the Agent, the Borrower and the agent to the Corporate Guarantor
Lenders in substantially the form of Exhibit E hereto.

         Synthetic Lease: Any lease of goods or other property, whether real or
personal, which is treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

         Term Loan: The term loan made or to be made by the Lenders to the
Borrower on the Closing Date pursuant to ss.2.1 in the aggregate principal
amount not to exceed $14,000,000.

         Term Loan Maturity Date: November 30, 2006 or such earlier date on
which the Term Loan may become due and payable pursuant to the terms hereof.

         Term Notes:  Seess.2.2.

         Term Note Record:  A record with respect to a Term Note.

                                2. THE TERM LOAN.

         2.1. Commitment to Lend. Subject to the terms and conditions set forth
in this Agreement, each Lender agrees to lend to the Borrower on the Closing
Date the amount of its Commitment Percentage of the principal amount of
$14,000,000.

         2.2. The Term Notes. The Term Loan shall be evidenced by separate
promissory notes of the Borrower in substantially the form of Exhibit F hereto
(each a "Term Note"), dated the Closing Date and completed with appropriate
insertions. One Term Note shall be payable to the order of each Lender in a
principal amount equal to such Lender's Commitment Percentage of the Term Loan
and representing the obligation of the Borrower to pay to such Lender such
principal amount or, if less, the outstanding amount of such Lender's Commitment
Percentage of the Term Loan, plus interest accrued thereon, as set forth below.
The Borrower irrevocably authorizes each Lender to make or cause to be made a
notation on such Lender's Term Note Record reflecting the original principal
amount of such Lender's Commitment Percentage of the Term Loan and, at or about
the time of such Lender's receipt of any principal payment on such Lender's Term
Note, an appropriate notation on such Lender's Term Note Record reflecting such
payment. The aggregate unpaid amount set forth on such Lender's Term Note Record
shall be prima facie evidence of the principal amount thereof owing and unpaid
to such Lender, but the failure to record, or any error in so recording, any

<PAGE>
                                       6


such amount on such Lender's Term Note Record shall not affect the obligations
of the Borrower hereunder or under any Term Note to make payments of principal
of and interest on any Term Note when due.

         2.3. Mandatory Payments of Principal of Term Loan. The Borrower
promises to pay to the Agent for the account of the Lenders the principal amount
of the Term Loan in fifty-nine (59) consecutive monthly payments of $233,333.33,
such installments to be due and payable on the last day of each calendar month
of each calendar year, commencing on December 31, 2001, with a final payment on
the Term Loan Maturity Date in an amount equal to the unpaid balance of the Term
Loan.

         2.4. Optional Prepayment of Term Loan. The Borrower shall have the
right at any time to prepay the Term Notes on or before the Term Loan Maturity
Date, as a whole, or in part, upon not less than five (5) Business Days prior
written notice to the Agent (the "Prepayment Notice"); provided that (i) each
partial prepayment shall be in the principal amount of $500,000 or an integral
multiple thereof and (ii) each partial prepayment shall be allocated among the
Lenders, in proportion, as nearly as practicable, to the respective outstanding
amount of each Lender's Term Note, with adjustments, to the extent practicable,
to equalize any prior prepayments not exactly in proportion. Any prepayment of
principal of the Term Loan pursuant to this ss.2.4 shall include all interest
accrued to the date of prepayment plus the Make-Whole Amount (as hereinafter
defined), if any, and shall be applied against the scheduled installments of
principal due on the Term Loan in the inverse order of maturity. Notwithstanding
the foregoing, upon (a) a "Change of Control" (as defined in the Indenture as in
effect on the date hereof) or (b) a sale by (i) the Corporate Guarantor or one
or more of its subsidiaries of a majority of the partnership interests of the
Borrower or (ii) the Borrower of all or substantially all of its assets, the
Borrower shall pay, in lieu of and not in addition to the Make-Whole Amount, a
premium on any prepayment made in connection therewith (a "Prepayment Premium")
in an amount determined in accordance with the percentages set forth in the
following table opposite the period during which such prepayment is made:
@@

                       Period                     Prepayment Premium

Closing Date through
first anniversary thereof                      5% of amount prepaid

First anniversary of
Closing Date through second
anniversary of Closing Date                    4% of amount prepaid

Second anniversary of
Closing Date through third
anniversary of Closing Date                    3% of amount prepaid

Third anniversary of
Closing Date through fourth
anniversary of Closing Date                    2% of amount prepaid


<PAGE>
                                       7


Fourth anniversary of
Closing Date through fifth
anniversary of Closing Date                    1% of amount prepaid

Thereafter                                     -0-

         @@

The Prepayment Notice shall specify the prepayment date, the aggregate principal
amount of the Term Notes to be prepaid on such date, the interest to be paid on
the prepayment date with respect to such principal amount being prepaid, and
shall be accompanied by a certificate of a Chief Financial Officer of the
Borrower as to the estimated Make-Whole Amount or Prepayment Premium, as the
case may be, due in connection with such prepayment (calculated as if the date
of such notice were the date of the prepayment), setting forth the details of
such computation. No amount repaid with respect to the Term Loan may be
reborrowed.

         The term "Make-Whole Amount" means, with respect to each Term Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Term Note over
the amount of such Called Principal, provided that the Make-Whole Amount may in
no event be less than zero. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:

         "Called Principal" means, with respect to each Term Note, the principal
of such Term Note that is to be prepaid pursuant to this Section 2.4.

         "Discounted Value" means, with respect to the Called Principal of each
Term Note, the amount obtained by discounting all Remaining Scheduled Payments
with respect to such Called Principal from their respective scheduled due dates
to the Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Term Notes is payable) equal to
the Reinvestment Yield with respect to such Called Principal.

         "Reinvestment Yield" means, with respect to the Called Principal of
each Term Note, 1.00% per annum over the yield to maturity implied by (a) the
yields reported, as of 10:00 A.M. (Boston, Massachusetts time) on the second
Business Day preceding the Settlement Date with respect to such Called Principal
on the display designated as "Screens PX1 through PX7" on the Bloomberg
Financial Markets Commodities News screen (or such other display as may replace
Screens PX1 through PX7 on the Bloomberg Financial Markets Commodities News
screen) for actively traded U.S. Treasury securities having a maturity equal to
the Remaining Average Life of such Called Principal as of such Settlement Date,
or (b) if such yields are not reported as of such time or the yields reported as
of such time are not ascertainable, the Treasury Constant Maturity Series Yields
reported, for the latest day for which such yields have been so reported as of
the second Business Day preceding the Settlement Date with respect to such
Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any

<PAGE>
                                       8


comparable successor publication) for actively traded U.S. Treasury securities
having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. Such implied yield will be determined, if
necessary, by (i) converting U.S. Treasury bill quotations to bond-equivalent
yields in accordance with accepted financial practice and (ii) interpolating
linearly between (x) the actively traded U.S. Treasury security with the
maturity closest to and greater than the Remaining Average Life and (y) the
actively traded U.S. Treasury security with the maturity closest to and less
than the Remaining Average Life.

         "Remaining Average Life" means, with respect to any Called Principal,
the number of years (calculated to the nearest one-twelfth year) obtained by
dividing (a) such Called Principal into (b) the sum of the products obtained by
multiplying (i) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (ii) the number of years (calculated to the
nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

         "Remaining Scheduled Payments" means, with respect to the Called
Principal of each Term Note, all payments of such Called Principal and interest
thereon that would be due after the Settlement Date with respect to such Called
Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Term Notes, then the
amount of the next succeeding scheduled interest payment will be reduced by the
amount of interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to this Section 2.4.

         "Settlement Date" means, with respect to the Called Principal of each
Term Note, the date on which such Called Principal is to be prepaid pursuant to
this Section 2.4.

         2.5. Interest on Term Loan. Except as set forth in ss.2.6, the
outstanding amount of the Term Loan shall bear interest at the rate of ten and
one-half percent (10.5%) per annum (the "Fixed Rate"). Interest shall be payable
monthly in arrears on the last day of each calendar month, commencing on the
first such date following the Closing Date, and on the Term Loan Maturity Date.
The Borrower promises to pay interest on the outstanding amount of the Term Loan
from the Closing Date until the Term Loan Maturity Date in accordance with the
provisions of this ss.2.5.

         2.6.   Interest After Default.

                  2.6.1. Overdue Amounts. Overdue principal and (to the extent
         permitted by applicable law) interest on the Term Loan and all other
         overdue amounts payable hereunder or under any of the other Loan
         Documents shall bear interest compounded monthly and payable on demand

<PAGE>
                                       9


         at the rate of fourteen and one-half percent (14.5%) per annum until
         such amount shall be paid in full (after as well as before judgment).

                  2.6.2 Amounts Not Overdue. During the continuance of an Event
         of Default the principal of the Term Loan not overdue shall, until such
         Event of Default has been cured or remedied, bear interest at the rate
         of twelve and one-half percent (12.5%) per annum.

                           3. CHANGES IN CIRCUMSTANCES

         If after the date hereof any Lender or the Agent determines that (i)
the adoption of or change in any law, governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law) regarding
capital requirements for banks or bank holding companies or any change in the
interpretation or application thereof by a court or governmental authority with
appropriate jurisdiction, or (ii) compliance by such Lender or the Agent or any
corporation controlling such Lender or the Agent with any law, governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law) of any such entity regarding capital adequacy, has the effect of
reducing the return on such Lender's or the Agent's commitment with respect to
the Term Loan to a level below that which such Lender or the Agent could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or the Agent's then existing policies with respect to capital
adequacy and assuming full utilization of such entity's capital) by any amount
reasonably deemed by such Lender or (as the case may be) the Agent to be
material, then such Lender or the Agent may notify the Borrower of such fact. To
the extent that the amount of such reduction in the return on capital is not
reflected in the Fixed Rate, the Borrower agrees to pay such Lender or (as the
case may be) the Agent for the amount of such reduction in the return on capital
as and when such reduction is determined upon presentation by such Lender or (as
the case may be) the Agent of a statement setting forth such Lender's or the
Agent's calculation thereof, which statement shall be deemed true and correct
absent manifest error. Each Lender shall allocate such cost increases among its
customers in good faith and on an equitable basis.

                              4. FEES AND PAYMENTS.
4.1.     Fees.

                  4.1.1 Closing Fee. The Borrower agrees to pay to the Agent for
the pro rata accounts of the Lenders on the Closing Date a closing fee in the
amount of $210,000.

                  4.1.2 Agent's Fee. The Borrower shall pay to the Agent, for
the Agent's own account, on the Closing Date an Agent's fee in the amount
specified in the Fee Letter.


<PAGE>
                                       10


         4.2.  Funds for Payments.

                  4.2.1. Payments to Agent. All payments of principal, interest,
         fees and any other amounts due hereunder or under any of the other Loan
         Documents shall be made on the due date thereof to the Agent in
         Dollars, for the respective accounts of the Lenders and the Agent, at
         the Agent's Office or at such other place that the Agent may from time
         to time designate, in each case at or about 11:00 a.m. (Boston,
         Massachusetts time or other local time at the place of payment) and in
         immediately available funds.

                  4.2.2 No Offset, etc. All payments by the Borrower hereunder
         and under any of the other Loan Documents shall be made without
         recoupment, setoff or counterclaim and free and clear of and without
         deduction for any taxes, levies, imposts, duties, charges, fees,
         deductions, withholdings, compulsory loans, restrictions or conditions
         of any nature now or hereafter imposed or levied by any jurisdiction or
         any political subdivision thereof or taxing or other authority therein
         unless the Borrower is compelled by law to make such deduction or
         withholding. If any such obligation is imposed upon the Borrower with
         respect to any amount payable by it hereunder or under any of the other
         Loan Documents, the Borrower will pay to the Agent, for the account of
         the Lenders or (as the case may be) the Agent, on the date on which
         such amount is due and payable hereunder or under such other Loan
         Document, such additional amount in Dollars as shall be necessary to
         enable the Lenders or the Agent to receive the same net amount which
         the Lenders or the Agent would have received on such due date had no
         such obligation been imposed upon the Borrower. The Borrower will
         deliver promptly to the Agent certificates or other valid vouchers for
         all taxes or other charges deducted from or paid with respect to
         payments made by the Borrower hereunder or under such other Loan
         Document.

         4.3. Computations. All computations of interest on the Term Loan shall,
unless otherwise expressly provided herein, be based on a 360-day year and paid
for the actual number of days elapsed. Whenever a payment hereunder or under any
of the other Loan Documents becomes due on a day that is not a Business Day, the
due date for such payment shall be extended to the next succeeding Business Day,
and interest shall accrue during such extension. The outstanding amount of the
Term Loan as reflected on the Term Note Records from time to time shall be
considered correct and binding on the Borrower unless within five (5) Business
Days after receipt of any notice by the Agent or any of the Lenders of such
outstanding amount, the Agent or such Lender shall notify the Borrower to the
contrary.

                       5. REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants to the Agent and each of the
Lenders on the Closing Date that:

                  (a) the Borrower is duly organized, validly existing, and in
         good standing under the laws of its jurisdiction of incorporation and
         is duly qualified and in good standing in every other jurisdiction
         where it is doing business, and the execution, delivery and performance

<PAGE>
                                       11


         by the Borrower of the Loan Documents (i) are within its partnership
         authority, (ii) have been duly authorized by all appropriate action,
         (iii) do not conflict with or contravene its Governing Documents;

                  (b) upon execution and delivery thereof, each Loan Document to
         which it is a party shall constitute the legal, valid and binding
         obligation of the Borrower, enforceable in accordance with its terms;

                  (c) the Borrower has good and marketable title to all its
         material properties, subject only to Liens permitted hereunder, and
         possesses or has unrestricted access to all assets, including
         intellectual properties, franchises and Consents, necessary and
         adequate for the conduct of its business as now conducted, without
         known conflict with any rights of others. The Borrower maintains
         insurance with financially responsible insurers, copies of the policies
         for which have been previously delivered to the Agent and each of the
         Lenders, covering such risks and in such amounts and with such
         deductibles as are customary in the Borrower's business and are
         adequate;

                  (d) the Borrower has provided to the Agent and each of the
         Lenders its unaudited Financials as at July 29, 2001 and for the fiscal
         period then ended, and such Financials are complete and correct and
         fairly present the position of the Borrower as at such date and for
         such period in accordance with GAAP consistently applied. The Borrower
         has also provided to the Agent and each of the Lenders its forecast of
         the operations of the Borrower for the period from July 30, 2001
         through July 29, 2002, and such forecast has been prepared in good
         faith based upon reasonable assumptions;

                  (e) since July 29, 2001, except as otherwise set forth in the
         Form 10-K of the Corporate Guarantor filed with the Securities and
         Exchange Commission on November 13, 2001, there has been no change of
         any kind in the Borrower which would have a Materially Adverse Effect;

                  (f) there are no legal or other proceedings or investigations
         pending or threatened against the Borrower before any court, tribunal
         or regulatory authority which could reasonably be expected to, alone or
         together, have a Materially Adverse Effect;

                  (g) the Borrower's execution, delivery, performance of its
         obligations, and exercise of its rights under each of the Loan
         Documents to which it is a party, including borrowing under this
         Agreement (i) do not require any Consents other than those Consents
         which have already been obtained by the Borrower and provided to the
         Agent; and (ii) are not and will not be in conflict with or prohibited
         or prevented by (A) any Requirement of Law, or (B) any Governing
         Document, partnership minute or resolution, instrument, agreement or
         provision thereof, in each case binding on it or affecting its
         property;


<PAGE>
                                       12


                  (h) the Borrower is not, and shall not be upon execution and
         delivery of each Loan Document, in violation of (i) any Governing
         Document, partnership minute or resolution, (ii) any instrument or
         agreement, in each case binding on it or affecting its property, or
         (iii) any Requirement of Law, in a manner which could have a Materially
         Adverse Effect, including, without limitation, all applicable federal
         and state tax laws, ERISA and Environmental Laws; and

                  (i) upon execution and delivery of the Security Agreement and
         the filing of documents thereby required, the Agent, on behalf of the
         Lenders, shall have first-priority perfected Liens on the Collateral,
         subject only to Liens permitted hereunder and entitled to priority
         under applicable law, with no financing statements, chattel mortgages,
         real estate mortgages or similar filings on record anywhere which
         conflict with such first-priority Liens of the Agent on behalf of the
         Lenders;

                  (j) upon execution and delivery of the Easement Agreement and
         the recording thereof, the Agent, on behalf of the Lenders, shall have
         an easement over, across, in, under, upon and within the property owned
         by the Borrower and on which the Collateral is located, with no
         agreements or similar filings on record anywhere which conflict with
         such easement; and

                  (k) the Borrower has no Subsidiaries and is not a party to any
         partnership or joint venture.

                  6. CLOSING CONDITIONS; CONDITIONS PRECEDENT.

         The obligation of the Lenders to make the Term Loan to the Borrower on
the Closing Date shall be subject to the following conditions precedent:

                  (a) each of the Loan Documents shall (i) have been duly
         executed and delivered by the respective parties thereto, (ii) be in
         full force and effect, (iii) constitute the legal, valid, and binding
         agreement of the parties thereto enforceable against such parties
         according to its terms, and (iv) be in form and substance satisfactory
         to each Lender;

                  (b) the Agent shall have received from the Borrower a copy,
         certified by the general partner of the Borrower to be true and
         complete on the Closing Date, (i) of each of its Governing Documents,
         (ii) a certificate of the secretary of state of the jurisdiction in
         which it is organized as to its legal existence and good standing, and
         (iii) a certificate of the secretary of state of each jurisdiction in
         which it is qualified to do business as to its good standing in such
         jurisdiction;

                  (c) the Agent shall have received a certificate of the general
         partner of the Borrower, dated as of the Closing Date, in form and
         substance satisfactory to the Agent, certifying the authorizing
         resolutions of the general partner;


<PAGE>
                                       13


                  (d) the Agent shall have received a certificate of the general
         partner of the Borrower, dated as of the Closing Date, in form and
         substance satisfactory to the Agent, as to the solvency of the Borrower
         following the consummation of the transactions contemplated herein;

                  (e) the Agent shall have received from the Corporate Guarantor
         a copy, certified by a duly authorized officer of such Person to be
         true and complete on the Closing Date, (i) of each of its Governing
         Documents, and (ii) a certificate of the secretary of state of the
         jurisdiction in which it is organized as to its due organization, legal
         existence and good standing;

                  (f) the Agent shall have received from the Corporate Guarantor
         a secretary's certificate, dated as of the Closing Date, in form and
         substance satisfactory to the Agent, certifying (i) the authorizing
         resolutions of its board of directors, and (ii) the incumbency of all
         officers executing Loan Documents, with specimen signatures;

                  (g) the Agent shall have received from each Partnership
         Guarantor a copy, certified by the general partner of such Partnership
         Guarantor to be true and complete on the Closing Date, (i) of each of
         its Governing Documents, and (ii) a certificate of the secretary of
         state of the jurisdiction in which such Partnership Guarantor is
         organized as to its legal existence and good standing;

                  (h) the Agent shall have received a certificate of the general
         partner of each Partnership Guarantor, dated as of the Closing Date, in
         form and substance satisfactory to the Agent, certifying the
         authorizing resolutions of such general partner;

                  (i) the Agent shall have received a favorable legal opinion
         addressed to the Agent and each Lender, dated as of the Closing Date,
         in form and substance reasonably satisfactory to the Agent, from the
         Borrower's General Counsel;

                  (j) the Agent shall have received a favorable legal opinion
         addressed to the Agent and each Lender, dated as of the Closing Date,
         in form and substance reasonably satisfactory to the Agent, from Paul,
         Weiss, Rifkind, Wharton & Garrison, counsel to each of the Partnership
         Guarantors;

                  (k) each of the representations and warranties of the Borrower
         to the Agent and the Lenders herein, in any of the other Loan Documents
         or any documents, certificate or other paper or notice in connection
         herewith shall be true and correct in all material respects as of the
         time made or claimed to have been made;

                  (l) each of the representations and warranties of each
         Guarantor to the Agent and the Lenders in its Guaranty or any

<PAGE>
                                       14


         documents, certificate or other paper or notice in connection therewith
         shall be true and correct in all material respects as of the time made
         or claimed to have been made;

                  (m) the Security Documents shall be effective to create in
         favor of the Agent a legal, valid and enforceable first (except for
         Liens permitted hereunder entitled to priority under applicable law)
         security interest in the Collateral. All filings, recordings,
         deliveries of instruments and other actions necessary or desirable in
         the opinion of the Agent to protect and preserve such security
         interests shall have been duly effected. The Agent shall have received
         evidence thereof in form and substance satisfactory to the Agent;

                  (n) the Corporate Guarantor Lenders shall have consented to
         the transactions contemplated hereby and such consent shall be in form
         and substance satisfactory to the Agent;

                  (o) the Agent shall have received a duly executed agreement
         (the "USFS Agreement") from the Forest Service of the United States
         Department of Agriculture ("Forest Service"), in substantially the form
         of Exhibit G hereto, acknowledging and consenting to the Agent's
         security interest in the Collateral located on real estate owned by the
         United States, administered by the Forest Service and used and occupied
         by the Borrower pursuant to the Forest Service Permit;

                  (p) The Easement Agreement shall have been recorded with the
         register of deeds for El Dorado county, California.

                  (q)      no Default or Event of Default shall be continuing;

                  (r) all proceedings in connection with the transactions
         contemplated hereby shall be in form and substance satisfactory to the
         Agent and the Agent shall have received all information and documents
         as it may have reasonably requested;

                  (s) no change shall have occurred in any law or regulation or
         in the interpretation thereof that in the reasonable opinion of any
         Lender would make it unlawful for such Lender to make the Term Loan;
         and

                  (t) all fees and amounts under the Loan Documents and all
         reasonable fees of Agent's counsel shall have been paid to the Agent.

                                  7. COVENANTS.

         7.1 Affirmative Covenants. The Borrower agrees that so long as the Term
Loan is outstanding and until the payment and satisfaction in full of all the
Obligations, the Borrower will comply with its obligations as set forth
throughout this Agreement and to:

                  (a) furnish each Lender: (i) as soon as available but in any
         event within ninety (90) days after the close of each fiscal year, its

<PAGE>
                                       15


         unaudited Financials for such fiscal year, certified by the Borrower's
         chief financial officer; (ii) as soon as available but in any event
         within forty-five (45) days after the end of each fiscal quarter its
         unaudited Financials for such quarter, certified by its chief financial
         officer and general partner; and (iii) together with the quarterly and
         annual audited Financials, a certificate of the general partner of the
         Borrower certifying that no Default or Event of Default has occurred,
         or if it has, the actions taken by the Borrower with respect thereto;

                  (b) keep true and accurate books of account in accordance with
         GAAP, maintain its current fiscal year and permit any Lender or its
         designated representatives to inspect the Borrower's premises during
         normal business hours, to examine and be advised as to such or other
         business records upon the request of such Lender, and to permit such
         Lender's commercial finance examiners to conduct periodic commercial
         finance examinations;

                  (c) (i) maintain its business, assets and existence as a
         limited partnership under the laws of the State of Nevada, (ii) keep
         its business and assets adequately insured, (iii) maintain its chief
         executive office in the United States, (iv) continue to engage in the
         same lines of business, and (v) comply with all Requirements of Law,
         including ERISA and Environmental Laws, except where the failure to so
         comply could not be expected to result in a Material Adverse Effect;

                  (d) notify each Lender promptly in writing of (i) the
         occurrence of any Default or Event of Default, (ii) any noncompliance
         with ERISA or any Environmental Law or proceeding in respect thereof
         which could have a Materially Adverse Effect, (iii) any change of
         address, (iv) any material threatened or pending litigation or similar
         proceeding affecting the Borrower or any material change in any such
         litigation or proceeding previously reported and (v) claims against any
         assets or properties of the Borrower encumbered in favor of the Agent
         and the Lenders;

                  (e) use the proceeds of the Loans solely to finance the
         purchase and construction of the gondola at the Heavenly Ski Area
         located in South Lake Tahoe, California, and not for the purchase or
         carrying of any "margin security" or "margin stock" within the meaning
         of Regulations U and X of the Board of Governors of the Federal Reserve
         System, 12 C.F.R. Parts 221 and 224;

                  (f) comply with all material agreements and instruments by
         which it or any of its properties may be bound;

                  (g) timely pay all taxes, including but not limited to taxes
         assessed in connection with or as a result of the gondola at the
         Heavenly Ski Area being located in the South Tahoe Redevelopment Agency
         Community Facilities District No. 2001-1; and


<PAGE>
                                       16


                  (h) cooperate with the Agent and the Lenders, take such
         action, execute such documents, and provide such information as the
         Agent and the Lenders may from time to time reasonably request in order
         further to effect the transactions contemplated by and the purposes of
         the Loan Documents, including without limitation, the delivery at the
         Borrower's expense of appraisals, title insurance, surveys, or
         environmental assessments.

         7.2 Minimum EBITDA Covenant. The Borrower covenants and agrees that so
long as the Term Loan is outstanding and until the payment and satisfaction in
full of all the Obligations, the Borrower will not permit EBITDA for any period
of four (4) consecutive fiscal quarters ending after September 30, 2001 to be
less than $8,000,000.
7.3      Indebtedness.

         The Borrower agrees that so long as the Term Loan is outstanding and
until the payment and satisfaction in full of all the Obligations, the Borrower
will not create, incur, assume or permit to exist any Indebtedness other than
(a) Indebtedness to the Lenders, (b) Indebtedness in respect of the acquisition
of real and/or personal property which does not exceed $3,000,000 in the
aggregate, (c) current liabilities of the Borrower not incurred through the
borrowing of money or the obtaining of credit except credit on an open account
customarily extended, (d) Indebtedness in respect of taxes or other governmental
charges contested in good faith and by appropriate proceedings and for which
adequate reserves have been taken, (e) Indebtedness not included above and
listed on Schedule 7.3 hereto, and (f) refinancings of any of the foregoing
Indebtedness provided that the (i) principal amount of such refinanced
Indebtedness is not greater than the principal amount of the Indebtedness being
refinanced, (ii) such refinanced Indebtedness has a final maturity date no
earlier than the final maturity date of the Indebtedness being refinanced, and
(iii) the other terms and provisions governing such refinanced Indebtedness are
substantially similar to terms and provisions which governed the Indebtedness
being refinanced.

                       8. EVENTS OF DEFAULT; ACCELERATION.

         If any of the following events ("Events of Default") shall occur:

                  (a) the Borrower shall fail to pay when due and payable any
         principal of the Term Loan when the same becomes due;

                  (b) the Borrower shall fail to pay interest on the Term Loan
         or any other sum due under any of the Loan Documents when due and
         payable, and such failure shall continue for a period of five (5) days;

                  (c) the Borrower shall fail to perform or observe any of the
         terms, covenants, or agreements contained in ss.ss.7.1, 7.2 or 7.3;
         provided, however, that with respect to the covenants set forth in
         ss.7.1(a), the Agent or any Lender having a Commitment Percentage equal
         to or greater than ten percent (10%) shall notify the Borrower of its

<PAGE>
                                       17


         failure to provide the required reports when due and the Agent shall
         allow the Borrower five (5) days to comply with the covenants set forth
         in ss.7.1(a).

                  (d) (i) the Borrower shall fail to perform any other term,
         covenant or agreement contained in the Loan Documents within thirty
         (30) days after the Agent or any Lender having a Commitment Percentage
         equal to or greater than ten percent (10%) has given written notice of
         such failure to the Borrower, (ii) or any Guarantor shall fail to
         perform any term, covenant or agreement contained in the Guarantees;

                  (e) any representation or warranty of the Borrower or any
         Guarantor, as applicable, in the Loan Documents or in any certificate
         or notice given in connection therewith shall have been false or
         misleading in any material respect at the time made or deemed to have
         been made;

                  (f) the Borrower or any Guarantor shall be in default (after
         any applicable period of grace or cure period) under any agreement or
         agreements evidencing Indebtedness in excess of $2,000,000, or shall
         fail to pay such Indebtedness when due, or within any applicable period
         of grace;

                  (g) any of the Loan Documents shall cease to be in full force
         and effect;

                  (h) the Borrower (i) shall make an assignment for the benefit
         of creditors, (ii) shall be adjudicated bankrupt or insolvent, (iii)
         shall seek the appointment of, or be the subject of an order
         appointing, a trustee, liquidator or receiver as to all or part of its
         assets, (iv) shall commence, approve or consent to, any case or
         proceeding under any bankruptcy, reorganization or similar law and, in
         the case of an involuntary case or proceeding, such case or proceeding
         is not dismissed within forty-five (45) days following the commencement
         thereof, or (v) shall be the subject of an order for relief in an
         involuntary case under federal bankruptcy law;

                  (i) the Borrower or any Guarantor shall be unable to pay its
         debts as they mature; or

                  (j) there shall remain undischarged for more than thirty (30)
         days any final judgment or execution action against the Borrower not
         covered by insurance that, together with other outstanding claims and
         execution actions against the Borrower not covered by insurance exceeds
         $250,000 in the aggregate;

         THEN, or at any time thereafter, :

                  (1) In the case of any Event of Default under clause (h) or
         (i), the entire unpaid principal amount of the Term Loan, all interest
         accrued and unpaid thereon, and all other amounts payable thereunder
         (including, without limitation, commitment fees) and under the other

<PAGE>
                                       18


         Loan Documents shall automatically become forthwith due and payable,
         without presentment, demand, protest or notice of any kind, all of
         which are hereby expressly waived by the Borrower; and

                  (2) In the case of any Event of Default under any clause other
         than (h) or (i), the Agent may, and at the request of any Lender shall,
         by written notice to the Borrower, declare the unpaid principal amount
         of the Term Loan, all interest accrued and unpaid thereon, and all
         other amounts payable hereunder (including, without limitation, fees)
         and under the other Loan Documents to be forthwith due and payable,
         without presentment, demand, protest or further notice of any kind, all
         of which are hereby expressly waived by the Borrower.

         No remedy herein conferred upon the Lenders is intended to be exclusive
of any other remedy and each and every remedy shall be cumulative and in
addition to every other remedy hereunder, now or hereafter existing at law or in
equity or otherwise.

                                   9. SETOFF.

         Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of
the Lenders to the Borrower (other than those arising under the Consolidated
Credit Agreement) may be applied to or set off by such Lender against the
payment of Obligations and any and all other liabilities, direct, or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
of the Borrower to such Lender. Each of the Lenders agrees with each other
Lender that (a) if an amount to be set off is to be applied to Indebtedness of
the Borrower to such Lender, other than Indebtedness evidenced by the Term Notes
held by such Lender, such amount shall be applied ratably to such other
Indebtedness and to the Indebtedness evidenced by such Term Notes held by such
Lender, and (b) if such Lender shall receive from the Borrower, whether by
voluntary payment, exercise of the right of setoff, counterclaim, cross action,
enforcement of the claim evidenced by the Term Notes held by such Lender by
proceedings against the Borrower at law or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise, and shall retain and apply to the payment of the Term Note or Term
Notes held by such Lender any amount in excess of its ratable portion of the
payments received by all of the Lenders with respect to the Term Notes held by
all of the Lenders, such Lender will make such disposition and arrangements with
the other Lenders with respect to such excess, either by way of distribution,
pro tanto assignment of claims, subrogation or otherwise as shall result in each
Lender receiving in respect of the Term Notes held by its proportionate payment
as contemplated by this Agreement; provided that if all or any part of such
excess payment is thereafter recovered from such Lender, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.


<PAGE>
                                       19


                                 10. THE AGENT.
10.1     Authorization.

         The Agent is authorized to take such action on behalf of each of the
Lenders and to exercise all such powers as are hereunder and under any of the
other Loan Documents and any related documents delegated to the Agent, together
with such powers as are reasonably incident thereto, provided that no duties or
responsibilities not expressly assumed herein or therein shall be implied to
have been assumed by the Agent. The relationship between the Agent and each of
the Lenders is that of an independent contractor. The use of the term "Agent" is
for convenience only and is used to describe, as a form of convention, the
independent contractual relationship between the Agent and each of the Lenders.
Nothing contained in this Credit Agreement nor the other Loan Documents shall be
construed to create an agency, trust or other fiduciary relationship between the
Agent and any of the Lenders. As an independent contractor empowered by the
Lenders to exercise certain rights and perform certain duties and
responsibilities hereunder and under the other Loan Documents, the Agent is
nevertheless a "representative" of the Lenders, as that term is defined in
Article 1 of the Uniform Commercial Code, for purposes of actions for the
benefit of the Lenders and the Agent with respect to all collateral security and
guaranties contemplated by the Loan Documents. Such actions include the
designation of the Agent as "secured party", "mortgagee" or the like on all
financing statements and other documents and instruments, whether recorded or
otherwise, relating to the attachment, perfection, priority or enforcement of
any security interests, mortgages or deeds of trust in collateral security
intended to secure the payment or performance of any of the Obligations, all for
the benefit of the Lenders and the Agent.

         10.2. Employees and Agents. The Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Agreement and the other Loan Documents. The Agent
may utilize the services of such Persons as the Agent in its sole discretion may
reasonably determine, and all reasonable fees and expenses of any such Persons
shall be paid by the Borrower.

         10.3. No Liability. Neither the Agent nor any of its shareholders,
directors, officers or employees nor any other Person assisting them in their
duties nor any agent or employee thereof, shall be liable for any waiver,
consent or approval given or any action taken, or omitted to be taken, in good
faith by it or them hereunder or under any of the other Loan Documents, or in
connection herewith or therewith, or be responsible for the consequences of any
oversight or error of judgment whatsoever, except that the Agent or such other
Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence.

         10.4. No Representations. The Agent shall not be responsible for the
execution or validity or enforceability of this Agreement, the Term Notes, any
of the other Loan Documents, or any instrument at any time constituting, or

<PAGE>
                                       20


intended to constitute, collateral security for the Term Notes, or for the value
of any such collateral security or for the validity, enforceability or
collectability of any such amounts owing with respect to the Term Notes, or for
any recitals or statements, warranties or representations made herein or in any
of the other Loan Documents or in any certificate or instrument hereafter
furnished to it by or on behalf of the Borrower or the Guarantors, or be bound
to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein or in any instrument at any time
constituting, or intended to constitute, collateral security for the Term Notes
or to inspect any of the properties, books or records of the Borrower or the
Guarantors. The Agent shall not be bound to ascertain whether any notice,
consent, waiver or request delivered to it by the Borrower or the Guarantors or
any holder of any of the Term Notes shall have been duly authorized or is true,
accurate and complete. The Agent has not made nor does it make at the time of
syndication any representations or warranties, express or implied, nor does it
assume any liability to the Lenders with respect to the credit worthiness or
financial conditions of the Borrower or the Guarantors. Each Lender acknowledges
at the time of syndication that it has, independently and without reliance upon
the Agent or any other Lender, and based upon such information and documents as
it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement.

         10.5.  Payments.

                  (a) A payment by the Borrower or the Guarantors to the Agent
hereunder or any of the other Loan Documents for the account of any Lender shall
constitute a payment to such Lender. The Agent agrees promptly to distribute to
each Lender such Lender's pro rata share of payments received by the Agent for
the account of the Lenders except as otherwise expressly provided herein or in
any of the other Loan Documents.

                  (b) If in the opinion of the Agent the distribution of any
amount received by it in such capacity hereunder, under the Term Notes or under
any of the other Loan Documents might involve it in liability, it may refrain
from making distribution until its right to make distribution shall have been
adjudicated by a court of competent jurisdiction. If a court of competent
jurisdiction shall adjudge that any amount received and distributed by the Agent
is to be repaid, each Person to whom any such distribution shall have been made
shall either repay to the Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and to such
Persons as shall be determined by such court.

         10.6. Holders of Notes. The Agent may deem and treat the payee of any
Term Note as the absolute owner or purchaser thereof for all purposes hereof
until it shall have been furnished in writing with a different name by such
payee or by a subsequent holder, assignee or transferee.

         10.7. Indemnity. The Lenders ratably agree hereby to indemnify and hold
harmless the Agent from and against any and all claims, actions and suits
(whether groundless or otherwise), losses, damages, costs, expenses (including
any expenses for which the Agent has not been reimbursed by the Borrower as

<PAGE>
                                       21


required by ss.13), and liabilities of every nature and character arising out of
or related to this Agreement, the Term Notes, or any of the other Loan Documents
or the transactions contemplated or evidenced hereby or thereby, or the Agent's
actions taken hereunder or thereunder, except to the extent that any of the same
shall be directly caused by the Agent's willful misconduct or gross negligence.

         10.8. Agent as Lender. In its individual capacity, Fleet shall have the
same obligations and the same rights, powers and privileges in respect to the
Term Loan, and as the holder of any of the Term Notes, as it would have were it
not also the Agent.

         10.9. Resignation. The Agent may resign at any time by giving sixty
(60) days prior written notice thereof to the Lenders, the Borrower and the
Guarantors. Upon any such resignation, the Lenders shall have the right to
appoint a successor Agent. Unless a Default or Event of Default shall have
occurred and be continuing, such successor Agent shall be reasonably acceptable
to the Borrower and the Guarantors. If no successor Agent shall have been so
appointed by the Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Agent's giving of notice of resignation, then the
retiring Agent shall use reasonable efforts on behalf of the Lenders, appoint a
successor Agent, which shall be a financial institution having a rating of not
less than A or its equivalent by Standard & Poor's Corporation, and the Borrower
shall pay the reasonable costs charged by any such successor agent. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation, the provisions of this Agreement and the other
Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.


<PAGE>
                                       22


                        11. ASSIGNMENT AND PARTICIPATION.

         (a) Upon notice to the Agent and the Borrower, any Lender may assign
all or a portion of its interests, rights and obligations under this Agreement
hereunder in an amount equal to or greater than $250,000 to additional lenders
or other financial institutions with the prior written approval of the Agent.
Upon such execution, delivery, and acceptance, from and after the effective date
of the assignment, (i) the assignee shall be a party hereto and, to the extent
provided in such assignment, have the rights and obligations of a Lender
hereunder, and (ii) the assigning Lender shall, to the extent provided in such
assignment, be released from its obligations under this Agreement. Within five
(5) Business Days after receipt of notice of an assignment, the Borrower, at its
expense, shall execute and deliver to such Lenders, in exchange for surrendered
Term Notes, new Term Notes with the appropriate insertions, and an Assignment
and Acceptance in the form of Exhibit H attached hereto. This Agreement shall be
binding upon and inure to the benefit of each party hereto and its successors
and assigns, but the Borrower may not assign its rights or obligations
hereunder.

         (b) Any Lender may sell participations to one or more banks or other
entities in all or a portion of its rights and obligations under this Agreement
and the other Loan Documents; provided that (i) any such sale or participation
shall not affect the rights and duties of the Lenders hereunder to the Borrower,
and (ii) the only rights granted to the participant pursuant to such
participation arrangements with respect to waivers, amendments or modifications
of the Loan Documents shall be the rights to approve waivers, amendments, or
modifications that would reduce the principal of or the interest rate on the
Term Loan, extend the term or increase the amount of the Term Loan as they
relate to such participant, reduce the amount of any fees to which such
participant is entitled, or extend any regularly scheduled payment date for
principal or interest.

         (c) Anything contained in this ss.11 notwithstanding, any Lender may at
any time pledge all or any portion of its interest and rights under this Loan
Agreement (including all or any portion of its Notes) to any of the twelve
Federal Reserve Banks organized under ss.4 of the Federal Reserve Act, 12 U.S.C.
ss.341. No such pledge or the enforcement thereof shall release the pledgor
Lender from its obligations hereunder or under any of the other Loan Documents.

                               12. MISCELLANEOUS.

         The Borrower agrees to indemnify and hold harmless the Agent and the
Lenders and their respective officers, employees, affiliates, agents, and
controlling persons from and against all claims, damages, liabilities and losses
of every kind arising out of the Loan Documents, including without limitation,
against those in respect of the application of Environmental Laws to the
Borrower absent the gross negligence or willful misconduct of the Agent and the
Lenders. Any communication to be made hereunder shall (i) be made in writing,
but unless otherwise stated, may be made by telex, facsimile transmission or
letter, and (ii) be made or delivered to the address of the party receiving
notice which is identified with its signature below (unless such party has by
five (5) days written notice specified another address), and shall be deemed

<PAGE>
                                       23


made or delivered, when dispatched, left at that address, or five (5) days after
being mailed, postage prepaid, to such address. This Agreement shall be binding
upon and inure to the benefit of each party hereto and its successors and
assigns, but the Borrower may not assign its rights or obligations hereunder.
This Agreement may not be amended or waived except by a written instrument
signed by the Borrower and each Lender, and any such amendment or waiver shall
be effective only for the specific purpose given. No failure or delay by the
Agent or any Lender to exercise any right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege preclude any other right, power or privilege. The provisions of this
Agreement are severable and if any one provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such invalidity or
unenforceability shall affect only such provision in such jurisdiction. This
Agreement, together with all Schedules hereto, expresses the entire
understanding of the parties with respect to the transactions contemplated
hereby. This Agreement and any amendment hereby may be executed in several
counterparts, each of which shall be an original, and all of which shall
constitute one agreement. In proving this Agreement, it shall not be necessary
to produce more than one such counterpart executed by the party to be charged.
THIS AGREEMENT AND THE TERM NOTE ARE CONTRACTS UNDER THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS AND SHALL BE CONSTRUED IN ACCORDANCE THEREWITH AND
GOVERNED THEREBY. EACH OF THE LENDERS AND THE BORROWER AGREES THAT ANY SUIT FOR
THE ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN. Each of the
Agent, the Lenders and the Borrower hereby waives its right to a jury trial with
respect to any action arising in connection with any Loan Document. This
document shall not be considered a "Lender Agreement" for purposes of the
Consolidated Credit Agreement, notwithstanding the fact that the Agent and/or
the Lenders may from time to time be parties thereto.

                                  13. EXPENSES.

         The Borrower shall upon demand reimburse the Agent for (a) the
reasonable costs of the Agent of preparing, producing, and reproducing this
Agreement, the other Loan Documents, and the other agreements and instruments
mentioned herein, (b) the reasonable fees, expenses, and disbursements of
counsel to the Agent incurred in connection with the preparation,
administration, or interpretation of the Loan Documents and other instruments
mentioned herein, and amendments, modifications, approvals, consents, or waivers
hereto or hereunder, (c) the fees, expenses, and disbursements of the Agent
incurred by the Agent in connection with the administration, or interpretation
of the Loan Documents and other instruments mentioned herein, and (d) all
reasonable out-of-pocket expenses (including reasonable attorneys' fees and
costs, which attorneys may be employees of the Lenders, and reasonable
consulting, accounting, appraisal, investment banking, and similar professional

<PAGE>
                                       24


fees and charges) incurred by the Lenders in connection with (i) the enforcement
of or preservation of rights under any of the Loan Documents against the
Borrower or the administration thereof after the occurrence of a Default or
Event of Default and (ii) any proceeding or dispute whether arising hereunder or
otherwise, in any way related to the Lenders' relationship with the Borrower as
contemplated by the Loan Documents. The covenants of this ss.13 shall survive
payment or satisfaction of all other Obligations.



<PAGE>



         IN WITNESS WHEREOF, the undersigned have duly executed this Term Loan
Agreement as a sealed instrument as of the date first above written.



                                    HEAVENLY VALLEY,
                                    LIMITED PARTNERSHIP
                                  By:  Heavenly Corporation, its General Partner



                                  By: /s/ Foster A. Stewart, Jr.
                                     -------------------------------------------
                                      Name:  Foster A. Stewart, Jr.
                                      Title:  Senior V.P. and General Counsel

                                      Address:

                                      Tel:
                                      Fax:



                                  FLEET NATIONAL BANK, individually and as Agent



                                  By: /s/ Michael DiSandro
                                     -------------------------------------------
                                      Name: Michael DiSandro
                                      Title: Director

                                      Address:

                                              100 Federal Street
                                              Boston, Massachusetts  02110

                                              Tel:
                                              Fax:



<PAGE>



                                  BLACK DIAMOND CLO 2000-1 LTD.



                                  By: /s/ Alan Corkish
                                     -------------------------------------------
                                      Name: Alan Corkish
                                      Title: Director

                                      Address:

                                      Tel:
                                      Fax:


                                      BLACK DIAMOND CLO 1998-1 LTD.



                                  By: /s/ Alan Corkish
                                     -------------------------------------------
                                      Name: Alan Corkish
                                      Title: Director

                                      Address:

                                      Tel:
                                      Fax:


<PAGE>
<TABLE>


                                   SCHEDULE 1

                             Lenders and Commitments


                    BANKS                          TERM LOAN COMMITMENT       TRM LOAN COMMITMENT PERCENTAGE

        <S>                                             <C>                          <C>
        Fleet National Bank                             $2,000,000                   14.28571428571%
        Black Diamond CLO 2000-1 Ltd.                   $4,000,000                   28.57142857143%
        Black Diamond CLO 1998-1 Ltd.                   $8,000,000                   57.14285714286%

                    TOTAL                               $14,000,000                        100%
</TABLE>
<PAGE>

                                   EXHIBIT A
                               EASEMENT AGREEMENT

         This Easement Agreement (this "Agreement") is made as of the 5th day of
December, 2001 among (i) HEAVENLY VALLEY, LIMITED PARTNERSHIP, a Nevada limited
partnership having its principal place of business at 195 Highway 50, Suite 301,
Zephyr Cove, Nevada ("Grantor"), (ii) FLEET NATIONAL BANK, a national banking
association having an office at 100 Federal Street, Boston, Massachusetts, as
administrative agent (in such capacity, "Term Loan Agent") under a certain Term
Loan Agreement dated as of December 5, 2001 (the "Term Loan") and (iii) FLEET
NATIONAL BANK, a national banking association having an office at 100 Federal
Street, Boston, Massachusetts, as administrative agent (in such capacity, the
"Revolving Loan Agent") under a certain Amended, Restated and Consolidated
Credit Agreement dated as of October 12, 1999 (the "Revolving Loan").

         WHEREAS Grantor owns certain real property located in South Lake Tahoe,
El Dorado County, California, more particularly described on Exhibit A attached
hereto (the "Property");

         WHEREAS Grantor entered into the Revolving Loan with the Revolving Loan
Agent and the other parties thereto, which Revolving Loan was secured by a
security interest in the Property;

         WHEREAS concurrent herewith Grantor is entering into the Term Loan with
the Term Loan Agent and the other parties thereto, which Term Loan shall be
secured by a security interest in a ski gondola and certain other personal
property (collectively, the "Improvements") as more particularly described in
that certain Security Agreement between Grantor and the Term Loan Agent of even
date herewith and recorded herewith (the "Security Agreement");

         WHEREAS as a condition to entering into the Term Loan, the Term Loan
Agent is requiring Grantor to grant an easement over the Property so that the
Term Loan Agent shall have the right to access the Improvements for any and all
purposes;

         WHEREAS per the terms and provisions of the Revolving Loan, Grantor
must obtain the consent of the Revolving Loan Agent prior to granting an
easement on the Property; and

         WHEREAS Grantor is willing to grant such an easement and the Revolving
Loan Agent is willing to consent to such an easement, in each case, on the terms
and conditions contained in this Agreement.

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


<PAGE>
                                       2



         1. Easement. Grantor hereby grants to the Term Loan Agent, its agents,
employees and invitees, the right and exclusive (except as hereinafter provided)
easement (the "Easement") over, across, in, under, upon and within the Property
for all purposes relating to the Improvements, including, without limitation,
the inspection, use, maintenance, repair, replacement, modification, removal and
sale or other disposition thereof. The Easement shall be perpetual in duration;
provided however, if the Term Loan Agent receives payment and satisfaction in
full of all obligations of Grantor under the Term Loan without having to seize
collateral of Grantor (including the Improvements) or otherwise enforce the Term
Loan Agent's rights under the Security Agreement, then upon such payment and
satisfaction in full the Term Loan Agent and Grantor will execute and deliver a
termination of this Agreement in recordable form.

         2. Rights Included in Grant. The Easement is granted together with the
following rights:

                  a.  Right of Access. The right to pass over, across and upon
                      the Property as is reasonable and necessary in the opinion
                      of the Term Loan Agent to exercise its rights hereunder.

                  b.  Right to Make Excavations. The right to make excavations
                      on the Property as are reasonable and necessary in the
                      opinion of the Term Loan Agent to exercise its rights
                      hereunder. Upon completion of any such excavation, the
                      Term Loan Agent shall restore the surface of the Property
                      to its previous condition.

                  c.  Right to Store, Operate etc. The right to store, alter,
                      maintain and operate the Improvements on the Property free
                      of any rent or other charge for use or occupancy.

         3. Reservation of Rights. Grantor reserves the right to use the
Property, provided that such use shall not substantially interfere with the
operation of the Improvements thereon and the rights granted under this
Agreement.

         4. Successors and Assigns. The rights, liabilities, agreements and
other obligations set forth in this Agreement shall inure to the benefit of and
be binding upon the heirs, successors and assigns of Grantor and all persons
claiming by, through or under it, but only during their respective periods of
ownership of the fee interest in the Property, and shall likewise inure to the
benefit of and be binding upon the Term Loan Agent, its heirs, successors and
assigns and upon all persons claiming by, through or under it.

         5. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of California, without giving effect to
California choice of law provisions.


<PAGE>
                                       3


         6. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which together shall
constitute one instrument.
         IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date first written above.

  GRANTOR:                             HEAVENLY VALLEY, LIMITED PARTNERSHIP

                                   By: Heavenly Corporation, its general partner


                                   By: ________________________________
                                       Name:
                                       Title:


TERM LOAN AGENT:                       FLEET NATIONAL BANK, as Agent under the
                                                Term Loan


                                   By: ________________________________
                                       Name:
                                       Title:







CONSENTED AND AGREED TO
as of the date first written above by

REVOLVING LOAN AGENT:

FLEET NATIONAL BANK, as Agent
under the Revolving Loan


By: _________________________
  Name:
  Title:




<PAGE>
                                       4


STATE/COMMONWEALTH OF _____________
COUNTY OF ______________, ss.

         On December ___, 2001, before me, the undersigned, a Notary Public in
and for said State/Commonwealth, personally appeared _______________ known to me
to be _______________ of Heavenly Corporation, which is general partner of
Heavenly Valley Limited Partnership, and known to me to be the person who
executed the within instrument on behalf of the corporation therein named, and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its board of directors, and further
acknowledged the execution of said instrument to be the free act and deed of
said corporation by it and by him voluntarily executed.

         WITNESS my hand and official seal.



                             Notary Public
                                           My Commission expires:




STATE/COMMONWEALTH OF _____________
COUNTY OF ______________, ss.

         On December ___, 2001, before me, the undersigned, a Notary Public in
and for said State/Commonwealth, personally appeared _______________ known to me
to be _______________ of Fleet National Bank, and known to me to be the person
who executed the within instrument on behalf of the association therein named,
and acknowledged to me that such association executed the within instrument
pursuant to its by-laws or a resolution of its board of directors, and further
acknowledged the execution of said instrument to be the free act and deed of
said association by it and by him voluntarily executed.

         WITNESS my hand and official seal.


                         Notary Public
                                       My Commission expires:




<PAGE>



                                    EXHIBIT A

                          Description of Real Property

That certain real property situated in the State of California, County of El
Dorado, City of South Lake Tahoe, described as follows:

Parcel 1
Lot 13 as shown on the map entitled "Park Avenue Subdivision Phase I" filed for
record June 27, 2000 in Book I of Subdivision Maps, page 68, Official Records El
Dorado County.

Parcel 2
That certain Gondola Easement and incidence thereto as described in the "Gondola
Easement Deed (Lots 3B, 9,10,11; Cal Trans Parcel)" executed by the City of
South Lake Tahoe, and South Tahoe Redevelopment Agency, and recorded September
7, 2000, as instrument no.2000-55594 Official Records El Dorado County.

Parcel 3
That certain Gondola Easement and incidence thereto as described in the "Gondola
Easement Deed (Montreal Road; Van Sickle Road; Forest Inn Parcel; Van Sickle
Trust Parcel;Van Sicle Enterprises Parcels)" executed by the City of South Lake
Tahoe, South Tahoe Redevelopment Agency and County of El Dorado, and recorded
September 7,2000, as instrument no.2000-44595 Official Records El Dorado County.




<PAGE>
                                   EXHIBIT B
                                    GUARANTY

         GUARANTY, dated as of December 5, 2001, by AMERICAN SKIING COMPANY, a
Delaware corporation (the "Guarantor"), in favor of (a) FLEET NATIONAL BANK, as
administrative agent (hereinafter, in such capacity, the "Agent") for itself and
certain other lenders which are or may become parties to a Term Loan Agreement,
dated as of December 5, 2001 (as amended and in effect from time to time, the
"Loan Agreement"), by and among HEAVENLY VALLEY, LIMITED PARTNERSHIP, a Nevada
limited partnership (the "Company"), FLEET NATIONAL BANK, a national banking
association ("Fleet"), BLACK DIAMOND CLO 2000-1 LTD., a Grand Cayman corporation
("Diamond 2000"), and BLACK DIAMOND CLO 1998-1 LTD., a Grand Cayman corporation
("Diamond 1998", and collectively with Fleet and Diamond 2000, the "Lenders"),
and (b) each of the Lenders;

         WHEREAS, the Company and the Guarantor are members of a group of
related corporations, the success of any one of which is dependent in part on
the success of the other members of such group;

         WHEREAS, the Guarantor expects to receive substantial direct and
indirect benefits from the extensions of credit to the Company by the Lenders
pursuant to the Loan Agreement (which benefits are hereby acknowledged);

         WHEREAS, it is a condition precedent to the Lenders making any loans or
otherwise extending credit to the Company under the Loan Agreement that the
Guarantor execute and deliver to the Agent, for the benefit of the Lenders and
the Agent, a guaranty substantially in the form hereof; and

         WHEREAS, the Guarantor wishes to guaranty the Company's obligations to
the Lenders and the Agent under or in respect of the Loan Agreement as provided
herein;

         NOW, THEREFORE, the Guarantor hereby agrees with the Lenders and the
Agent as follows:

         1. Definitions. Unless otherwise defined herein, all capitalized terms
used herein without definition shall have the respective meanings provided
therefor in the Loan Agreement.

         The term "Consolidated Credit Agreement" shall mean the Amended,
Restated and Consolidated Credit Agreement, dated as of October 12, 1999 (as
amended and in effect from time to time), by and among the Guarantor, the
Company, the lenders party thereto and the other signatories thereto.

         The term "Consolidated EBITDA" shall mean, as of any date of
determination, for the most recently completed four fiscal quarters, (a) net
income or (loss) of the Guarantor and its Restricted Subsidiaries (as defined in
the Consolidated Credit Agreement in effect on the date hereof) on a
consolidated basis determined in accordance with generally accepted accounting
principles without giving effect to extraordinary gains and losses from sales,

<PAGE>
                                       2


exchanges and other dispositions of property not in the ordinary course of
business, and nonrecurring items and excluding from the calculation of net
income all revenues from Unrestricted Subsidiaries (as defined in the
Consolidated Credit Agreement in effect on the date hereof) except to the extent
received by the Guarantor or its Restricted Subsidiaries in cash as a loan
repayment, dividend or other distribution, plus, to the extent deducted in
calculating net income, (b) the sum of, without duplication, (i) depreciation
expense of the Guarantor and its Restricted Subsidiaries, (ii) amortization
expense of the Guarantor and its Restricted Subsidiaries, (iii) Consolidated
Interest Expense (as defined in the Consolidated Credit Agreement in effect on
the date hereof) plus the non-cash portion of consolidated interest expense on
Consolidated Funded Debt (as defined in the Consolidated Credit Agreement in
effect on the date hereof), (iv) income tax expense of the Guarantor and its
Restricted Subsidiaries, and (v) other non-cash items of the Guarantor and its
Restricted Subsidiaries, less, to the extent included in calculating net income,
(c) the sum of, without duplication, (i) non-recurring employee severance and
stay-bonus expenses of the Guarantor and its Restricted Subsidiaries which are
charged to operating expenses when and as charged, (ii) expenses related to the
financial restructuring of the Guarantor and its Restricted Subsidiaries which
are charged to operating expenses when and as charged, including, (x) fees to
legal and financial advisors and (y) amendment fees and other similar financing
costs, and (iii) costs and expenses associated with the termination of the
proposed merger with MeriStar (as defined in the Consolidated Credit Agreement),
in an aggregate amount with respect to clause (c) not to exceed $11,000,000.

         The term "Consolidated Senior Debt" shall mean the sum of (a) the
outstanding principal amount of the Term Loans (as defined in the Consolidated
Credit Agreement in effect on the date hereof), plus (b) the Revolving Credit
Advances (as defined in the Consolidated Credit Agreement in effect on the date
hereof), plus (c) the Swing Line Loans (as defined in the Consolidated Credit
Agreement in effect on the date hereof), plus (d) all other Consolidated Funded
Debt (as defined in the Consolidated Credit Agreement in effect on the date
hereof) other than Subordinated Indebtedness. On any date of determination, the
outstanding principal amount of the Revolving Credit Advances shall be equal to
the average daily Revolving Credit Advances outstanding during the preceding
12-month period.

         The term "Guaranteed Obligations" shall mean all indebtedness,
obligations and liabilities of the Company to the Agent or any Lender,
individually or collectively, existing on the date hereof or arising hereafter,
direct or indirect, joint or several, absolute or contingent, matured or
unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law or otherwise, arising or incurred under the Loan
Agreement, this Guaranty or any of the other Loan Documents or any instruments
at any time evidencing any thereof.

         The term "Junior Subordinated Notes" shall mean the Guarantor's
convertible subordinated notes due 2007 issued pursuant to the Indenture, dated
as of July 15, 2001, between the Guarantor and Oak Hill Capital Partners, L.P.


<PAGE>
                                       3


         The term "Senior Leverage Ratio" shall mean, as at any date of
determination, the ratio of (a) Consolidated Senior Debt as of such date to (b)
Consolidated EBITDA for the four-quarter period ending on such date, in each
case calculated on a Pro Forma Basis.

         The term "Subordinated Indebtedness" shall mean (a) the Senior
Subordinated Notes (as defined in the Consolidated Credit Agreement as in effect
on the date hereof), (b) the Junior Subordinated Notes, and (c) all other
Indebtedness of the Guarantor and its Restricted Subsidiaries which is
subordinated to the Indebtedness of the Guarantor and its Restricted
Subsidiaries under the Loan Agreement.

         The term "Pro Forma Basis" shall mean for the purposes of determining
the Senior Leverage Ratio, Consolidated EBITDA and Consolidated Senior Debt
shall be calculated on a pro forma basis as if all businesses sold during the
relevant period had been sold on the first day of such period.

         2. Guaranty of Payment and Performance. The Guarantor hereby guarantees
to the Agent and the Lenders the full and punctual payment when due (whether at
stated maturity, by required pre-payment, by acceleration or otherwise), as well
as the performance, of all of the Guaranteed Obligations including all such
which would become due but for the operation of the automatic stay pursuant to
ss.362(a) of the Federal Bankruptcy Code and the operation of ss.ss.502(b) and
506(b) of the Federal Bankruptcy Code. In addition, the Guarantor agrees that
payments by the Guarantor hereunder shall be made without recoupment, setoff or
counterclaim and free and clear of and without deduction for any taxes, levies,
imposts, duties, charges, fees, deductions, withholdings, compulsory loans,
restrictions or conditions of any nature now or hereafter imposed or levied by
any jurisdiction or any political subdivision thereof or taxing or other
authority therein unless the Guarantor is compelled by law to make such
deduction or withholding. If any such obligation is imposed upon the Guarantor
with respect to any amount payable by it hereunder or under any of the other
Loan Documents, the Guarantor will pay to the Agent and each Lender, on the date
on which such amount is due and payable under any Loan Document, such additional
amount in United States dollars as shall be necessary to enable the Agent and
each Lender to receive the same net amount which the Agent and each Lender would
have received on such due date had no such obligation been imposed upon the
Guarantor. This Guaranty is an absolute, unconditional and continuing guaranty
of the full and punctual payment and performance of all of the Guaranteed
Obligations and not of their collectibility only and is in no way conditioned
upon any requirement that the Agent or any Lender first attempt to collect any
of the Guaranteed Obligations from the Company or resort to any collateral
security or other means of obtaining payment. Should (a) any Event of Default
under the Loan Agreement have occurred and not have been waived by each of the
Lenders or (b) Guarantor fail to comply with any of its covenants contained
herein (a "Covenant Default"), including but not limited to the Senior Leverage
Ratio, and such Covenant Default has not been waived by each of the Lenders,
then the obligations of the Guarantor hereunder with respect to the Guaranteed

<PAGE>
                                       4


Obligations shall become immediately due and payable to the Agent, for the
benefit of the Lenders and the Agent, without demand or notice of any nature,
all of which are expressly waived by the Guarantor. Payments by the Guarantor
hereunder may be required by the Lenders on any number of occasions. All
payments by the Guarantor hereunder shall be made to the Agent, in the manner
and at the place of payment specified therefor in the Loan Agreement, for the
account of the Lenders and the Agent.

         3. Guarantor's Agreement to Pay Enforcement Costs, etc. The Guarantor
further agrees, as the principal obligor and not as a guarantor only, to pay to
the Agent, on demand, all costs and expenses (including court costs and legal
expenses) incurred or expended by the Agent or any Lender in connection with the
Guaranteed Obligations, this Guaranty and the enforcement thereof, together with
interest on amounts recoverable under this ss.3 from the time when such amounts
become due until payment, whether before or after judgment, at the rate of
interest for overdue principal set forth in the Loan Agreement, provided that if
such interest exceeds the maximum amount permitted to be paid under applicable
law, then such interest shall be reduced to such maximum permitted amount.

         4. Waivers by Guarantor; Lenders' Freedom to Act. The Guarantor agrees
that the Guaranteed Obligations will be paid and performed strictly in
accordance with their respective terms, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of the Agent or any Lender with respect thereto (including,
without limitation, any law, regulation or order relating to taxes, levies,
imposts, duties, charges, fees, deductions, withholdings, compulsory loans,
restrictions or conditions of any nature now or hereafter imposed or levied by
any jurisdiction or any political subdivision thereof or taxing or other
authority therein). The Guarantor waives promptness, diligences, presentment,
demand, protest, notice of acceptance, notice of any Guaranteed Obligations
incurred and all other notices of any kind, all defenses which may be available
by virtue of any valuation, stay, moratorium law or other similar law now or
hereafter in effect, any right to require the marshalling of assets of the
Company or any other entity or other person primarily or secondarily liable with
respect to any of the Guaranteed Obligations, and all suretyship defenses
generally. Without limiting the generality of the foregoing, the Guarantor
agrees to the provisions of any instrument evidencing, securing or otherwise
executed in connection with any Guaranteed Obligation and agrees that the
obligations of the Guarantor hereunder shall not be released or discharged, in
whole or in part, or otherwise affected by (a) the failure of the Agent or any
Lender to assert any claim or demand or to enforce any right or remedy against
the Company or any other entity or other person primarily or secondarily liable
with respect to any of the Guaranteed Obligations; (b) any extensions,
compromise, refinancing, consolidation or renewals of any Guaranteed Obligation;
(c) any change in the time, place or manner of payment of any of the Guaranteed
Obligations or any rescissions, waivers, compromise, refinancing, consolidation,
amendments or modifications of any of the terms or provisions of the Loan
Agreement, or the other Loan Documents or any other agreement evidencing,
securing or otherwise executed in connection with any of the Guaranteed
Obligations; (d) the addition, substitution or release of any entity or other
person primarily or secondarily liable for any Guaranteed Obligation, (e) the

<PAGE>
                                       5


adequacy of any rights which the Agent or any Lender may have against any
collateral security or other means of obtaining repayment of any of the
Guaranteed Obligations; (f) the impairment of any collateral securing any of the
Guaranteed Obligations, including without limitation the failure to perfect or
preserve any rights which the Agent or any Lender might have in such collateral
security or the substitution, exchange, surrender, release, loss or destruction
of any such collateral security; or (g) any other act or omission which might in
any manner or to any extent vary the risk of the Guarantor or otherwise operate
as a release or discharge of the Guarantor, all of which may be done without
notice to the Guarantor. To the fullest extent permitted by law, the Guarantor
hereby expressly waives any and all rights or defenses arising by reason of (i)
any "one action" or "anti-deficiency" law which would otherwise prevent the
Agent or any Lender from bringing any action, including any claim for a
deficiency, or exercising any other right or remedy (including any right of
set-off), against the Guarantor before or after the Agent's or such Lender's
commencement or completion of any foreclosure action, whether judicially, by
exercise of power of sale or otherwise, or (ii) any other law which in any other
way would otherwise require any election of remedies by the Agent or any Lender.

         5. Unenforceability of Guaranteed Obligations Against Company. If for
any reason the Company has no legal existence or is under no legal obligation to
discharge any of the Guaranteed Obligations, or if any of the Guaranteed
Obligations have become irrecoverable from the Company by reason of the
Company's insolvency, bankruptcy or reorganization or by other operation of law
or for any other reason, this Guaranty shall nevertheless be binding on the
Guarantor to the same extent as if the Guarantor at all times had been the
principal obligor on all such Guaranteed Obligations. In the event that demand
or acceleration of the time for payment of any of the Guaranteed Obligations is
stayed upon the insolvency, bankruptcy or reorganization of the Company, or for
any other reason, all such amounts otherwise subject to acceleration under the
terms of the Loan Agreement, the other Loan Documents or any other agreement
evidencing, securing or otherwise executed in connection with any Guaranteed
Obligation shall be immediately due and payable by the Guarantor.

         6.  Subrogation; Subordination

                  6.1. Waiver of Rights Against Company. Until the final payment
         and performance in full of all of the Guaranteed Obligations, the
         Guarantor shall not exercise and the Guarantor hereby waives any rights
         against the Company arising as a result of payment by the Guarantor
         hereunder, by way of subrogation, reimbursement, restitution,
         contribution or otherwise, and will not prove any claim in competition
         with the Agent or any Lender in respect of any payment hereunder in any
         bankruptcy, insolvency or reorganization case or proceedings of any
         nature; the Guarantor will not claim any setoff, recoupment or
         counterclaim against the Company in respect of any liability of the
         Guarantor to the Company; and the Guarantor waives any benefit of and
         any right to participate in any collateral security which may be held
         by the Agent or any Lender.


<PAGE>
                                       6


                  6.2. Subordination. The payment of any amounts due with
         respect to any indebtedness of the Company now or hereafter owed to the
         Guarantor is hereby subordinated to the prior payment in full of all of
         the Guaranteed Obligations. The Guarantor agrees that, after the
         occurrence of any default in the payment or performance of any of the
         Guaranteed Obligations, the Guarantor will not demand, sue for or
         otherwise attempt to collect any such indebtedness of the Company to
         the Guarantor until all of the Guaranteed Obligations shall have been
         paid in full. If, notwithstanding the foregoing sentence, the Guarantor
         shall collect, enforce or receive any amounts in respect of such
         indebtedness while any Guaranteed Obligations are still outstanding,
         such amounts shall be collected, enforced and received by the Guarantor
         as trustee for the Agent and the Lenders and be paid over to the Agent
         and the Lenders on account of the Guaranteed Obligations without
         affecting in any manner the liability of the Guarantor under the other
         provisions of this Guaranty.

                  6.3. Provisions Supplemental. The provisions of this ss.6
         shall be supplemental to and not in derogation of any rights and
         remedies of the Agent and the Lenders under any separate agreement
         which the Agent may at any time and from time to time enter into with
         the Guarantor.

         7. Security; Setoff. Regardless of the adequacy of any collateral
security or other means of obtaining payment of any of the Guaranteed
Obligations, each of the Agent and the Lenders is hereby authorized at any time
and from time to time, without notice to the Guarantor (any such notice being
expressly waived by the Guarantor) and to the fullest extent permitted by law,
to set off and apply any deposits and other sums credited by or due from any of
the Lenders to the Guarantor (other than those arising under the Consolidated
Credit Agreement) against the obligations of the Guarantor under this Guaranty,
whether or not the Agent or such Lender shall have made any demand under this
Guaranty and although such obligations may be contingent or unmatured.

         8.  Representations; Covenants and Further Assurances.

                  8.1. Representations. The Guarantor represents and warrants to
         the Agent and each Lender that (a) it is duly organized, validly
         existing, and in good standing under the laws of its jurisdiction of
         formation, and the execution, delivery and performance of this Guaranty
         and any other Loan Document to which it is a party (i) are within its
         corporate authority, (ii) have been duly authorized by all appropriate
         action, (iii) do not conflict with or contravene its certificate of
         incorporation or by-laws; (b) upon the execution and delivery thereof,
         this Guaranty and each Loan Document shall constitute the legal, valid
         and binding obligation of the Guarantor, enforceable in accordance with
         its terms; (c) the financial statements of the Guarantor provided to
         the Agent and each Lender as at July 29, 2001 are materially complete
         and correct and fairly present the position of the Guarantor as at such
         date and for such period in accordance with generally accepted
         accounting principles consistently applied; and (d) the Guarantor's
         execution and delivery of the Guaranty and performance of its

<PAGE>
                                       7


         obligations and the exercise of its rights under the Guaranty and the
         other Loan Documents (i) do not require any consents or approvals; and
         (ii) are not and will not be in conflict with or prohibited or
         prevented by (A) any law, rule, order or regulation, or (B) its
         certificate of incorporation; by-laws or any agreement to which it is a
         party or by which it is bound.

                  8.2. Covenants. (a) Except as expressly permitted under the
         Consolidated Credit Agreement, Guarantor covenants and agrees that so
         long as any Guaranteed Obligation is outstanding, the Guarantor will
         not (a) create, incur, assume, guarantee or be or remain liable,
         contingently or otherwise, with respect to any indebtedness, (b) create
         or incur or suffer to be created or incurred or permit to exist any
         lien, encumbrance, mortgage, pledge, charge, restriction or other
         security interest of any kind upon any of its property or assets of any
         character, whether now owned or hereafter acquired, or upon the income
         or profits therefrom, or (c), or enter into any agreement prohibiting
         the creation or assumption of any lien upon its properties, revenues or
         assets, whether now owned or hereafter acquired.

                  (b) Guarantor also covenants and agrees that it shall maintain
         as of the end of each fiscal quarter a Senior Leverage Ratio of not
         more than the following levels as of the fiscal quarters indicated:


<TABLE>

               Fiscal Quarter               Ratio               Fiscal Quarter                 Ratio

         <S>                          <C>                <C>                            <C>
         2002 Quarter 2               3.30:1.00          2003 Quarter 3                 2.25:1.00

         2002 Quarter 3               2.80:1.00          2003 Quarter 4                 2.25:1.00

         2002 Quarter 4               2.55:1.00          2004 Quarter 1                 2.00:1.00

         2003 Quarter 1               2.50:1.00          2004 Quarter 2                 2.00:1.00

         2003 Quarter 2               2.50:1.00          2004 Quarter 3 and Thereafter  2.00:1.00
</TABLE>

                  8.3. Further Assurances. The Guarantor agrees that it will
         deliver to the Agent and each Lender (a) within ninety (90) days after
         the end of each fiscal year of the Guarantor, its balance sheet as at
         the end of such year, and the related statement of income and statement
         of cash flow for such year, prepared in accordance with generally
         accepted accounting principles, and (b) within forty-five (45) days
         after the end of each fiscal quarter of the Guarantor, its balance
         sheet as at the end of such fiscal quarter, and the related statement
         of income and statement of cash flow for the portion of the Guarantor's
         fiscal year then elapsed, each prepared in accordance with generally

<PAGE>
                                       8


         accepted accounting principles. The Guarantor also agrees to do all
         such things and execute all such documents as the Agent and the Lenders
         may consider necessary or desirable to give full effect to this
         Guaranty and to perfect and preserve the rights and powers of the Agent
         and the Lenders hereunder. The Guarantor acknowledges and confirms that
         the Guarantor has established its own adequate means of obtaining from
         the Company on a continuing basis all information desired by the
         Guarantor concerning the financial condition of the Company and that
         the Guarantor will look to the Company and not to the Agent and the
         Lenders in order for the Guarantor to keep adequately informed of
         changes in the Company's financial condition.

         9. Termination; Reinstatement. This Guaranty shall remain in full force
and effect until the Agent is given written notice of the Guarantor's intention
to discontinue this Guaranty, notwithstanding any intermediate or temporary
payment or settlement of the whole or any part of the Guaranteed Obligations. No
such notice shall be effective unless received and acknowledged by an officer of
the Agent at 100 Federal Street, Boston, Massachusetts 02110. No such notice
shall affect any rights of the Agent or any Lender hereunder, including without
limitation the rights set forth in ss.ss.4 and 6, with respect to any Guaranteed
Obligations incurred or accrued prior to the receipt of such notice or any
Guaranteed Obligations incurred or accrued pursuant to any contract or
commitment in existence prior to such receipt. This Guaranty shall continue to
be effective or be reinstated, notwithstanding any such notice, if at any time
any payment made or value received with respect to any Guaranteed Obligation is
rescinded or must otherwise be returned by the Agent or any Lender upon the
insolvency, bankruptcy or reorganization of the Company, or otherwise, all as
though such payment had not been made or value received.

         10. Successors and Assigns. This Guaranty shall be binding upon the
Guarantor, its successors and assigns, and shall inure to the benefit of and be
enforceable by the Agent and the Lenders and their respective successors,
transferees and assigns. Without limiting the generality of the foregoing
sentence, each Lender may assign or otherwise transfer the Loan Agreement, the
other Loan Documents or any other agreement or note held by it evidencing,
securing or otherwise executed in connection with the Guaranteed Obligations, or
sell participations in any interest therein, to any other entity or other
person, and such other entity or other person shall thereupon become vested, to
the extent set forth in the agreement evidencing such assignment, transfer or
participation, with all the rights in respect thereof granted to such Lender
herein. The Guarantor may not assign any of its obligations hereunder.

         11. Amendments and Waivers. No amendment or waiver of any provision of
this Guaranty nor consent to any departure by the Guarantor therefrom shall be
effective unless the same shall be in writing and signed by the Agent with the
consent of the Lenders. No failure on the part of the Agent or any Lender to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.


<PAGE>
                                       9


         12. Notices. All notices and other communications called for hereunder
shall be made in writing and, unless otherwise specifically provided herein,
shall be deemed to have been duly made or given when delivered by hand or mailed
first class, postage prepaid, or, in the case of telegraphic or telexed notice,
when transmitted, answer back received, addressed as follows: if to the
Guarantor, at the address set forth beneath its signature hereto, and if to the
Agent, at 100 Federal Street, Boston, Massachusetts 02110, Attn: Michael
DiSandro, or at such address as either party may designate in writing to the
other.

         13. Governing Law; Consent to Jurisdiction. THIS GUARANTY IS INTENDED
TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. The Guarantor
agrees that any suit for the enforcement of this Guaranty may be brought in the
courts of the Commonwealth of Massachusetts or any federal court sitting therein
and consents to the nonexclusive jurisdiction of such court and to service of
process in any such suit being made upon the Guarantor by mail at the address
specified by reference in ss.12. The Guarantor hereby waives any objection that
it may now or hereafter have to the venue of any such suit or any such court or
that such suit was brought in an inconvenient court.

         14. Waiver of Jury Trial. EACH OF THE AGENT AND THE GUARANTOR HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THIS GUARANTY, ANY RIGHTS OR OBLIGATIONS
HEREUNDER OR THE PERFORMANCE OF ANY OF SUCH RIGHTS OR OBLIGATIONS. Except as
prohibited by law, the Guarantor hereby waives any right which it may have to
claim or recover in any litigation referred to in the preceding sentence any
special, exemplary, punitive or consequential damages or any damages other than,
or in addition to, actual damages. The Guarantor (a) certifies that neither the
Agent nor any Lender nor any representative, agent or attorney of the Agent or
any Lender has represented, expressly or otherwise, that the Agent or any Lender
would not, in the event of litigation, seek to enforce the foregoing waivers and
(b) acknowledges that, in entering into the Loan Agreement, and the other Loan
Documents to which the Agent or any Lender is a party, the Agent and the Lenders
are relying upon, among other things, the waivers and certifications contained
in this ss.14.

         15. Miscellaneous. This Guaranty constitutes the entire agreement of
the Guarantor with respect to the matters set forth herein. The rights and
remedies herein provided are cumulative and not exclusive of any remedies
provided by law or any other agreement, and this Guaranty shall be in addition
to any other guaranty of or collateral security for any of the Guaranteed
Obligations. The invalidity or unenforceability of any one or more sections of
this Guaranty shall not affect the validity or enforceability of its remaining
provisions. Captions are for the ease of reference only and shall not affect the
meaning of the relevant provisions. The meanings of all defined terms used in
this Guaranty shall be equally applicable to the singular and plural forms of
the terms defined.


<PAGE>
                                       10


         This document shall not be considered a "Lender Agreement" for purposes
of the Consolidated Credit Agreement, notwithstanding the fact that the Agent
and/or the Lenders may from time to time be parties thereto.



<PAGE>



         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.

                                   AMERICAN SKIING COMPANY



                                   By: _________________________________________
                                       Name:
                                       Title:

                                       Address:
                                       Telex:  _________________________________


<PAGE>





                                    EXHIBIT D
                               SECURITY AGREEMENT

         SECURITY AGREEMENT, dated as of December 5, 2001, between HEAVENLY
VALLEY, LIMITED PARTNERSHIP, a Nevada limited partnership (the "Company"), and
FLEET NATIONAL BANK, a national banking association, as administrative agent
(hereinafter, in such capacity, the "Administrative Agent") for itself and other
lending institutions (hereinafter, collectively, the "Lenders") which are or may
become parties to a Term Loan Agreement, dated as of December 5, 2001 (as
amended and in effect from time to time, the "Loan Agreement"), among the
Company, the Lenders and the Administrative Agent.

         WHEREAS, it is a condition precedent to the Lenders making any loans to
the Company under the Loan Agreement that the Company execute and deliver to the
Administrative Agent, for the benefit of the Lenders and the Administrative
Agent, a security agreement in substantially the form hereof; and

         WHEREAS, the Company wishes to grant a security interest in favor of
the Administrative Agent, for the benefit of the Lenders and the Administrative
Agent, as herein provided;

         NOW, THEREFORE, in consideration of the promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

         1. Definitions. All capitalized terms used herein without definitions
shall have the respective meanings provided therefor in the Loan Agreement. The
term "State", as used herein, means the Commonwealth of Massachusetts. All terms
defined in the Uniform Commercial Code of the State and used herein shall have
the same definitions herein as specified therein. However, if a term is defined
in Article 9 of the Uniform Commercial Code of the State differently than in
another Article of the Uniform Commercial Code of the State, the term has the
meaning specified in Article 9.

         2. Grant of Security Interest. The Company hereby grants to the
Administrative Agent, for the benefit of the Lenders and the Administrative
Agent, to secure the payment and performance in full of all of the Obligations,
a security interest in and so pledges and assigns to the Administrative Agent,
for the benefit of the Lenders and the Administrative Agent, the following
properties, assets and rights of the Company, and all proceeds and products
thereof (all of the same being hereinafter called the "Collateral"): the gondola
located at the Heavenly Ski Area in South Lake Tahoe, California, and all
personal and fixture property of every kind attached to or a part of such
gondola, including but not limited to spare parts, tools and other property used
to operate, maintain and repair such gondola, as more fully described on
Schedule A attached hereto.

<PAGE>
                                       2


         3. Authorization to File Financing Statements. The Company hereby
irrevocably authorizes the Administrative Agent at any time and from time to
time to file in any filing office in any Uniform Commercial Code jurisdiction
any initial financing statements and amendments thereto that (a) indicate the
Collateral (i) as the gondola located at the Heavenly Ski Area in South Lake
Tahoe, California, and all personal and fixture property of every kind relating
to, associated with, attached to or part of such gondola regardless of whether
any particular asset comprised in the Collateral falls within the scope of
Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or
(ii) as being of an equal or lesser scope or with greater detail, and (b)
provide any other information required by part 5 of Article 9 of the Uniform
Commercial Code of the State or such other jurisdiction for the sufficiency or
filing office acceptance of any financing statement or amendment, including (i)
whether the Company is an organization, the type of organization and any
organizational identification number issued to the Company and, (ii) in the case
of a financing statement filed as a fixture filing or indicating Collateral as
as-extracted collateral or timber to be cut, a sufficient description of real
property to which the Collateral relates. The Company agrees to furnish any such
information to the Administrative Agent promptly upon the Administrative Agent's
request. The Company also ratifies its authorization for the Administrative
Agent to have filed in any Uniform Commercial Code jurisdiction any like initial
financing statements or amendments thereto if filed prior to the date hereof.

         4. Other Actions. Further to insure the attachment, perfection and
first priority of, and the ability of the Administrative Agent to enforce, the
Administrative Agent's security interest in the Collateral, the Company agrees,
in each case at the Company's expense, to take the following actions with
respect to the following Collateral and without limitation on the Company's
other obligations contained in this Agreement:

                  4.1. Collateral in the Possession of a Bailee. If any
         Collateral is, now or at any time hereafter, in the possession of a
         bailee, the Company shall promptly notify the Administrative Agent
         thereof and, at the Administrative Agent's request and option, shall
         promptly obtain an acknowledgement from the bailee, in form and
         substance satisfactory to the Administrative Agent, that the bailee
         holds such Collateral for the benefit of the Administrative Agent and
         such bailee's agreement to comply, without further consent of the
         Company, at any time with instructions of the Administrative Agent as
         to such Collateral.

                  4.2. Other Actions as to any and all Collateral. The Company
         further agrees, upon the request of the Administrative Agent and at the
         Administrative Agent's option, to take any and all other actions as the
         Administrative Agent may reasonably determine to be necessary or useful
         for the attachment, perfection and first priority of, and the ability
         of the Administrative Agent to enforce, the Administrative Agent's
         security interest in any and all of the Collateral, including, without
         limitation, (a) executing, delivering and, where appropriate, filing
         financing statements and amendments relating thereto under the Uniform
         Commercial Code, to the extent, if any, that the Company's signature

<PAGE>
                                       3


         thereon is required therefor, (b) causing the Administrative Agent's
         name to be noted as secured party on any certificate of title for a
         titled good if such notation is a condition to attachment, perfection
         or priority of, or ability of the Administrative Agent to enforce, the
         Administrative Agent's security interest in such Collateral, (c)
         complying with any provision of any statute, regulation or treaty of
         the United States as to any Collateral if compliance with such
         provision is a condition to attachment, perfection or priority of, or
         ability of the Administrative Agent to enforce, the Administrative
         Agent's security interest in such Collateral, (d) obtaining
         governmental and other third party waivers, consents and approvals, in
         form and substance reasonably satisfactory to the Administrative Agent,
         including, without limitation, any consent of any licensor, lessor or
         other person obligated on Collateral, (e) obtaining waivers from
         mortgagees and landlords in form and substance reasonably satisfactory
         to the Administrative Agent and (f) taking all actions under any
         earlier versions of the Uniform Commercial Code or under any other law,
         as reasonably determined by the Administrative Agent to be applicable
         in any relevant Uniform Commercial Code or other jurisdiction,
         including any foreign jurisdiction.

         5. Relation to Other Security Documents. The provisions of this
Agreement supplement the provisions of the Easement Agreement which grants the
Administrative Agent and the Lenders an easement with respect to Collateral
located on real estate owned by the Company. Nothing contained in the Easement
Agreement shall derogate from any of the rights or remedies of the
Administrative Agent or any of the Lenders hereunder.

         6. Representations and Warranties Concerning Company's Legal Status.
The Company has previously delivered to the Administrative Agent a certificate
signed by the Company and entitled "Perfection Certificate" (the "Perfection
Certificate"). The Company represents and warrants to the Lenders and the
Administrative Agent as follows: (a) the Company's exact legal name is that
indicated on the Perfection Certificate and on the signature page hereof, (b)
the Company is an organization of the type, and is organized in the
jurisdiction, set forth in the Perfection Certificate, (c) the Perfection
Certificate accurately sets forth the Company's organizational identification
number or accurately states that the Company has none, (d) the Perfection
Certificate accurately sets forth the Company's place of business or, if more
than one, its chief executive office, as well as the Company's mailing address,
if different, (e) all other information set forth on the Perfection Certificate
pertaining to the Company is accurate and complete and (f) there has been no
change in any of such information since the date on which the Perfection
Certificate was signed by the Company.

         7. Covenants Concerning Company's Legal Status. The Company covenants
with the Lenders and the Administrative Agent as follows: (a) without providing
at least thirty (30) days prior written notice to the Administrative Agent, the
Company will not change its name, its place of business or, if more than one,
chief executive office, or its mailing address or organizational identification
number if it has one, (b) if the Company does not have an organizational

<PAGE>
                                       4


identification number and later obtains one, the Company will forthwith notify
the Administrative Agent of such organizational identification number, and (c)
the Company will not change its type of organization, jurisdiction of
organization or other legal structure without the prior written consent of the
Administrative Agent.

         8. Representations and Warranties Concerning Collateral, Etc. The
Company further represents and warrants to the Lenders and the Administrative
Agent as follows: (a) the Company is the owner of the Collateral, free from any
right or claim of any person or any adverse Lien, except for the security
interest created by this Agreement, the subordinated Lien in favor of the
Corporate Guarantor Lenders and the Lien created by the Mello-Roos taxing
district of which the Collateral is a part, (b) none of the Collateral
constitutes, or is the proceeds of, "farm products" as defined in
ss.9-102(a)(34) of the Uniform Commercial Code of the State, (c) none of the
account debtors or other persons obligated on any of the Collateral is a
governmental authority covered by the Federal Assignment of Claims Act or like
federal, state or local statute or rule in respect of such Collateral, (d) the
Company holds no commercial tort claim except as indicated on the Perfection
Certificate, (e) the Company has at all times operated its business materially
in compliance with all applicable provisions of the federal Fair Labor Standards
Act, as amended, and with all applicable provisions of federal, state and local
statutes and ordinances dealing with the control, shipment, storage or disposal
of hazardous materials or substances, (f) all other information set forth on the
Perfection Certificate pertaining to the Collateral is accurate and complete,
and (g) there has been no change in any of such information since the date on
which the Perfection Certificate was signed by the Company.

         9. Covenants Concerning Collateral, Etc. The Company further covenants
with the Lenders and the Administrative Agent as follows: (a) the Collateral, to
the extent not delivered to the Administrative Agent pursuant to ss.4, will be
kept at those locations listed on the Perfection Certificate and the Company
will not remove the Collateral from such locations, without providing at least
30 days prior written notice to the Administrative Agent, (b) except for the
security interest herein granted, the subordinated Lien in favor of the
Corporate Guarantor Lenders and the Lien created by the Mello-Roos taxing
district of which the Collateral is a part, the Company shall be the owner of
the Collateral free from any right or claim of any other person or any Lien, and
the Company shall defend the same against all claims and demands of all persons
at any time claiming the same or any interests therein adverse to the
Administrative Agent or any of the Lenders, (c) other than as set forth in
clause (b) above, the Company shall not pledge, mortgage or create, or suffer to
exist any right of any person in or claim by any person to the Collateral, or
any Lien in the Collateral in favor of any person, other than the Administrative
Agent, (d) the Company will keep the Collateral in good order and repair and
will not use the same in violation of law or any policy of insurance thereon,

<PAGE>
                                       5


(e) the Company will permit the Administrative Agent, or its designee, to
inspect the Collateral at any reasonable time, wherever located, (f) the Company
will pay promptly when due all taxes, assessments, governmental charges and
levies upon the Collateral or incurred in connection with the use or operation
of the Collateral or incurred in connection with this Agreement, (g) the Company
will continue to operate its business in compliance with all applicable
provisions of the federal Fair Labor Standards Act, as amended, and with all
applicable provisions of federal, state and local statutes and ordinances
dealing with the control, shipment, storage or disposal of hazardous materials
or substances, and (h) the Company will not sell or otherwise dispose, or offer
to sell or otherwise dispose, of the Collateral or any interest therein.

         10.  Insurance.

                  10.1. Maintenance of Insurance. The Company will maintain with
         financially sound and reputable insurers insurance with respect to its
         properties and business against such casualties and contingencies as
         shall be in accordance with general practices of businesses engaged in
         similar activities in similar geographic areas. Such insurance shall be
         in such minimum amounts that the Company will not be deemed a
         co-insurer under applicable insurance laws, regulations and policies
         and otherwise shall be in such amounts, contain such terms, be in such
         forms and be for such periods as may be reasonably satisfactory to the
         Administrative Agent. In addition, all such insurance with respect to
         the Collateral shall be payable to the Administrative Agent as loss
         payee under a "standard" or "New York" loss payee clause for the
         benefit of the Lenders and the Administrative Agent. Without limiting
         the foregoing, the Company will (a) maintain all such workers'
         compensation or similar insurance as may be required by law and (b)
         maintain, in amounts and with deductibles equal to those generally
         maintained by businesses engaged in similar activities in similar
         geographic areas, general public liability insurance against claims of
         bodily injury, death or property damage occurring, on, in or about the
         properties of the Company; business interruption insurance; and product
         liability insurance.

                  10.2. Insurance Proceeds. The proceeds of any casualty
         insurance in respect of any casualty loss of any of the Collateral
         shall, subject to the rights, if any, of other parties with an interest
         having priority in the property covered thereby, (a) so long as no
         Default or Event of Default has occurred and is continuing and to the
         extent that the amount of such proceeds is less than $500,000, be
         disbursed to the Company for direct application by the Company solely
         to the repair or replacement of the Company's property so damaged or
         destroyed and (b) in all other circumstances, be held by the
         Administrative Agent as cash collateral for the Obligations. The
         Administrative Agent may, at its sole option, disburse from time to
         time all or any part of such proceeds so held as cash collateral, upon
         such terms and conditions as the Administrative Agent may reasonably
         prescribe, for direct application by the Company solely to the repair
         or replacement of the Company's property so damaged or destroyed, or
         the Administrative Agent may apply all or any part of such proceeds to
         the Obligations with the Commitment (if not then terminated) being
         reduced by the amount so applied to the Obligations.


<PAGE>
                                       6


                  10.3. Continuation of Insurance. All policies of insurance
         shall provide for at least thirty (30) days prior written cancellation
         notice to the Administrative Agent. In the event of failure by the
         Company to provide and maintain insurance as herein provided, the
         Administrative Agent may, at its option, provide such insurance and
         charge the amount thereof to the Company. The Company shall furnish the
         Administrative Agent with certificates of insurance and policies
         evidencing compliance with the foregoing insurance provision.

         11.  Collateral Protection Expenses; Preservation of Collateral.

                  11.1. Expenses Incurred by Administrative Agent. In the
         Administrative Agent's reasonable discretion, if the Company fails to
         do so, the Administrative Agent may discharge taxes and other
         encumbrances at any time levied or placed on any of the Collateral,
         maintain any of the Collateral, make repairs thereto and pay any
         necessary filing fees or insurance premiums. The Company agrees to
         reimburse the Administrative Agent on demand for all expenditures so
         made. The Administrative Agent shall have no obligation to the Company
         to make any such expenditures, nor shall the making thereof be
         construed as a waiver or cure of any Default or Event of Default.

                  11.2. Administrative Agent's Obligations and Duties. Anything
         herein to the contrary notwithstanding, the Company shall remain
         obligated and liable under each contract or agreement comprised in the
         Collateral to be observed or performed by the Company thereunder.
         Neither the Administrative Agent nor any Lender shall have any
         obligation or liability under any such contract or agreement by reason
         of or arising out of this Agreement or the receipt by the
         Administrative Agent or any Lender of any payment relating to any of
         the Collateral, nor shall the Administrative Agent or any Lender be
         obligated in any manner to perform any of the obligations of the
         Company under or pursuant to any such contract or agreement, to make
         inquiry as to the nature or sufficiency of any payment received by the
         Administrative Agent or any Lender in respect of the Collateral or as
         to the sufficiency of any performance by any party under any such
         contract or agreement, to present or file any claim, to take any action
         to enforce any performance or to collect the payment of any amounts
         which may have been assigned to the Administrative Agent or to which
         the Administrative Agent or any Lender may be entitled at any time or
         times. The Administrative Agent's sole duty with respect to the
         custody, safe keeping and physical preservation of the Collateral in
         its possession, under ss.9-207 of the Uniform Commercial Code of the
         State or otherwise, shall be to deal with such Collateral in the same
         manner as the Administrative Agent deals with similar property for its
         own account.

         12. Deposits. Whether or not any Obligations are due, the
Administrative Agent may following and during the continuance of a Default and
Event of Default demand, sue for, collect, or make any settlement or compromise
which it deems desirable with respect to the Collateral. Regardless of the

<PAGE>
                                       7


adequacy of Collateral or any other security for the Obligations, any deposits
or other sums at any time credited by or due from the Administrative Agent or
any Lender to the Company may at any time be applied to or set off against any
of the Obligations then due and owing.

         13.  Power of Attorney.

                  13.1. Appointment and Powers of Administrative Agent. The
         Company hereby irrevocably constitutes and appoints the Administrative
         Agent and any officer or agent thereof, with full power of
         substitution, as its true and lawful attorneys-in-fact with full
         irrevocable power and authority in the place and stead of the Company
         or in the Administrative Agent's own name, for the purpose of carrying
         out the terms of this Agreement, to take any and all appropriate action
         and to execute any and all documents and instruments that may be
         necessary or useful to accomplish the purposes of this Agreement and,
         without limiting the generality of the foregoing, hereby gives said
         attorneys the power and right, on behalf of the Company, without notice
         to or assent by the Company, to do the following:

                           (a) upon the occurrence and during the continuance of
                  a Default or an Event of Default, generally to sell, transfer,
                  pledge, make any agreement with respect to or otherwise
                  dispose of or deal with any of the Collateral in such manner
                  as is consistent with the Uniform Commercial Code of the State
                  and as fully and completely as though the Administrative Agent
                  were the absolute owner thereof for all purposes, and to do,
                  at the Company's expense, at any time, or from time to time,
                  all acts and things which the Administrative Agent deems
                  necessary or useful to protect, preserve or realize upon the
                  Collateral and the Administrative Agent's security interest
                  therein, in order to effect the intent of this Agreement, all
                  no less fully and effectively as the Company might do,
                  including, without limitation, the execution, delivery and
                  recording, in connection with any sale or other disposition of
                  any Collateral, of the endorsements, assignments or other
                  instruments of conveyance or transfer with respect to such
                  Collateral; and

                           (b) to the extent that the Company's authorization
                  given in ss.3 is not sufficient, to file such financing
                  statements with respect hereto, with or without the Company's
                  signature, or a photocopy of this Agreement in substitution
                  for a financing statement, as the Administrative Agent may
                  deem appropriate and to execute in the Company's name such
                  financing statements and amendments thereto and continuation
                  statements which may require the Company's signature.

                  13.2. Ratification by Company. To the extent permitted by law,
         the Company hereby ratifies all that said attorneys shall lawfully do

<PAGE>
                                       8


         or cause to be done by virtue hereof. This power of attorney is a power
         coupled with an interest and is irrevocable.

                  13.3. No Duty on Administrative Agent. The powers conferred on
         the Administrative Agent hereunder are solely to protect the interests
         of the Administrative Agent and the Lenders in the Collateral and shall
         not impose any duty upon the Administrative Agent to exercise any such
         powers. The Administrative Agent shall be accountable only for the
         amounts that it actually receives as a result of the exercise of such
         powers, and neither it nor any of its officers, directors, employees or
         agents shall be responsible to the Company for any act or failure to
         act, except for the Administrative Agent's own gross negligence or
         willful misconduct.

         14. Rights and Remedies. If an Event of Default shall have occurred and
be continuing, the Administrative Agent, without any other notice to or demand
upon the Company, shall have in any jurisdiction in which enforcement hereof is
sought, in addition to all other rights and remedies, the rights and remedies of
a secured party under the Uniform Commercial Code of the State and any
additional rights and remedies as may be provided to a secured party in any
jurisdiction in which Collateral is located, including, without limitation, the
right to take possession of the Collateral, and for that purpose the
Administrative Agent may, so far as the Company can give authority therefor,
enter upon any premises on which the Collateral may be situated and remove the
same therefrom. The Administrative Agent may in its discretion require the
Company to assemble all or any part of the Collateral at such location or
locations within the jurisdiction(s) of the Company's principal office(s) or at
such other locations as the Administrative Agent may reasonably designate.
Unless the Collateral is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market, the Administrative Agent
shall give to the Company at least five (5) Business Days prior written notice
of the time and place of any public sale of Collateral or of the time after
which any private sale or any other intended disposition is to be made. The
Company hereby acknowledges that five (5) Business Days prior written notice of
such sale or sales shall be reasonable notice. In addition, the Company waives
any and all rights that it may have to a judicial hearing in advance of the
enforcement of any of the Administrative Agent's rights and remedies hereunder,
including, without limitation, its right following an Event of Default to take
immediate possession of the Collateral and to exercise its rights and remedies
with respect thereto.

         15. Standards for Exercising Rights and Remedies. To the extent that
applicable law imposes duties on the Administrative Agent to exercise remedies
in a commercially reasonable manner, the Company acknowledges and agrees that it
is not commercially unreasonable for the Administrative Agent (a) to fail to
incur expenses reasonably deemed significant by the Administrative Agent to
prepare Collateral for disposition, (b) to fail to obtain third party consents
for access to Collateral to be disposed of, or to obtain or, if not required by
other law, to fail to obtain governmental or third party consents for the
collection or disposition of Collateral to be collected or disposed of, (c) to
fail to exercise collection remedies against account debtors or other persons
obligated on Collateral or to fail to remove Liens on or any adverse claims
against Collateral, (d) to exercise collection remedies against account debtors
and other persons obligated on Collateral directly or through the use of

<PAGE>
                                       9


collection agencies and other collection specialists, (e) to advertise
dispositions of Collateral through publications or media of general circulation,
whether or not the Collateral is of a specialized nature, (f) to contact other
persons, whether or not in the same business as the Company, for expressions of
interest in acquiring all or any portion of the Collateral, (g) to hire one or
more professional auctioneers to assist in the disposition of Collateral,
whether or not the collateral is of a specialized nature, (h) to dispose of
Collateral by utilizing Internet sites that provide for the auction of assets of
the types included in the Collateral or that have the reasonable capability of
doing so, or that match buyers and sellers of assets, (i) to dispose of assets
in wholesale rather than retail markets, (j) to disclaim disposition warranties,
(k) to purchase insurance or credit enhancements to insure the Administrative
Agent against risks of loss, collection or disposition of Collateral or to
provide to the Administrative Agent a guaranteed return from the collection or
disposition of Collateral, or (l) to the extent deemed appropriate by the
Administrative Agent, to obtain the services of brokers, investment bankers,
consultants and other professionals to assist the Administrative Agent in the
collection or disposition of any of the Collateral. The Company acknowledges
that the purpose of this ss.16 is to provide non-exhaustive indications of what
actions or omissions by the Administrative Agent would fulfill the
Administrative Agent's duties under the Uniform Commercial Code of the State or
any other relevant jurisdiction in the Administrative Agent's exercise of
remedies against the Collateral and that other actions or omissions by the
Administrative Agent shall not be deemed to fail to fulfill such duties solely
on account of not being indicated in this ss.16. Without limitation upon the
foregoing, nothing contained in this ss.16 shall be construed to grant any
rights to the Company or to impose any duties on the Administrative Agent that
would not have been granted or imposed by this Agreement or by applicable law in
the absence of this ss.15.

         16. No Waiver by Administrative Agent, etc. The Administrative Agent
shall not be deemed to have waived any of its rights and remedies in respect of
the Obligations or the Collateral unless such waiver shall be in writing and
signed by the Administrative Agent with the consent of each Lender. No delay or
omission on the part of the Administrative Agent in exercising any right or
remedy shall operate as a waiver of such right or remedy or any other right or
remedy. A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion. All rights and remedies of
the Administrative Agent with respect to the Obligations or the Collateral,
whether evidenced hereby or by any other instrument or papers, shall be
cumulative and may be exercised singularly, alternatively, successively or
concurrently at such time or at such times as the Administrative Agent deems
expedient.

         17. Suretyship Waivers by Company. The Company waives demand, notice,
protest, notice of acceptance of this Agreement, notice of loans made, credit
extended, Collateral received or delivered or other action taken in reliance
hereon and all other demands and notices of any description. With respect to
both the Obligations and the Collateral, the Company assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of or failure to perfect any security interest

<PAGE>
                                       10


in any Collateral, to the addition or release of any party or person primarily
or secondarily liable, to the acceptance of partial payment thereon and the
settlement, compromising or adjusting of any thereof, all in such manner and at
such time or times as the Administrative Agent may deem advisable. The
Administrative Agent shall have no duty as to the collection or protection of
the Collateral or any income therefrom, the preservation of rights against prior
parties, or the preservation of any rights pertaining thereto beyond the safe
custody thereof as set forth in ss.11.2. The Company further waives any and all
other suretyship defenses.

         18. Marshalling. Neither the Administrative Agent nor any Lender shall
be required to marshal any present or future collateral security (including but
not limited to the Collateral) for, or other assurances of payment of, the
Obligations or any of them or to resort to such collateral security or other
assurances of payment in any particular order, and all of the rights and
remedies of the Administrative Agent or any Lender hereunder and of the
Administrative Agent or any Lender in respect of such collateral security and
other assurances of payment shall be cumulative and in addition to all other
rights and remedies, however existing or arising. To the extent that it lawfully
may, the Company hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause delay in or impede the enforcement
of the Administrative Agent's rights and remedies under this Agreement or under
any other instrument creating or evidencing any of the Obligations or under
which any of the Obligations is outstanding or by which any of the Obligations
is secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, the Company hereby irrevocably waives the benefits of all such
laws.

         19. Proceeds of Dispositions; Expenses. The Company shall pay to the
Administrative Agent on demand any and all expenses, including reasonable
attorneys' fees and disbursements, incurred or paid by the Administrative Agent
in protecting, preserving or enforcing the Administrative Agent's rights and
remedies under or in respect of any of the Obligations or any of the Collateral.
After deducting all of said expenses, the residue of any proceeds of collection
or sale or other disposition of Collateral shall, to the extent actually
received in cash, be applied to the payment of the Obligations in such order or
preference as the Administrative Agent may determine proper allowance and
provision being made for any Obligations not then due. Upon the final payment
and satisfaction in full of all of the Obligations and after making any payments
required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial
Code of the State, any excess shall be returned to the Company. In the absence
of final payment and satisfaction in full of all of the Obligations, the Company
shall remain liable for any deficiency.

         20. Overdue Amounts. Until paid, all amounts due and payable by the
Company hereunder shall be a debt secured by the Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for overdue
principal set forth in the Loan Agreement.


<PAGE>
                                       11


         21. Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED
TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE. The Company agrees that any action or
claim arising out of any dispute in connection with this Agreement, any rights
or obligations hereunder or the performance or enforcement of such rights or
obligations may be brought in the courts of the State or any federal court
sitting therein and consents to the non-exclusive jurisdiction of such court and
to service of process in any such suit being made upon the Company by mail at
the address specified in ss.12 of the Loan Agreement. The Company hereby waives
any objection that it may now or hereafter have to the venue of any such suit or
any such court or that such suit is brought in an inconvenient court.

         22. Waiver of Jury Trial. EACH OF THE ADMINISTRATIVE AGENT AND THE
COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THE PERFORMANCE OR ENFORCEMENT OF ANY SUCH RIGHTS OR
OBLIGATIONS. Except as prohibited by law, the Company waives any right which it
may have to claim or recover in any litigation referred to in the preceding
sentence any special, exemplary, punitive or consequential damages or any
damages other than, or in addition to, actual damages. The Company (a) certifies
that neither the Administrative Agent or any Lender nor any representative,
agent or attorney of the Administrative Agent or any Lender has represented,
expressly or otherwise, that the Administrative Agent or any Lender would not,
in the event of litigation, seek to enforce the foregoing waivers or other
waivers contained in this Agreement and (b) acknowledges that, in entering into
the Loan Agreement and the other Loan Documents to which the Administrative
Agent or any Lender is a party, the Administrative Agent and the Lenders are
relying upon, among other things, the waivers and certifications contained in
this ss.22.

         23. Miscellaneous. The headings of each section of this Agreement are
for convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon the
Company and its successors and assigns, and shall inure to the benefit of the
Administrative Agent, the Lenders and their respective successors and assigns.
If any term of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall in no way be
affected thereby, and this Agreement shall be construed and be enforceable as if
such invalid, illegal or unenforceable term had not been included herein. The
Company acknowledges receipt of a copy of this Agreement.



<PAGE>



         IN WITNESS WHEREOF, intending to be legally bound, the Company has
caused this Agreement to be duly executed as of the date first above written.

                              HEAVENLY VALLEY, LIMITED PARNTERSHIP

                                By: Heavenly Corporation, its General Partner



                                By:_____________________________________________
                                   Name:
                                   Title:

Accepted:

Fleet National Bank, as Administrative Agent


By: ______________________________________
    Name:
    Title:


                          CERTIFICATE OF ACKNOWLEDGMENT


COMMONWEALTH OR STATE OF *_____________________________________________)
__________________                                                     )  ss.
COUNTY OF *____________________________________________________________)

         Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this _____ day of ______________, 2001, personally appeared
______________ to me known personally, and who, being by me duly sworn, deposes
and says that [s]he is the _______________ of ________________, and that said
instrument was signed and sealed on behalf of said corporation by authority of
its Board of Directors, and said * acknowledged said instrument to be the free
act and deed of said corporation.



                                                     Notary Public
                                                     My commission expires:



<PAGE>

                                   Schedule A
                             Collateral Description

Debtor:                                                   Secured Party
Heavenly Valley, Limited Partnership               Fleet National Bank, as Agent
195 Highway 50, Suite 301                          100 Federal Street
Zephyr Cove, NV 89448                              Boston, MA 02110
BUSDOCS:1056931.5



SPECIFICATIONS FOR CWA CABINS

138 units of CWA cabins mod. OMEGA III/8-LWI
--------------------------------------------
including:

         - level walk in concept
         - platform

         - door width min. 820 mm (ADA)
         - automatic CWA safety door drive, including door-drive,
          actuator cable and actuator lever

         - 8 passengers seated
         - flip-up seats, both sides (4 pers. each)
         - vandal proof seats, seats and backs carpet covered

         - flip-in windows, both sides - floor integrated ventilation - door
         integrated slide down windows

         - panorama glazing, tinted + UV resistant glasses
          (tint gray 208)

         - ski/board racks

         - high quality, UV-resistant outside/inside finish
          color darkgray, CWA no. EFT 7.1865

         - shipment and insurance to Heavenly site

         - free training, during 5 working days, of 2-3 Heavenly employees
          during cabin manufacturing at CWA site
         (flight ticket excluded)

         - free cabin function checks and instructions before official operation
          of lift by CWA at Heavenly site

         - floor guides for palettes - 820 mm width between the guides - 4
         cabins to be equipped with special windows to handle emergency guerneys



<PAGE>



DRIVE MACHINERY - TOP TERMINAL

TERMINAL MODEL                                          UN1 _ XL
DRIVE ARRANGEMENT                                       Vault
GEARBOX                                                 Lohmann GPW 350
-Removable                                              Yes (w/o detensioning)
-Mounted                                                in-vault
-Oil Cooler                                             Yes
-Heater                                                 NO

BULLWHEEL
-Diameter                                               5.2 m
-Hollow Shaft                                           Yes - C disengageable
-Bearings                                               Redundant Set

BRAKES:
SERVICE                                                 3x (included)
-Location                                               Nigh Speed Shaft
EMERGENCY                                               3x (included)
---------
-Location                                               Bullwheel
ROLLBACK                                                included
--------
-Location                                               Bullwheel

BRAKE SYSTEM                                            Dual Hydraulic Units

NOTE:
The emergency brakes and the rollback brake are identical and act on the
bullwheel. All brakes are released hydraulically and are spring applied. The
hydraulic unit requires only 24V DC and operates identically with main or
auxiliary drive.

PRIME MOVER

ELECTRIC MOTOR
-Horsepower                                             2 X 900 HP

DC SCR DRIVE
-Rating                                                 2 X 900 HP
-Enclosure                                              Rittal



<PAGE>



STAND-BY DRIVE

ENGINE:                                   Cummins diesel
-Horsepower                               2 X 900 HP
-Capacity                                 approximately 84%
-Speed                                    1000 PPM
-Transmission                             Rockford or Twin-Disc torque converter
-Drive                                    V-belts and pulley

MISCELLANEOUS:
-Fuel                                     tank 2 X 50 gallon
                                          self-contained (one for
                                          each engine and one 2000
                                          gallon self-contained
                                          (Convault type)
-274V remote pump                         included
-Bolt coupling                            included
-Safeties                                 per NFPA 37

HYDROSTATIC AUXILIARY DRIVE

ENGINE                                    Utilizes Either Stand-by drive engine
-Capacity                                 unload only
-Speed                                    > 220 FPM average
-Transmission                             hydrostatic/ring gear

MISCELLANEOUS:
-Hydrostatic motor                        included
-Operation                                forward & reverse
-Method                                   manual controls

TENSION MACHINERY - BOTTOM TERMINAL

-Terminal model                           VM.-XL
-Bullwheel diameter                       5.5 m
-Bullwheel construction                   split design
-Carriage travel                          9.0 m (5.0 m cylinder stroke)
-Tension unit                             Bullwheel driven hydraulic pump



<PAGE>



ATTACHING AND DETACHING MECHANISMS

-Protective guards                        expanded meta/plexiglass
-Switch rails                             two at each end terminal

NOTE:
- design eliminates conveyor chains, angle gearboxes, and drive shafts - each
end terminal mounted on two mats
- air filled rubber tires for accelerating/decelerating find earlier conveyance
  through terminals
- accelerator/decelerator units and conveyor system are driven directly by the
haul rope through deflection sheaves and V-belts, thus are synchronized
constantly with the rope speed - removable guards over moving parts - switch
rails for easy removal of carriers from each end terminal

ENCLOSURES

RETURN- TERMINAL:
-Roof                                     steel
-Side walls                               aluminum
-Windows                                  plexiglass
-Endwall                                  steel frame - plexiglass windows
-Doors                                    lockable
-Underskin                                steel
-Ventilation                              not required
-Lights and heat                          not included
-Entry                                    stair by back mast - galvanized
                                          lockable sliding panel
-Hydraulic floor                          1x hydraulic floor section to allow
                                                for parking



<PAGE>



DRIVE TERMINAL:
Partial enclosure provided for the portion of the machinery exterior to the
owner's building.

-Roof                                     steel
-Side walls                               aluminum
-Windows                                  plexiglass
-Endwall                                  steal frame - plexiglass windows
-Doors                                    lockable,
-Underskin                                steel
-Ventilation                              not required
-Lights and heat                          not included
-Entry                                    stair by back most - galvanized
                                                lockable sliding
                                          panel
-Crane rail and trolley                   vault crane rail and trolley by Owner
-Lights and heat in vault                 by owner

-Hydraulic floor                          lx hydraulic floor section to allow
                                                for parking

INTERMEDIATE TERMINAL:
-Side walls and roof                      provided for machinery and walkway
-Walkways                                 included along accelerator banks and
                                                connecting conveyor
-Lights and heat                          included in turnkey option
-Entry access to accelerators             stair access to maintenance walkways
                                                lockable access

LIFT LINE LAYOUT AND DESIGN

TOWER SPACING LOCATED TO MINDAM SIMULTANEOUS CROSSING OF TOWERS BY CARRIERS

CARRIERS.

-Gondola cabins                           carrier type S passenger standup
                                                cabins by owner
-Grip type                                DT-108 torsion bar design with
                                          -enclosed body & torsion springs
                                          -grip force testing at each terminal



<PAGE>



SHEAVE ASSEMBLIES
-Diameter                                 support = 500 mm
                                          hold-down = 400 mm
-Bearings                                 sealed type
-Adjustment                               all directions
-Safeties                                 - rotation limiting devices
                                          -       dual derail
                                          circuits - cable
                                          catcher and drop
                                          sheave - RPD
                                          system - incoming and
                                          outgoing on 6 wheel
                                          assemblies and larger

COMMUNICATION CABLE

-Quantity                                 2 overhead
-Number of Pairs                          50 pair-each cable
-Messenger                                3/8" inch
-Connectors                               strand vices

HAUL ROPE
-Diameter 56mm inch, bright, compacted -Lay right lang lay, pretensioned -Order
length 26,350 ft.

PARKING

-Upper Terminal                           automatic closed-loop system
-Freight Carriers                         remove/install in forward direction
-Passenger Cabins                         remove in forward direction
                                          install in forward direction
-Includes:                                attachments, rails, switches,
                                                incline conveyors, switch
                                                conveyors.



<PAGE>



LOW VOLTAGE CONTROLS AND CABIN MONITORING SYSTEM - 3-channel fail safe system -
Safety rating: Level 6 by T.U.V.
- independent spacing systems at each terminal provide the most accurate
  carrier spacing available on the market
- carrier position monitored throughout terminals - all safeties and controls
function during stand-by drive operation - tower derailment system (brittle bar
system) and rope position detection
  system WD) - remote controls, stop buttons, telephones - batteries with Newmar
regulated chargers - reverse operation (slow) without affecting carrier spacing
or pushing
  carriers by hand
- Carrier Indication System (CIS): Up to 10 carriers "marked" at one
  terminal will initiate a signal prior to entering opposite terminal
- anti-collision and spacing systems permit normal operation with carriers
  missing
- all proximity switches ere continually monitored, such that physical checking
  of the switches is only needed once per season
- all electric functions can be monitored from either terminal
- key switch allows brakes to be torque: tested electrically by one mechanic in
  minimal time - deceleration rate, time, and distance can he displayed after
  every stop
- cards are interchangeable from one lift to another - decreasing spare parts
  cost
- 3 channel system is easy to understand and trouble: shoot, thus reducing
  training time and expense - 2 stage lightning protection
- 3 wind speed I direction sensors

POWER DISTRIBUTION

- Drive terminal distribution panel with 110/220 volt single phase and 460 volt
  3-phase
- Return terminal distribution panel with 1101220 volt single phase and 460 volt
  3-phase
- Mid-Station distribution panel with 120/220 volt single phase - Harmonic
Filters: Harmonic falters am included.


<PAGE>



TOWERS

-Quantity                                               39 tubular towers
-Tube size 24,30 and 42 inch tubes with 3/8 or 1/2 inch wall -Finish painted
-Crossarms rectangular tubing with:
                           -darkened galvanized finish
                               -rope lifting beams
                               -platforms along crossarm
                               -platforms along all sheave assemblies
-Weld certificates provided
-Material certificates provided

OPERAT0R HOUSES

-By owner

TOOLS SUPPLIED WITH EQUIPMENT

-Normal set of wretches
-Grip opening hydraulics
-Grip test stand
-Chip assembly and disassembly tools -500mm sheave press -400mm sheave press
-Rope lifting jacks for each assembly type -Galvanized work chair with grip

OTHER

Spare parts, tools and other property used to operate, maintain and repair the
gondola.



<PAGE>


<TABLE>

GONDOLA EQUIPMENT

                                                               MODEL #                  ENG. OR SERIAL #
<S>                                                      <C>                           <C>

Cummins Engine                                                  2ST30                    Eng# 37193595
Rockford Torque Converter                                       C-1828                     Ser.# 148
Saver Sundstrand Hydrostatic Pump                          DO.IDNR.10317929             Ser# N001681718
Saver Sundstrand Hydrostatic Pump                          DO.IDNR.10317929             Eng# N995081720
Cummins Engine                                                  QST 30                   Eng# 37193596
Rockford Torque Converter                                       C-1828                      Ser# 146
Saver Sundstrand Pump                                      DO.IDNR.10317929              Ser#N001681720
Saver Sundstrand Hydrostatic Pump                          DO.IDNR.10317929              Ser# N99251220
Wilson Machine Co. Splitter Gearbox                             SP-870                    Ser# 00-1521
Lohmann Gear Reducer                                         GPW 350 S74                   Ser# 2949
ABB DC Electric Motor                                        DMA 315L61V                   #HM2352788
ABB DC Electric Motor                                        DMA 315L61V                   #HM235278
Generator Set Cummins Onan                                   DGFA-4484535               Ser# G000129055
Cutler Hammer Pow-R-Line Switchboard                         G.O. HB07447
ABB DC Drive Slave                                      Type# DCS502B-2000-51          Part # 3AUC287126
                                                                                         Order # Y1340
ABB Harmonic Filter Slave                                Cat# 3H300A6L5A900X1           Mfg# 08/23/00/01
ABB DC Drive Master                                     Type# DCS502B-2000-51           Part #3AUC287126
                                                                                         Order # Y1340
ABB Harmonic Filter Master                             Cat# 3H300A6L5A 900 x 1          Mfg# 08/23/00/02
PH Hydrostatic Motor                                     MS50-2-111-2A50-B000               Ser# 022
PH Hydrostatic Motor                                     MS50-2-111-A50-B000                Ser# 025

</TABLE>
<PAGE>
                                   EXHIBIT E
                    SECURITY INTEREST SUBORDINATION AGREEMENT


         SECURITY INTEREST SUBORDINATION AGREEMENT (this "Agreement"), dated as
of December 5, 2001, by and among (a) FLEET NATIONAL BANK, a national banking
association having its office at 100 Federal Street, Boston, Massachusetts
02110, in its capacity as agent (the "Administrative Agent") for the Lenders (as
hereinafter defined) under the Lender Agreement (as hereinafter defined), (b)
FLEET NATIONAL BANK, a national banking association having its office at 100
Federal Street, Boston, Massachusetts, in its capacity as administrative agent
(the "Creditor Agent") for itself and certain other financial institutions
(collectively, the "Banks") which are or may become parties to the Creditor
Agreement (as hereinafter defined), and (c) HEAVENLY VALLEY, LIMITED
PARTNERSHIP, a Nevada limited partnership having a principal place of business
at 195 Highway 50, Suite 302, Zephyr Cove, Nevada (the "Borrower").

         WHEREAS, pursuant to a Term Loan Agreement, dated as of December 5,
2001 (as amended and in effect from time to time, including any replacement
agreement therefor, the "Lender Agreement"), among the financial institutions
party thereto (the "Lenders"), the Administrative Agent and the Borrower, the
Lenders have agreed, upon the terms and subject to the conditions contained
therein, to make loans to the Borrower; and

         WHEREAS, the Banks have made loans to the Borrower pursuant to the
Amended, Restated and Consolidated Credit Agreement, dated as of October 12,
1999 (as amended and in effect from time to time, the "Creditor Agreement"),
among the Creditor Agent, the Banks, the Borrower and the other signatories
thereto; and

         WHEREAS, it is a condition precedent to the Lenders willingness to make
loans to the Borrower pursuant to the Lender Agreement that the Borrower and the
Creditor Agent enter into this Agreement with the Administrative Agent; and

         WHEREAS, in order to induce the Lenders to make loans to the Borrower
pursuant to the Lender Agreement, the Borrower and the Creditor Agent have
agreed to enter into this Agreement with the Administrative Agent;

         NOW, THEREFORE, in consideration of the foregoing, the mutual
agreements herein contained and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

         1. Definitions. All terms defined in the Uniform Commercial Code of the
Commonwealth of Massachusetts and used herein shall have the same definitions as
specified therein. However, if a term is defined in Article 9 of the Uniform
Commercial Code of the Commonwealth of Massachusetts differently than in another
Article of the Uniform Commercial Code of the Commonwealth of Massachusetts, the

<PAGE>
                                       2


term has the meaning specified in Article 9. The term "control," as used in
ss.2, has the meaning specified in ss.9-104, 9-105, 9-106 or 9-107, as
applicable, of the Uniform Commercial Code of the Commonwealth of Massachusetts.
In addition, the following terms shall have the following meanings:

         Creditor Debt. All principal, interest, fees, costs, enforcement
expenses (including, without limitation, legal fees and disbursements),
collateral protection expenses and other reimbursement and indemnity obligations
created or evidenced by the Creditor Agreement or any prior, concurrent or
subsequent notes, instruments or agreements of indebtedness, liabilities or
obligations of any type or form whatsoever relating thereto in favor of the
Banks.

         Creditor Documents. Collectively, the Creditor Agreement, any
promissory notes executed in connection therewith and any and all guaranties and
Liens directly or indirectly guarantying or securing any of the Creditor Debt,
and any and all other documents or instruments evidencing or further guarantying
or securing directly or indirectly any of the Creditor Debt, whether now
existing or hereafter created.

         Intercreditor Termination Date. The earliest to occur of: (a) payment
in full in cash of the Lender Debt (which payment shall be final and not
avoidable) and expiration, termination or reduction of all commitments under the
Lender Agreement to zero, (b) the total liquidation and collection of the Joint
Collateral and application of the net proceeds thereof to the Lender Debt and
any surplus therefrom to the Creditor Debt, and (c) the release by the
Administrative Agent of its Liens in all of the Joint Collateral.

         Joint Collateral. The gondola located at the Heavenly Ski Area in South
Lake Tahoe, California, and all personal and fixture property of every kind
attached to or a part of such gondola, including but not limited to spare parts,
tools and other property used to operate, maintain and repair such gondola, and
all proceeds and products thereof.

         Lender Debt. All principal, interest, fees, costs, enforcement expenses
(including legal fees and disbursements), collateral protection expenses and
other reimbursement or indemnity obligations created or evidenced by the Lender
Agreement or any of the other Lender Documents or any prior, concurrent, or
subsequent notes, instruments or agreements of indebtedness, liabilities or
obligations of any type or form whatsoever relating thereto in favor of the
Lenders.

         Lender Documents. Collectively, the Lender Agreement, any promissory
notes executed in connection therewith and any and all guaranties and Liens
directly or indirectly guarantying or securing any of the Lender Debt, and any
and all other documents or instruments evidencing or further guarantying or
securing directly or indirectly any of the Lender Debt, whether now existing or
hereafter created.


<PAGE>
                                       3


         Lien. Any consensual mortgage, security deed, deed of trust, pledge,
lien, security interest or other voluntary lien, whether now existing or
hereafter created, acquired or arising. The term includes both real and personal
property.

         2. General. It is the intent of the parties hereto that the Lender Debt
shall be paid in full in cash and that the commitments represented by the Lender
Agreement shall have expired or been reduced to zero or terminated before any of
the Creditor Debt is paid from the Joint Collateral. Regardless of the time or
order of attachment or the time, order or manner of perfection or the time or
order of filing financing statements, mortgages or other security agreements or
documents, or anything in the Creditor Agreement or any of the other Creditor
Documents to the contrary, the Liens in the Joint Collateral in favor of the
Administrative Agent, for the benefit of the Lenders and the Administrative
Agent, pursuant to the Lender Agreement and the other Lender Documents shall in
all respects be first and senior Liens to secure payment of the Lender Debt and
shall be superior to any Liens in the Joint Collateral in favor of the Creditor
Agent. The Creditor Agent hereby agrees, upon request of the Administrative
Agent at any time and from time to time, to execute such other documents or
instruments as may be requested by the Administrative Agent further to evidence
of public record or otherwise the senior priority of the Liens over the Joint
Collateral and securing the Lender Debt as contemplated hereby.

                  2.1. Enforcement of Liens. Notwithstanding anything in any
         other agreement or document to the contrary, the Creditor Agent shall
         not, prior to the occurrence of the Intercreditor Termination Date,
         assert or attempt to enforce or avail itself of any Liens or any other
         pre-judgment or post-judgment liens or assert any rights in or claims
         against the Joint Collateral or otherwise foreclose or realize upon the
         Joint Collateral or any part thereof.

                  2.2. Appointment of Administrative Agent as Agent. The
         Creditor Agent hereby appoints the Administrative Agent as its agent to
         perfect by possession or control its Lien in any of the Joint
         Collateral (a) which Lien is capable of being perfected by possession
         or control and (b) that is, at any time, delivered to and in the
         possession, or is under the control of the Administrative Agent,
         subject always to the rights of the Administrative Agent, for the
         benefit of the Lenders and the Administrative Agent, as prior Lien
         holder. The Administrative Agent acknowledges that it holds such Joint
         Collateral for the benefit of the Creditor Agent upon and subject to
         the terms contained in this Agreement.

                  2.3. Administrative Agent's Actions Concerning Lender Debt.
         The Administrative Agent may, at its and the Lenders' option, take or
         omit to take any action or assert any claim with respect to the Lender
         Debt or any person or entity primarily or secondarily liable thereunder
         or to foreclose or realize upon or enforce any of its rights with
         respect to the Joint Collateral without any consent or approval by the
         Creditor Agent. The Administrative Agent hereby acknowledges that the
         provisions of this Agreement nevertheless constitute notice from the

<PAGE>
                                       4


         Creditor Agent of its junior security interest in the Joint Collateral
         for purposes of the provisions of ss.ss.9-608(a)(1)(C), 9-615(a)(3)(A),
         and 9-621(a)(1) of the Uniform Commercial Code of the Commonwealth of
         Massachusetts.

                  2.4. Proceeds of Joint Collateral. Any and all cash amounts
         constituting proceeds of or otherwise constituting Joint Collateral,
         including, without limitation, any net proceeds received by the
         Administrative Agent or the Creditor Agent in connection with any sale,
         exchange, destruction, condemnation, foreclosure or other disposition
         of any of the Joint Collateral, and, if applicable, any sum received
         pursuant to ss.507(b) of the Bankruptcy Code in any case in which the
         Borrower is a debtor, shall be applied first, to satisfy the Lender
         Debt in full, and second, to satisfy the Creditor Debt, with the
         Borrower, the Administrative Agent and the Creditor Agent hereby
         agreeing to make such transfers between themselves with respect to such
         cash amounts so as to effectuate such application. In the event of any
         casualty or other insured loss with respect to any part of the Joint
         Collateral which is covered by causality insurance, the Borrower, the
         Administrative Agent and the Creditor Agent agree that, prior to the
         Intercreditor Termination Date, the Administrative Agent shall, to the
         extent not prohibited by the Lender Documents, have the exclusive right
         to adjust, compromise, or settle any such loss with the applicable
         casualty insurer, to collect and receive the proceeds of such casualty
         insurance with respect to such loss, and to apply such proceeds in
         accordance with the priorities set forth herein. Any non-cash
         distributions or proceeds in respect of the Joint Collateral shall
         constitute Joint Collateral upon the terms of this Agreement, the
         Lender Documents and the Creditor Documents until converted to cash and
         distributed in accordance with this ss.2.4.

                  2.5. Actions of Administrative Agent at Intercreditor
         Termination Date. Upon the occurrence of the Intercreditor Termination
         Date, and, to the extent permitted by applicable law, to the extent the
         Creditor Agent retains a Lien in such Joint Collateral and to the
         extent that such Joint Collateral has not been applied to satisfy the
         Lender Debt secured thereby, the Administrative Agent shall deliver to
         the Creditor Agent any certificated securities, instruments or chattel
         paper comprising Joint Collateral then in the Administrative Agent's
         possession. The Administrative Agent shall have no obligation to
         transfer to the Creditor Agent any other Joint Collateral under the
         Administrative Agent's control.

         3. Defense to Enforcement, etc. If the Creditor Agent, in contravention
of the terms of this Agreement, shall commence, prosecute or participate in any
suit, action or proceeding against the Borrower or initiate any foreclosure sale
or proceeding or any other action to enforce its Lien on any of the Joint
Collateral, then the Borrower may interpose as a defense or plea the making of
this Agreement, and the Administrative Agent or any Lender may intervene and
interpose such defense or plea in its name or in the name of the Borrower. If
the Creditor Agent, in contravention of the terms of this Agreement, shall
attempt to enforce any remedies prohibited by this Agreement, then the
Administrative Agent, any Lender or the Borrower may, by virtue of this

<PAGE>
                                       5


Agreement, restrain the enforcement thereof in the name of the Administrative
Agent or such Lender or in the name of the Borrower. If the Creditor Agent, in
contravention of the terms of this Agreement, obtains any assets of the Borrower
constituting Joint Collateral, or proceeds therefrom, as a result of any
administrative, legal or equitable actions, or otherwise, the Creditor Agent
agrees forthwith to pay, deliver and assign to the Administrative Agent for the
account of the Lenders and the Administrative Agent, with appropriate
endorsements, any such assets or proceeds thereof as collateral for the Lender
Debt. Until such time as the provisions of the immediately preceding sentence
have been complied with, the Creditor Agent shall be deemed to hold such Joint
Collateral and proceeds in trust for the Administrative Agent, for the benefit
of the Lenders and the Administrative Agent.

         4. Release of Joint Collateral. Without limiting any of the rights of
the Administrative Agent or any Lender under the Lender Agreement, the other
Lender Documents or applicable law, in the event that the Administrative Agent
releases or discharges any Liens upon any Joint Collateral in connection with
the sale or other disposition of such Joint Collateral by the Borrower, such
Joint Collateral shall thereupon be deemed to have been released from all such
Liens in favor of the Creditor Agent, and the Borrower shall take such actions
as are required by the Creditor Agreement to cause and/or permit the release of
any Liens of the Creditor Agent upon such Joint Collateral. The Creditor Agent
hereby authorizes the Administrative Agent, for the benefit of the Lenders and
the Administrative Agent, to file any amendments to any Uniform Commercial Code
financing statements filed by the Creditor Agent against the Borrower and,
without limitation on such authorization, the Creditor Agent agrees that, within
ten (10) days following the Administrative Agent's written request therefor, the
Creditor Agent will execute, deliver and file any and all such mortgage
discharges, lien releases and other agreements and instruments as the
Administrative Agent reasonably deems necessary or appropriate, in each case in
order to give effect to the preceding sentence. The Creditor Agent hereby
irrevocably authorizes the Administrative Agent, for the benefit of the Lenders
and the Administrative Agent, to make, and appoints the Administrative Agent,
for the benefit of the Lenders and the Administrative Agent, and their
successors and assigns, and their respective officers, with full power of
substitution, the true and lawful attorney(s) of the Creditor Agent for the
purpose of effecting, any such executions, deliveries and filings if and to the
extent that the Creditor Agent shall have failed to perform such obligations
pursuant to the foregoing provisions of this ss.4 within such ten (10) day
period. The provisions of this ss.4 shall be applicable to and binding upon the
Creditor Agent notwithstanding any provisions or requirements to the contrary in
any agreement between the Creditor Agent and the Borrower.

         5. Lenders' Freedom of Dealing. The Creditor Agent agrees, with respect
to the Lender Debt and any and all Joint Collateral therefor or guaranties
thereof, that the Borrower and the Lenders may agree to increase the amount of
the Lender Debt or otherwise modify the terms of any of the Lender Debt, and the
Lenders may grant extensions of the time of payment or performance to and make

<PAGE>
                                       6


compromises, including releases of collateral or guaranties, and settlements
with the Borrower and all other persons, in each case without notice to or the
consent of the Creditor Agent and without affecting the agreements of the
Creditor Agent contained in this Agreement, the Creditor Agent hereby generally
waiving any and all suretyship defenses that might otherwise be applicable. The
Creditor Agent further waives any and all rights to require the Lender to
marshal any assets or otherwise to take any actions with respect to marshaling.

         6. Sale of the Creditor Debt. The Creditor Agent will not, at any time
while this Agreement is in effect, sell, transfer, pledge, assign, hypothecate
or otherwise dispose of any or all of the Creditor Debt to any person or entity
other than a person or entity who or which agrees in a writing to succeed to the
rights and to be bound by all of the obligations of the Creditor Agent
hereunder.

         7. Borrower's Obligations Absolute. The provisions of this Agreement
set forth the relative rights and obligations of the Administrative Agent, for
the benefit of the Lenders and the Administrative Agent, and the Creditor Agent
with respect to the Joint Collateral. Nothing contained in this Agreement shall
impair, as between the Borrower and the Lenders, the obligation of the Borrower
to pay to the Lenders all amounts payable in respect of the Lender Debt as and
when the same shall become due and payable in accordance with the terms thereof,
or prevent the Lenders from exercising all rights, powers and remedies otherwise
permitted by Lender Documents and by applicable law upon a default in the
payment of the Lender Debt or under any Lender Document.

         8. Representations and Warranties. The Borrower represents and warrants
to the other parties hereto that:


                  (a) the execution, delivery and performance of this Agreement
         (i) have been duly authorized by all requisite partnership action, and
         (ii) do not conflict with or result in any breach or contravention of
         any provision of law, statute, rule or regulation to which it is
         subject or any judgment, order, writ, injunction, license or permit
         applicable to it and will not conflict with any provision of its
         partnership agreement or any agreement or other instrument binding upon
         it; and

                  (b) this Agreement has been duly executed and delivered by it
         and constitutes its legal, valid and binding obligation, enforceable in
         accordance with its terms.

         9. Further Assurances. Each of the Administrative Agent, the Creditor
Agent and the Borrower agrees to execute and deliver such other documents and
instruments, and shall take such other action, at the sole cost and expense of
the Borrower, to effectuate and carry out the provisions of this Agreement.

         10. Termination of Subordination. This Agreement shall continue in full
force and effect, and the obligations and the agreements of the Administrative
Agent and the Creditor Agent hereunder shall continue to be fully operative,
until the occurrence of the Intercreditor Termination Date and the performance
by the Administrative Agent of its obligations under ss.4 hereof. The occurrence
of the Intercreditor Termination Date and the performance by the Administrative
Agent of its obligations under ss.4 hereof, this Agreement will automatically

<PAGE>
                                       7


terminate without any additional action by any party hereto; provided, however,
that shall not affect any then unsatisfied right or unperformed obligation of
the Administrative Agent, the Lenders or the Creditor Agent arising before the
Intercreditor Termination Date. In addition, if at any time any payment made or
value received with respect to any Lender Debt is rescinded or must otherwise be
returned by the Administrative Agent or any Lender upon the insolvency,
bankruptcy, or reorganization of the Borrower, or otherwise, all as though such
payment had not been made or value received, then (a) to the extent necessary to
repay in full in cash the Lender Debt, the Creditor Agent will deliver to the
Administrative Agent any amounts previously received and held by the Creditor
Agent on account of or in any way relating to the Joint Collateral, and (b) to
the extent previously terminated, the Administrative Agent's Liens in the Joint
Collateral created by the Lender Documents in favor of the Administrative Agent
and the Lenders and the right of the Administrative Agent to receive amounts
pursuant to this Agreement and the other rights and priorities of the
Administrative Agent and the Lenders hereunder shall be reinstated.

         11. Notices. All notices and other communications which are required or
may be given pursuant to the terms of this Agreement shall be in writing and
shall be sufficient and effective in all respects if given in writing or
telecopied, delivered or mailed by registered or certified mail, return receipt
requested, postage prepaid, as follows:

             If to the Administrative Agent:

                                           Fleet National Bank
                                           100 Federal Street
                                           Boston, Massachusetts 02110

                                    Attention:       Michael DiSandro

                             with a copy to:

                                           Amy Kyle, Esq.
                                           Bingham Dana LLP
                                           150 Federal Street
                                           Boston, Massachusetts 02110

                   If to the Creditor Agent:

                                           Fleet National Bank
                                           100 Federal Street
                                           Boston, Massachusetts 02110

                                    Attention:       Daniel D. Butler

                           with a copy to:

                                            Frederick D. Hyman, Esq.
                                            Mayer Brown & Platt
                                            1675 Broadway
                                            New York, New York 10019

                         If to the Borrower:

                                            Heavenly Valley, Limited Partnership
                                            c/o American Skiing Corporation
                                            Sunday River Road
                                            P.O. Box 450
                                            Bethel, Maine 04217

                                    Attention:       Foster Stewart

or such other address or addresses as any party hereto shall have designated by
written notice to the other parties hereto. Notices shall be deemed given and
effective upon the earlier to occur of (a) the third day following deposit
thereof in the U.S. mail or (b) receipt or refusal by the party to whom such
notice is directed.

         12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL BE A
SEALED INSTRUMENT UNDER SUCH LAWS.

         13. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO
A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, EACH
PARTY HERETO HEREBY WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN
ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
HEREIN.

         14. Miscellaneous. This Agreement may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall

<PAGE>
                                       8


constitute one instrument. In proving this Agreement, it shall not be necessary
to produce or account for more than one such counterpart signed by the party
against which enforcement is sought. The Administrative Agent, acting upon the
instructions of the requisite Lenders, may, in such Lenders' sole and absolute
discretion, waive any provisions of this Agreement benefiting the Administrative
Agent and Lenders; provided, however, that such waiver shall be effective only
if in writing and signed by the Administrative Agent and shall be limited to the
specific provision or provisions expressly so waived. This Agreement shall be
binding upon the successors and assigns of the Creditor Agent and the Borrower
and shall inure to the benefit of the Administrative Agent and the Lenders, the
Administrative Agent's and the Lenders' respective successors and assigns, any
lender or lenders refunding or refinancing any of the Lender Debt and their
respective successors and assigns, but shall not otherwise create any rights or
benefits for any third party. In the event that any lender or lenders refund or
refinance any of the Lender Debt, the terms "Lender Agreement", "Lender
Documents", "Event of Default" and the like shall refer mutatis mutandis to the
agreements and instruments in favor of such lender or lenders and to the related
definitions contained therein.



<PAGE>



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

ADMINISTRATIVE AGENT:           FLEET NATIONAL BANK, not individually but solely
                                in its capacity as agent for the Lenders under
                                the Lender Agreement



                                By:_____________________________________________
                                   Name:
                                   Title:


CREDITOR:                       FLEET NATIONAL BANK, not individually but solely
                                in its capacity as agent for the Banks under
                                the Creditor Agreement



                                By:_____________________________________________
                                   Name:
                                   Title:


BORROWER:                       HEAVENLY VALLEY, LIMITED PARTNERSHIP
                                By: Heavenly Corporation, its General Partner



                                By:_____________________________________________
                                   Name:
                                   Title:


<PAGE>




                          COMMONWEALTH OF MASSACHUSETTS

*, ss                                                                  * *, 20**

         Then personally appeared the above-named *, * of *** and acknowledged
the foregoing instrument to be his free act and deed and the free act and deed
of ***,

         Before me,

                            Notary Public
                            My Commission expires: *

<PAGE>
                                   EXHIBIT F
                                    TERM NOTE

$2,000,000                                                      December 5, 2001


         FOR VALUE RECEIVED, the undersigned HEAVENLY VALLEY, LIMITED
PARTNERSHIP, a Nevada limited partnership (the "Borrower"), hereby promises to
pay to the order of FLEET NATIONAL BANK, a national banking association (the
"Lender"), at the Lender's office at 100 Federal Street, Boston, Massachusetts
02110:

                  (a) prior to or on November 30, 2006 the principal amount of
         TWO MILLION DOLLARS ($2,000,000), evidencing the Term Loan made by the
         Lender to the Borrower pursuant to the Term Loan Agreement, dated as of
         December 5, 2001 (as amended and in effect from time to time, the "Loan
         Agreement"), by and among the Borrower, the Lender and other parties
         thereto;

                  (b) the principal  outstanding  hereunder from time to time at
         the times provided in the Loan Agreement; and

                  (c) interest from the date hereof on the principal amount from
         time to time outstanding to and including the maturity hereof at the
         rates and terms and in all cases in accordance with the terms of the
         Loan Agreement.

         This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Loan Agreement. The Lender and any
holder hereof is entitled to the benefits of the Loan Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrower contained therein, and any holder hereof may exercise the respective
remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in this
Note and not otherwise defined herein shall have the same meanings herein as in
the Loan Agreement.

         The Borrower irrevocably authorizes the Lender to make or cause to be
made, at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The outstanding amount of the Term Loan set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Lender with
respect to the Term Loan shall be prima facie evidence of the principal amount
of the Term Loan owing and unpaid to the Lender, but the failure to record, or
any error in so recording, any such amount on any such grid, continuation or
other record shall not limit or otherwise affect the obligation of the Borrower
hereunder or under the Loan Agreement to make payments of principal of and
interest on this Note when due.


<PAGE>
                                       2


         The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Loan Agreement.

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Loan Agreement.

         No delay or omission on the part of the Lender or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Lender or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the same or any other
right on any future occasion.

         The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN ss.12 OF THE LOAN AGREEMENT. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.



<PAGE>



         IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.

[Corporate Seal]

                                   HEAVENLY VALLEY, LIMITED PARTNERSHIP
                                   By: Heavenly Corporation, its General Partner



                                By:_____________________________________________
                                   Name:
                                   Title:


<PAGE>
                                    TERM NOTE

$8,000,000                                                      December 5, 2001


         FOR VALUE RECEIVED, the undersigned HEAVENLY VALLEY, LIMITED
PARTNERSHIP, a Nevada limited partnership (the "Borrower"), hereby promises to
pay to the order of BLACK DIAMOND CLO 1998-1 LTD., a Grand Cayman corporation
(the "Lender"), at the Agent's office at 100 Federal Street, Boston,
Massachusetts 02110:

                  (a) prior to or on November 30, 2006 the principal amount of
         EIGHT MILLION DOLLARS ($8,000,000), evidencing the Term Loan made by
         the Lender to the Borrower pursuant to the Term Loan Agreement, dated
         as of December 5, 2001 (as amended and in effect from time to time, the
         "Loan Agreement"), by and among the Borrower, the Lender and other
         parties thereto;

                  (b) the principal  outstanding  hereunder from time to time at
         the times provided in the Loan Agreement; and

                  (c) interest from the date hereof on the principal amount from
         time to time outstanding to and including the maturity hereof at the
         rates and terms and in all cases in accordance with the terms of the
         Loan Agreement.

         This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Loan Agreement. The Lender and any
holder hereof is entitled to the benefits of the Loan Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrower contained therein, and any holder hereof may exercise the respective
remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in this
Note and not otherwise defined herein shall have the same meanings herein as in
the Loan Agreement.

         The Borrower irrevocably authorizes the Lender to make or cause to be
made, at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The outstanding amount of the Term Loan set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Lender with
respect to the Term Loan shall be prima facie evidence of the principal amount
of the Term Loan owing and unpaid to the Lender, but the failure to record, or
any error in so recording, any such amount on any such grid, continuation or
other record shall not limit or otherwise affect the obligation of the Borrower
hereunder or under the Loan Agreement to make payments of principal of and
interest on this Note when due.


<PAGE>
                                       2


         The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Loan Agreement.

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Loan Agreement.

         No delay or omission on the part of the Lender or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Lender or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the same or any other
right on any future occasion.

         The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN ss.12 OF THE LOAN AGREEMENT. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.



<PAGE>



         IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.

[Corporate Seal]

                                HEAVENLY VALLEY, LIMITED PARTNERSHIP
                                By: Heavenly Corporation, its General Partner



                                By:_____________________________________________
                                   Name:
                                   Title:



<PAGE>


                                    TERM NOTE

$4,000,000                                                      December 5, 2001


         FOR VALUE RECEIVED, the undersigned HEAVENLY VALLEY, LIMITED
PARTNERSHIP, a Nevada limited partnership (the "Borrower"), hereby promises to
pay to the order of BLACK DIAMOND CLO 2000-1 LTD., a Grand Cayman corporation
(the "Lender"), at the Agent's office at 100 Federal Street, Boston,
Massachusetts 02110:

                  (a) prior to or on November 30, 2006 the principal amount of
         FOUR MILLION DOLLARS ($4,000,000), evidencing the Term Loan made by the
         Lender to the Borrower pursuant to the Term Loan Agreement, dated as of
         December 5, 2001 (as amended and in effect from time to time, the "Loan
         Agreement"), by and among the Borrower, the Lender and other parties
         thereto;

                  (b) the principal  outstanding  hereunder from time to time at
         the times provided in the Loan Agreement; and

                  (c) interest from the date hereof on the principal amount from
         time to time outstanding to and including the maturity hereof at the
         rates and terms and in all cases in accordance with the terms of the
         Loan Agreement.

         This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Loan Agreement. The Lender and any
holder hereof is entitled to the benefits of the Loan Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrower contained therein, and any holder hereof may exercise the respective
remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in this
Note and not otherwise defined herein shall have the same meanings herein as in
the Loan Agreement.

         The Borrower irrevocably authorizes the Lender to make or cause to be
made, at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The outstanding amount of the Term Loan set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Lender with
respect to the Term Loan shall be prima facie evidence of the principal amount
of the Term Loan owing and unpaid to the Lender, but the failure to record, or
any error in so recording, any such amount on any such grid, continuation or
other record shall not limit or otherwise affect the obligation of the Borrower
hereunder or under the Loan Agreement to make payments of principal of and
interest on this Note when due.


<PAGE>
                                       2


         The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Loan Agreement.

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Loan Agreement.

         No delay or omission on the part of the Lender or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Lender or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the same or any other
right on any future occasion.

         The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN ss.12 OF THE LOAN AGREEMENT. THE
BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.



<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.

[Corporate Seal]

                                 HEAVENLY VALLEY, LIMITED PARTNERSHIP
                                 By: Heavenly Corporation, its General Partner



                                By:_____________________________________________
                                   Name:
                                   Title:



<PAGE>
                                   EXHIBIT G
                                                              FS-2700-12 (10/96)
USDA - Forest Service
--------------------------------------------------------------------------------
                              AGREEMENT CONCERNING
 Fleet National Bank as Administrative Agent for itself and other lenders, LOAN
                  FOR HOLDER OF SPECIAL USE PERMIT: 4056/01&02

                      Heavenly Valley, Limited Partnership
                      ------------------------------------
                       This agreement is not transferable
                              (Reference FSM 2717)
                                    <TABLE>

<S>                                   <C>                                 <C>
a.  Record no. (1-2)                  b.  Region (3-4)                    c.  Forest (5-6)


                                      05/Pacific S.W.                     19/Lake Tahoe Basin M.U.

d.  District (7-8)                    e.  User No. (9-12)                 f.  Kind of Use (13-15)

53/Eldorado E.D.                      4056/01
54/Toyiabe E.D.                       4056/02                             161


g.  State (16-17)                     h.  County (18-20)                  i.  Card No. (21)

 32/Nevada                            005/Douglas
 06/California                        017/Eldorado

</TABLE>

         This agreement (Agreement) is made by the United States Department of
Agriculture, Forest Service (the Forest Service), Fleet National Bank, N.A., as
administrative agent (the Agent) for itself and the other lenders (the Lenders)
under that certain Term Loan Agreement, dated as of November _____, 2001 (the
Loan Agreement), by and among the Borrower, the Agent and the Lenders, and
Heavenly Valley, Limited Partnership, a Nevada limited partnership (the
Borrower).

                                    RECITALS

         1. On November 12, 1997, the Forest Service issued Special Use Permit
Numbers 4056/01 and 4056/02 (the Permit) to the Borrower for a term ending on
August 5, 2037.

         2. The Permit authorizes the Borrower to use and occupy certain
National Forest System land for the purpose of constructing, operating, and
maintaining a winter sports resort. The Permit covers 1,543.77 acres of National
Forest System land in Eldorado County, California (SW1/4 of Section 35, T.13N,
R.18E., M.D.B. & M.; Section 1, T.12N., R.18E., M.D.B. & M.; and NW1/4of Section
7, T.12N., R.19E., M.D.B. & M.), and 2,000 acres of National Forest System land
in Douglas County, Nevada (portions of Section 1, T.12N., R.18E., M.D.B. & M.;
Sections 6 and 7, T.12N., R.19E. M.D.B. & M.; Sections 25, 26, 35 and 36,
T.13N., R.1BE. M.D.B. & M.; and Sections 30 and 31. T.13N., R.19E., M.D.B. & M.)
(collectively, the Property)

         3. The Property is owned by the United States and managed under
statutory authority granted to the Forest Service.

         4. Under the Permit, the gondola (and all property of every kind
relating or attached thereto, associated therewith, or a part thereof) owned by
the Borrower that is located on the Property (the Improvement) shall be
considered personal property, not a fixture.

         5. The Borrower provides products and services to the public under the
terms of the Permit.

         6.  The Borrower has applied to the Lenders for a loan.


<PAGE>

         7. The Lenders, pursuant to the terms and provisions of the Loan
Agreement, have agreed to make a loan to the Borrower in the amount of
$14,000,000 (the Loan), with a maturity date of November, 2006, subject to the
execution of this Agreement.

                           PURPOSE OF THIS AGREEMENT:

         WHEREAS, the Forest Service believes that the public will benefit from
the products and services provided by the Borrower under the terms of the
Permit.

         WHEREAS, the Forest Service desires the cooperation of the Lenders in
connection with the financing of the Improvement by the Lenders.

         WHEREAS, the Lenders desire to extend credit to the Borrower, resulting
in benefit to the Forest Service's special use program.

         WHEREAS, the Lenders desire the cooperation of the Forest Service in
connection with the financing of the Improvement by the Lenders.

                                   AGREEMENT:

         In consideration of the foregoing, the parties agree as follows:

         1. The Permit is revocable, terminable, and not transferable in
accordance with its terms and federal regulations. The Permit is not real
property, does not convey any interest in real property, and may not be used as
collateral for the Loan.

         2. As collateral for the Loan, the Borrower is giving the Agent, for
the benefit of the Agent and the Lenders, a security interest in the
Improvement, and the Forest Service hereby acknowledges the creation of that
security interest at the request of the Agent. No security interest is created
in the Property or in any improvements owned by the United States. Nothing in
this Agreement is intended to abridge any rights that the Agent may have under
applicable law in connection with the Improvement.

         3.  The Borrower is in compliance with the terms of the Permit.

         4. The United States receives permit fees from the Borrower based on a
fee system contained in the Permit. The fee system and other Permit provisions
may be adjusted or replaced under the terms of the Permit or federal
regulations.

         5. Any transfer of title to the Improvement shall result in termination
of the Permit. Prior to any transfer of title to the Improvement, the Forest
Service shall cooperate with the Agent in obtaining in acceptable permit holder.
Issuance of a new permit shall be at the sole discretion of the Forest Service.
The Forest Service shall determine that the prospective holder meets
requirements under Forest Service regulations, including financial and technical
capability. As part of this cooperation, the Forest Service shall not issue a
new permit for a winter sports resort to any individual or entity that does not
hold title to the Improvement.

         6. If the Borrower fails to comply with the terms of the Permit and the
noncompliance could lead to suspension or revocation of the Permit, the Forest
Service shall: (1) notify the Agent in writing of the noncompliance; provided,
however, that prior notice is not required under this clause where immediate
action is deemed necessary under federal regulations; (2) inform the Agent of
any action taken in response to the noncompliance; and (3) apprise the Agent of
the resolution of any disputes with the Borrower or any proposed agreement to
modify the terms of the Permit arising out of the noncompliance.

Notice shall be mailed "certified return receipt requested" to the following
address:


<PAGE>

Fleet National Bank
100 Federal Street
Mail Stop:
Boston, MA 02110
Attn:  William Clark

Nothing in this paragraph limits the Forest Service's authority to administer
the Permit under federal regulations. The Lenders shall not have any claim or
remedy against the Forest Service if the Forest Service fails to comply with
this paragraph.

         7. The Agent shall advise the Forest Service of impending servicing
actions which may be taken against the Borrower, if the Agent deems such notice
legal and advisable.

         8. All the provisions of paragraph 5 above apply to a transfer of title
resulting from a default by the Borrower.

         9. If the Agent forecloses on the Improvement, the Forest Service
shall, to the extent permitted under applicable law, allow physical access to
the Improvement by the Agent and the Lenders as is necessary to liquidate the
Loan or to secure the Improvement. The Agent shall give prior notice to the
Forest Service of such access to the Improvement. The Agent shall obtain a
temporary authorization from the Forest Service in accordance with federal
regulations in order to operate a business in or otherwise occupy the
Improvement.

         10. If the Permit is revoked, the Forest Service shall cooperate with
the Agent in obtaining an acceptable permit holder. Issuance of a new permit
shall be at the sole discretion of the Forest Service. The Forest Service shall
determine that the prospective holder meets requirements under Forest Service
regulations, including financial and technical capability. As part of this
cooperation, the Forest Service shall not issue a new permit for a winter sports
resort to any individual or entity that does not hold title to the Improvement.

         11. Nothing in this Agreement precludes the Agent from exercising
remedies against the Borrower associated with other security interests.

         12. If the Borrower has satisfied all of its obligations to the Forest
Service, any money payable from the Forest Service to the Borrower under the
Permit by reason of termination of the Permit shall be paid to the Agent until
the Loan is fully satisfied.

         13. The parties to this Agreement do not intend to confer any rights on
any third party as a beneficiary under this Agreement. In addition, this
Agreement does not confer the status of a permit holder or the privileges of a
permit holder on the Agent, Lenders or any third party.

         14. The Borrower and Lenders acknowledge that the Permit and the
Property are not encumbered by any of the Loan Documents and are not subject to
foreclosure if the Borrower defaults. Any statement in the Permit or the Loan
Documents that creates or appears to create a security interest in the Permit or
the Property is ineffective and contrary to law.

         15. This Agreement shall terminate automatically when the Loan is
indefeasibly discharged in full. The Agent shall give the Forest Service notice
of repayment of the Loan.

         16. Nothing in this Agreement shall be construed to limit in any way
the sole discretion of the Forest Service to determine the allocation of
National Forest System lands, including decisions not to reauthorize any use
which may be inconsistent with a forest land and resource management plan or
applicable law.

         17. This Agreement is intended to foster consultation among the parties
in order to coordinate more effectively the fulfillment of their respective
rights and obligations.


<PAGE>

         18. The Borrower warrants that it has full authority to enter into this
Agreement, and covenants that it shall be binding on its representatives,
successors, and assigns.

         19. The undersigned officials of the Agent and the Forest Service
warrant that they have the delegated authority to execute this Agreement.

UNITED STATES DEPARTMENT OF AGRICULTURE,
FOREST SERVICE


By:
     ------------------------------------------------
Title:  Forest Supervisor, Lake Tahoe Basin Management Unit
Date:
       ----------------------------------------------

HEAVENLY VALLEY, LIMITED PARTNERSHIP

BY:  HEAVENLY CORPORATION, GENERAL PARTNER

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

FLEET NATIONAL BANK, N.A., as Administrative Agent for itself and the other
Lenders

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





<PAGE>
                                   EXHIBIT H


                            ASSIGNMENT AND ACCEPTANCE

                                Dated as of , 20

         Reference is made to the TERM LOAN AGREEMENT, dated as of November ,
2001 (as from time to time amended and in effect, the "Loan Agreement"), by and
among HEAVENLY VALLEY LIMITED PARTNERSHIP, a Nevada limited partnership (the
"Borrower"), the financial institutions referred to therein as Lenders
(collectively, the "Lenders"), and FLEET NATIONAL BANK, a national banking
association, as administrative agent (in such capacity, the "Agent") for the
Lenders. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Loan Agreement.

         ________________________________(the "Assignor") and
         ___________________________ (the "Assignee") hereby agree as follows:


         1. Assignment. Subject to the terms and conditions of this Assignment
and Acceptance, the Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes without recourse to the Assignor, a $
interest in and to the rights, benefits, indemnities and obligations of the
Assignor under the Loan Agreement equal to percent ( %) in respect of the Term
Loan immediately prior to the Effective Date (as hereinafter defined).

         2. Assignor's Representations. The Assignor (i) represents and warrants
that (A) it is legally authorized to enter into this Assignment and Acceptance,
(B) as of the date hereof, its Commitment is $ , its Commitment Percentage is
percent ( %), the aggregate outstanding principal balance of its Term Loan
equals $ (after giving effect to the assignment contemplated hereby but without
giving effect to any contemplated assignments which have not yet become
effective), and (C) immediately after giving effect to all assignments which
have not yet become effective, the Assignor's Commitment Percentage will be
sufficient to give effect to this Assignment and Acceptance, (ii) makes no
representation or warranty, express or implied, and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Loan Agreement or any of the other Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Agreement, any of the other Loan Documents or any other instrument
or document furnished pursuant thereto or the attachment, perfection or priority
of any security interest or mortgage, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder free and clear
of any claim or encumbrance; (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or any other Person primarily or secondarily liable in respect of any
of the Obligations, or the performance or observance by the or any other Person
primarily or secondarily liable in respect of any of the Obligations of any of
its obligations under the Loan Agreement or any of the other Loan Documents or
any other instrument or document delivered or executed pursuant thereto; and
(iv) attaches hereto the Term Note delivered to it under the Loan Agreement.


<PAGE>
                                       2


         The Assignor requests that the Borrower exchange the Term Note for new
Term Notes payable to the Assignor and the Assignee as follows:
@@

                      Notes Payable to                      Amount of
                      the Order of:                         Term Note

                      Assignor                              [$*]
                      Assignee                              [$*]
@@

         3. Assignee's Representations. The Assignee (i) represents and warrants
that (A) it is duly and legally authorized to enter into this Assignment and
Acceptance, (B) the execution, delivery and performance of this Assignment and
Acceptance do not conflict with any provision of law or of the charter or
by-laws of the Assignee, or of any agreement binding on the Assignee, (C) all
acts, conditions and things required to be done and performed and to have
occurred prior to the execution, delivery and performance of this Assignment and
Acceptance, and to render the same the legal, valid and binding obligation of
the Assignee, enforceable against it in accordance with its terms, have been
done and performed and have occurred in due and strict compliance with all
applicable laws; (ii) confirms that it has received a copy of the Loan
Agreement, together with copies of the most recent financial statements
delivered pursuant to ss.7.1(a) thereof and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Assignment and Acceptance; (iii) agrees that it will,
independently and without reliance upon the Assignor, the Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Agreement; (iv) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the Loan
Agreement and the other Loan Documents as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
and (v) agrees that it will perform in accordance with their terms all the
obligations which by the terms of the Loan Agreement are required to be
performed by it as a Lender.

         4. Effective Date. The effective date for this Assignment and
Acceptance shall be , 20 (the "Effective Date"). Following the execution of this
Assignment and Acceptance, each party hereto shall deliver its duly executed
counterpart hereof to the Agent for consent by the Agent and recording in the
register by the Agent. Schedule 1 to the Loan Agreement shall thereupon be
replaced as of the Effective Date by the Schedule 1 annexed hereto.

         5. Rights Under Loan Agreement. Upon such acceptance and recording,
from and after the Effective Date, (i) the Assignee shall be a party to the Loan
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder, and (ii) the Assignor shall,
with respect to that portion of its interest under the Loan Agreement assigned
hereunder, relinquish its rights and be released from its obligations under the

<PAGE>
                                       3


Loan Agreement; provided, however, that the Assignor shall retain its rights to
be indemnified pursuant to ss.12 of the Loan Agreement with respect to any
claims or actions arising prior to the Effective Date.

         6. Payments. Upon such acceptance of this Assignment and Acceptance by
the Agent and such recording, from and after the Effective Date, the Agent shall
make all payments in respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other amounts) to the
Assignee. The Assignor and the Assignee shall make any appropriate adjustments
in payments for periods prior to the Effective Date by the Agent or with respect
to the making of this assignment directly between themselves.

         7. Governing Law. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO
CONFLICT OF LAWS).

         8. Counterparts. This Assignment and Acceptance may be executed in any
number of counterparts which shall together constitute but one and the same
agreement.

<PAGE>



         IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.

                                                     [ASSIGNOR]



                                By:_____________________________________________
                                   Name:
                                   Title:

                                                     [ASSIGNEE]



                                By:_____________________________________________
                                   Name:
                                   Title:
CONSENTED TO:

FLEET NATIONAL BANK, as Agent



By:________________________________________
      Name:
      Title: