(Bilateral Form)              (ISDA Agreements Subject to New York Law Only)

                                     ISDA(R)
              International Swaps and Derivatives Association, Inc.
                              CREDIT SUPPORT ANNEX
                             to the Schedule to the

                              ISDA Master Agreement
           ..........................................................
                                   May 12,1998
                     dated as of ...........................

                                     between

BankBoston, N.A.              and                    American Skiing Company

("Party A")                                               ("Party B")

This Annex  supplements,  form part of, and is subject to, the  above-referenced
Agreement,  is part of its Schedule and is a Credit Support  Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows:-

Paragraph I. Interpretation

(a)  Definitions  and  Inconsistency.  Capitalized  terms not otherwise  defined
herein or elsewhere in this  Agreement have the meanings  specified  pursuant to
Paragraph 12, and all  References in this Annex to Paragraphs  are to Paragraphs
of this  Annex.  In the event of any  inconsistency  between  this Annex and the
other provisions of this Schedule,  this Annex will prevail, and in the event of
any  inconsistency  between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.

(b) Secured  Party and  Pledgor.  All  references  in this Annex to the "Secured
Party"  will  be  to  either  party  when  acting  in  that   capacity  and  all
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity;  provided,  however, that if Other Posted Support is held by a
party to this Annex,  all  references  herein to that party as the Secured Party
with  respect  to  that  Other  Posted  Support  will be to  that  party  as the
beneficiary  thereof  and will not  subject  that  Support  or that party as the
beneficiary  thereof  to  provisions  of  law  generally  relating  to  security
interests and secured parties.

Paragraph 2. Security Interest

Each party,  as the Pledgor,  hereby pledges to the other party,  as the Secured
Party, as security for its Obligations,  and grants to the Secured Party a first
priority  continuing  security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral,  the
security  interest and lien granted  hereunder on that Posted Collateral will be
released immediately and, to the extent possible,  without any further action by
either party.

Paragraph 3. Credit Support Obligations

(a)  Delivery  Amount  Subject to  Paragraphs 4 and 5, upon a demand made by the
secured Party on or promptly  following a Valuation Date, if the Delivery Amount
for that Valuation  Date equals or exceeds the Pledgor's  will Transfer  Amount,
then the Pledgor will  Transfer to the Secured  Party  Eligible  Credit  Support
having a Value  as of the date of  Transfer  at  least  equal to the  applicable
Delivery Amount (rounded  pursuant to Paragraph 13). Unless otherwise  specified
in  Paragraph  13,  the  "Delivery  Amount  applicable  to the  Pledgor  for any
Valuation Date will equal the amount by which:

         (i) the Credit Support Amount exceeds

         (ii) the Value as of that  Valuation  Date of all Posted Credit Support
held by the Secured Party.

(b) Return  Amount  Subject  to  Paragraphs  4 and 5, upon a demand  made by the
Pledgor on or promptly following a Valuation Date, if the Return Amount for that
Valuation Date equals or exceeds the Secured  Party's Minimum  Transfer  Amount,
then the  Secured  Party will  Transfer  to the Pledgor  Posted  Credit  Support
specified  by the  Pledgor  in that  demand  having  a Value  as of the  date of
Transfer  as close as  practicable  to the  applicable  Return  Amount  (rounded
pursuant to Paragraph  13).  Unless  otherwise  specified  in Paragraph  13, the
"Return  Amount'  applicable to the Secured  Party for any  Valuation  Date will
equal the amont by which:

          (i) the Value as of that  Valuation  Date of all Posted Credit Support
held by the Secured Party exceeds

         (ii) the Credit Support Amount.

"Credit Support Amount" means,  unless otherwise  Specified in Paragraph 13, for
any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all  Independent  Amounts  applicable to the Secured Party,  if any,
minus (iv) the Pledgor's Threshold;  provided,  however, that the Credit Support
Amount will be deemed to be zero  whenever  the  calculation  of Credit  Support
Amount yields a number less than zero.

          Paragraph 4. Conditions Precedent,  Transfer Timing,  Calculations and
Substitutions

(a)  Conditions   Precedent  Each  Transfer  obligation  of  the  Pledgor  under
Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii),  5 and
6(d) is subject to the conditions precedent that:

         (i) no Event  of  Default,  Potential  Event of  Default  or  Specified
         Condition  has  occurred  and is  continuing  with respect to the other
         party, and

         (ii) no  Early  Termination  Date for  which  any  unsatisfied  payment
         obligations  exist has occurred or been  designated as the result of an
         Event of  Default  or  Specified  Condition  with  respect to the other
         party.

(b)  Transfer  Timing.  Subject to  Paragraphs  4(a) and 5 and unless  otherwise
specified,  if a demand for the Transfer of Eligible  Credit  supply,  or posted
Credit Support is made by the Notification Time, then the relevant Transfer will
be made not later than the close of business on the next Local  Business Day; if
a demand is made after the Notification Time, then the relevant Transfer will be
made not later than the close of  business  on the  second  Local  Business  Day
thereafter.

(c)  Calculations.  All  calculations  of Value and  Exposure  for  purposes  of
Paragraphs 3 and 6(d) will be made by the  Valuation  Agent as of the  Valuation
Time.  The  Valuation  Agent will notify each party (or the other party,  if the
Valuation Agent is a party) of its  calculations not later than the Notification
Time on the Local  Business Day following the  applicable  Valuation Date (or in
the case of Paragraph 6(d), following the date of calculation).

 (d)    Substitutions

        (i) Unless  otherwise  specified  in  Paragraph  13,  upon notice to the
        Secured  Party  specifying  the items of  Posted  Credit  Support  to be
        exchanged,  the Pledgor may, on any Local Business Day,  Transfer to the
        secured Party substitute Eligible Credit Support (the "Substitute Credit
        Support"); and

         (ii) subject to Paragraph  4(a), the secured Party will Transfer to the
         Pledgor the items of Posted Credit Support  specified by the Pledgor in
         its notice not later than the Local  Business Day following the date on
         which the Secured Party receives the Substitute Credit Support,  unless
         otherwise specified in Paragraph 13 (the "Substitution Date"); provided
         that the Secured Party will only be obligated to Transfer Posted Credit
         Support  with a Value as of the date of Transfer of that Posted  Credit
         Support  equal to the  Value as of that date of the  Substitute  Credit
         Support.

Paragraph 5. Dispute Resolution

If a party (a "Disputing Party") disputes (1) the Valuation Agent's  calculation
of a Delivery  Amount or a Return  Amount or (II) the Value of any  Transfer  of
Eligible Credit Support or Posted Credit  Support,  then (1) the Disputing Party
will notify the other party and the Valuation  Agent (if the Valuation  Agent is
not the other party) not later than the close of business on the Local  Business
Day following (X) the date that the demand is made under Paragraph 3 in the case
of (I) above or (Y) the date of Transfer in the case of (.U) above,  (2) subject
to Paragraph 4(a), the appropriate  party will Transfer the undisputed amount to
the other party not later than the close of business on the Local  Business  Day
following (X) the date that the demand is made under  Paragraph 3 in the case of
(1) above Or (Y) the date of Transfer in the case of (II) above, (3) the parties
will  consult  with each other in an attempt to resolve  the  dispute and (4) if
they fail to Resolve the dispute by the Resolution Time, then:

         (i) In the case of a  dispute  involving  a  Delivery  Amount or Return
         Amount, unless otherwise Specified in Paragraph 13, the Valuation Agent
         will  recalculate  the Exposure  and the Value as of the  Recalculation
         Date by:

                  (A)   utilizing   any   calculations   of  Exposure   for  the
                  Transactions  (or Swap  Transactions)  that the  parties  have
                  agreed are not in dispute;

                  (B)  calculating  the Exposure for the  Transactions  (or Swap
                  Transactions) in dispute by seeking four actual  quotations at
                  mid-market  from  Reference   Market-makers  for  purposes  of
                  calculating  Market  Quotation,   and  taking  the  arithmetic
                  average of those  obtained;  provided that if four  quotations
                  are  not  available  for a  particular  Transaction  (or  Swap
                  Transaction),  then fewer than four quotations may be used for
                  that Transaction (or Swap  Transaction);  and if no quotations
                  are   available   for  a  particular   Transaction   (or  Swap
                  Transaction), then the Valuation Agent's original calculations
                  will be used for that Transaction (or Swap Transaction); and

                  (C) utilizing the  procedures  specified in.  Paragraph 13 for
                  Calculating the Value, if disputed, of Posted Credit Support.

         (ii) In the case of a dispute  involving  the Value of any  Transfer of
         Eligible Credit Support or Posted Credit  Support,  the Valuation Agent
         will  recalculate  the Value as of the date of  Transfer  pursuant  to)
         Paragraph 13.

Following a recalculation  pursuant to this Paragraph,  the Valuation Agent will
notify each party (or the other party,  if the  Valuation  Agent is a party) not
later  than the  Notification  Time on the  Local  Business  Day  following  the
Resolution  Time. The appropriate  party will, upon demand following that notice
by the  Valuation  Agent or a  resolution  pursuant  to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate transfer.

 Paragraph 6. Holding and Using Posted Collateral

(a)       Care Posted  Collateral  Without  limiting the Secured  Parties rights
          under Paragraph 6(c), the Secured Party will exercise  reasonable care
          to assure  the safe  custody of all  Posted  Collateral  to the extent
          required by applicable law, and in any event the secured Party will be
          deemed to have exercised  reasonable care if it exercises at least the
          same  degree  of care as it would  exercise  with  respect  to its own
          property.  Except as specified in the preceding sentence,  the Secured
          Party will have no duty with respect to Posted Collateral,  including,
          without limitation, any duty to collect any Distributions,  or enforce
          or preserve any rights pertaining thereto.

(b)     Eligibility to Hold Posted Collateral; Custodians.

         (i) General Subject to the satisfaction of any conditions  specified in
         Paragraph 13 for holding Posted  Collateral,  the Secured Party will be
         entitled  to  hold  Posted   Collateral  or  to  appoint  an  agent  (a
         "Custodian")  to hold Posted  Collateral  for the Secured  Party.  Upon
         notice by the  Secured  Party to the  Pledgor of the  appointment  of a
         Custodian,  the  Pledgor's  obligations  to make any  Transfer  will be
         discharged  by making the  Transfer to that  Custodian.  The holding of
         Posted  Collateral  by a Custodian  will be deemed to be the holding of
         that Posted  Collateral by the Secured Party for which the Custodian is
         acting.

         (ii)  Failure  to  Satisfy  Conditions.  If the  Secured  Party  or its
         Custodian   fails  to  satisfy  any   conditions   for  holding  Posted
         Collateral,  then upon a demand made by the Pledgor,  the Secured party
         will,  not later  than  five  Local  Business  Days  after the  demand,
         Transfer or cause its Custodian to Transfer all Posted  Collateral held
         by it to a Custodian that satisfies those  conditions or to the Secured
         Party if it satisfies those conditions.

         (iii)  Liability.  The  Secured  Party  will be liable  for the acts or
         omissions of its  Custodian to the extent that the Secured  Party would
         be liable hereunder for its own acts or omissions.

(c) Use of Posted  Collateral  Unless  otherwise  specified  in Paragraph 13 and
without  limiting the rights and obligations of the parties under  Paragraphs 3,
4(d)(ii),  5, 6(d) and 8, if the Secured  Party is not a Defaulting  Party or an
Affected  Party with Respect to a Specified  Condition and no Early  Termination
Date has  occurred  or been  designated  as the result of an Event of Default or
Specified  Condition with respect to the Secured  Party,  then the secured Party
will,  notwithstanding  Section 9-207 of the New York Uniform  Commercial  Code,
have the right to:

         (i) sell,  pledge,  rehypothecate,  assign,  invest use,  commingle  or
         otherwise  dispose  of, or  otherwise  use in its  business  any Posted
         Collateral  it  holds,  free  from any  claim  or  right of any  nature
         whatsoever of the Pledgor,  including any equity or right of redemption
         by the Pledgor, and

          (ii) register any Posted  Collateral in the name of the Secured Party,
         its Custodian or a nominee for either.

For purposes of the  obligation to Transfer  Eligible  Credit  Support or Posted
Credit  Support  pursuant  to  paragraphs  3 and 5 and any  rights  or  remedies
authorized under this Agreement, the Secured Party will be deemed to continue to
hold all Posted Collateral and to receive Distributions made thereon, regardless
of whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

 (d)    Distributions and Interest Amount,

        (i)  Distributions.  Subject to  Paragraph  4(a),  if the Secured  Party
        receives or is deemed to receive  Distributions on 2 Local Business Day,
        it will  Transfer  to the  Pledgor  not later than the  following  Local
        Business  Day any  Distributions  it receives or is deemed to receive to
        the extent that a Delivery  Amount  would not be created or increased by
        that  Transfer,  as calculated  by the Valuation  Agent (and the date of
        calculation will be deemed to be a Valuation Date for this purpose).

          (iii) Interest amount Unless  otherwise  specified in Paragraph 13 and
         subject to Paragraph 4(a), in lieu of any interest,  dividends or other
         amounts  paid or  deemed  to have  been  paid  with  respect  to Posted
         Collateral  in the form of Cash  (all of which may be  Retained  by the
         Secured  Party),  the Secured Party will Transfer to the Pledgor at the
         times  specified in Paragraph 13 the Interest Amount to the extent that
         a Delivery  Amount would not be created or increased by that  Transfer,
         as calculated by the Valuation Agent (and the date of calculation  will
         be deemed to be a Valuation Date for this purpose). The Interest Amount
         or portion  thereof not  Transferred  pursuant to this  Paragraph  will
         constitute Posted Collateral in the form of Cash and will be subject to
         the security interest granted under Paragraph 2.

Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if.

         (i) that party fails (or fails to cause its  Custodian)  to make,  when
         due,  any Transfer of Eligible  Collateral,  Posted  Collateral  or the
         Interest  amount,  as  applicable,  required  to be made by it and that
         failure  continues  for two Local  Business  Days after  notice of that
         failure is given to that party;

         (ii) that party fails to comply  with any  Restriction  or  prohibition
         specified in this Annex with respect to any of the rights  specified in
         Paragraph 6(c) and that failure  continues for five Local Business Days
         after notice of that failure is given to that party; or
iii) that party  fails to comply  with or perform any  agreement  or  obligation
other  than  those  specified  in  Paragraphs  7(i) and 7(ii)  and that  failure
continues for 30 days after notice of that failure is given to that party.


Paragraph 8. Certain Rights and Remedies

(a)     Secured  Party's  Rights  and  Remedies.  If at any time (1) an Event of
        Default or  Specified  Condition  with respect to the Pledgor has and is
        continuing  or (2) an  Early  Termination  Date  has  occurred  or  been
        designated  as the result of an Event of Default or Specified  Condition
        with respect to the Pledgor,  then,  unless the Pledgor has paid in full
        all of its Obligations that are then due, the Secured Party may exercise
        one or more of the following rights and remedies:


         (i)  all  rights  and  remedies  available  to a  secured  party  under
         applicable  law with respect to Posted  Collateral  held by the Secured
         Party;

         (ii) any other rights and remedies available to the Secured Party under
         the terms of Other Posted Support, if any-,

         (iii) the right to Set-off  any  amounts  payable by the  Pledgor  with
         respect to any  Obligations  against any Posted  collateral or the Cash
         equivalent of any Posted  Collateral  held by the Secured Party (or any
         obligation of the Secured  Party to Transfer  that Posted  Collateral);
         and

         (iv) the right to liquidate any Posted  Collateral  held by the Secured
         Party through one or more public or private sales or other dispositions
         with such notice, if any, as may be required under applicable law, free
         from  any  claim  or right of any  nature  whatsoever  of the  Pledgor,
         including  any equity or right of  redemption  by the Pledgor (with the
         Secured  Party  having the right to  purchase  any or all of the Posted
         Collateral  to be  sold)  and  to  apply  the  proceeds  (or  the  Cash
         equivalent thereto from the liquidation of the Posted Collateral to any
         amounts  payable by the Pledgor with respect to any Obligations in that
         order as the Secured Party may elect.

Each  party  acknowledges  and  agrees  that  Posted  Collateral  in the form of
securities may decline  speedily in value and is of a type customarily sold on a
recognized market, and, accordingly, the Pledgor is not entitled to prior notice
of any sale of that Posted  Collateral by the Secured  Party,  except any notice
that is Required under applicable law and cannot be waived.

 (b) Pledgor's Rights and Remedies if at any time an Early  Termination Date has
occurred or been  designated  as the result of an Event of Default or  Specified
Condition  with  respect to the Secured  Party,  then  (except in the case of an
Early   Termination  Date  relating  to  less  than  all  Transaction  (or  Swap
Transactions)  where the Secured  Party has paid in full all of its  obligations
that are then due under Section 6(e) of this Agreement):

         (i) the Pledgor may  exercise  all rights and  remedies  available to a
         pledgor under applicable law with respect to Posted  Collateral held by
         the Secured Party;

         (ii) the Pledgor may exercise  any other rights and remedies  available
to the Pledgor under the terms of Other Posted Support, if any;

         (iii) the Secured Party will be obligated  immediately  to Transfer all
Posted Collateral and the Interest Amount to the Pledgor, and

         (iv) to the extent that Posted Collateral or the Interest Amount is not
         so Transferred pursuant to (iii) above, the Pledgor may-.

         (A)  Set-off any amounts  payable by the  Pledgor  with  respect to any
Obligations  against any Posted  Collateral or the Cash equivalent of any Posted
Collateral  held by the Secured Party (or any obligation of the secured Party to
Transfer that Posted Collateral); and

         (B) to the extent  that the  Pledgor  does not  Set-off  under  (iv)(A)
above,  withhold  payment of any remaining  amounts  payable by the Pledgor with
respect to any Obligations,  up to the Value of any remaining Posted  Collateral
held by the Secured  Party,  until that Posted  Collateral is Transferred to the
Pledgor.

(c)  Deficiencies  and Excess  Proceeds.  The Secured Party will Transfer to the
Pledgor any proceeds and Posted  Credit  Support  remaining  after  liquidation,
Set-off and/or  application under Paragraphs 8(a) and 8(b) after satisfaction in
full of all amounts payable by the Pledgor with respect to any Obligations;  the
Pledgor in all events will remain liable for any amounts  remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and g(b).

(d) Final  Returns.  When no amounts are or thereafter may become payable by the
Pledgor  with Respect to any  Obligations  (except for any  potential  liability
under  Section 2(d) of this  Agreement),  the Secured Party will Transfer to the
Pledgor all Posted Credit Support and the Interest Amount, if any.

  Paragraph 9. Representations

Each party represents to the other party (which  representations  will be deemed
to be repeated as of each date on, which it, as the Pledgor,  Transfers Eligible
Collateral) that:

         (i) it has the power to grant a  security  interest  in and lien on any
Eligible  Collateral  it  Transfers  as the Pledgor and has taken all  necessary
actions to authorize the granting of that security interest will lien;

         (ii) it is the sole owner of or otherwise has the right to transfer all
Eligible Collateral it Transfers to the secured Party hereunder,  free and clear
of any security interest, lien, encumbrance or other restrictions other than the
security interest and lien granted under Paragraph 2;

         (iii) upon the Transfer of any Eligible Collateral to the Secured Party
under the term of this Annex,  the Secured Party will have a valid and perfected
first priority  security  interest  therein  (assuming that any central clearing
corporation or any third-party financial intermediary or other entity not within
the control of the Pledgor involved in the Transfer of that Eligible  Collateral
gives the notices and takes the action  Required of it under  applicable law for
perfection of that interest); and

         (iv) the performance by it of its obligations under this Annex will not
result in the creation of any security  interest,  lien or other  encumbrance on
any Posted  Collateral  other than the security  interest and lien granted under
Paragraph 2.


Paragraph 10.  Expenses

(a)     General Except as otherwise provided in Paragraphs 10(b) and 10(c), each
        party will pay its own costs and expenses in connection  with performing
        its  obligations  under this Annex and neither  party will be liable for
        any  costs  and  expenses  incurred  by the  other  party in  connection
        herewith.

(b) Posted  Credit  Support.  The Pledgor will  promptly pay when due all taxes,
assessments  or charges of any nature  that are imposed  with  respect to Posted
Credit Support held by the secured Party becoming aware of the same,  regardless
of whether any portion of that Posted Credit Support is subsequently disposed of
under  Paragraph  6(c),  except for those  taxes,  assessments  and charges that
result from the exercise of the Secured Party's Rights under Paragraph 6(c).

(c)        Liquidation/Application of Posted Credit Support All reasonable costs
           and  expenses  incurred by or on behalf of the  Secured  Party or the
           Pledgor in connection with the liquidation  and/or application of any
           Posted Credit  Support under  Paragraph 8 will be payable,  on demand
           and  pursuant  to the  Expenses  Section  of this  Agreement,  by the
           Defaulting Party or, if there is no Defaulting Party,  equally by the
           parties.

Paragraph 11.  Miscellaneous

(a) Default Interest. A Secured Party that fails to make, when due, any Transfer
of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor
(to the extent  permitted  under  applicable law) an amount equal to interest at
the Default  Rate  multiplied  by the Value of the items of  property  that were
required to be Transferred, from (and including) the date that Posted Collateral
or interest Amount was required to be Transferred to (but excluding) the date of
Transfer of that Posted  Collateral  or Interest  Amount.  This interest will be
calculated  on the  basis of daily  compounding  and the  actual  number of days
elapsed.

(b) Further  Assurances.  Promptly following a demand made by a party, the other
party will execute,  deliver, file and record any financing statement,  specific
assignment or other  document and take any other action that may be necessary or
desirable and reasonably requested by that party to create, preserve, perfect or
validate any security interest or lien granted under Paragraph 2, to enable that
party to exercise or enforce its rights  under this Annex with respect to Posted
Credit  Support or an  Interest  Amount or to effect or  document a release of a
security interest on Posted Collateral or an Interest Amount.

 (c) Further  Protection.  The Pledgor will  promptly give notice to the Secured
Party of, and defend any suit,  action,  proceeding or lien that involves Posted
Credit  Support  Transferred by the Pledgor or that could  adversely  affect the
security  interest and lien  granted by it under  Paragraph 2, unless that suit,
action,  proceeding  or lien results  from the  exercise of the Secured  Party's
rights under Paragraph 6(c).

(d) Good Faith and Commercally.Reasonable Manner. Performance of all obligations
under this Annex,  including,  but not limited to, all calculations,  valuations
and  determinations  made by either  party,  will be made in good faith and in a
commercially reasonable manner.

(e) Demands  and  Notices.  All  demands and notices  made by a party under this
Annex will be made as specified in the Notices Section of this Agreement, except
as otherwise provided in Paragraph 13.

(f)  Specifications  of Certain Matters.  Anything  referred to in this Annex as
being  specified  in  Paragraph  13  also  may  be  specified  in  one  or  more
Confirmations or other documents and this Annex will be construed accordingly.

  Paragraph 12.  Definitions

  As used in this Annex,-
  "Cash' means the lawful currency of the United States of America.
  "Credit Support Amount,  has the meaning specified in Paragraph 3. "Custodian"
  has the meaning specified in
  Paragraphs 6(b)(i) and 13.
  "Delivery   Amount'   has   the   meaning   specified   in   Paragraph   3(a),
  "Disputing,Party" has the meaning specified in Paragraph 5.
  "Distributions'  means with respect to Posted  Collateral other than Cash, all
  principal,  interest  and other  payments and  distributions  of cash or other
  property  with respect  thereto,  Regardless  of whether the Secured Party has
  disposed of that Posted  Collateral under paragraph 6(c).  Distributions  will
  not  include  any item of  property  acquired  by the  Secured  Party upon any
  disposition or liquidation of Posted Collateral or, with Respect to any Posted
  Collateral in the form of Cash, any  distributions on that collateral,  unless
  otherwise specified herein.

"Eligible  Collateral"  means,  with  respect  to a party,  the  items.  if any,
specified as such for that party in Paragraph 13.

'Eligible Credit Support means Eligible Collateral and Other Eligible Support.

"Exposure  " means for any  Valuation  Date or other date for which  Exposure is
calculated  and subject to  Paragraph 5 in the case of a dispute,  the amount if
any,  that would be payable  to a party that is the  Secured  Party by the other
party  (expressed as a positive  number) or by a party that is the Secured Party
to the  other  party  (expressed  as a  negative  number)  pursuant  to  Section
6(c)(ii)(2)(A)  of this Agreement as if all Transactions (or Swap  Transactions)
were being  terminated as of the relevant  Valuation Time;  provided that Market
Quotation  will be  determined  by the  Valuation  Agent using its  estimates at
mid-market of the amounts that would be paid for  Replacement  Transactions  (as
that term is defined in the definition of "Market Quotation).

'Independent  Amount' means,  with respect to a party,  the amount  specified as
such for that party in Paragraph 13; if no amount is specified, zero.

'Interest Amount" means,  with respect to an Interest Period,  the aggregate sum
of the Amounts of interest  calculated  for each day in that interest  period on
the  principal  amount  of  Posted  Collateral  in the form of Cash  held by the
secured Party on that day,  determined by the secured Party for each such day as
follows:

(x)      the amount of that Cash on that; multiplied by

(y)      the Interest Rate  in effect for that day; divided by

(z)      360.

"Interest  Period' means the period from (and including) the last Local Business
Day on which an Interest Amount was  Transferred  (or, if no Interest Amount has
yet been  Transferred,  the Local Business Day on which Posted Collateral in the
form of Cash was  Transferred  to or  received  by the  Secured  Party)  to (but
excluding) the Local Business Day on which the current  Interest Amount is to be
Transferred.

'Interest -Rate' means the rate specified in Paragraph 13.

"Local  Business  Day,',  unless  otherwise  specified in Paragraph  13, has the
meaning  specified in the  Definitions  Section of this  Agreement,  except that
references  to a  payment  in clause  (b)  thereof  will be deemed to  include a
Transfer under this Annex.

"Minimum  Transfer Amount" means,  with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"Notification Time' has the meaning specified in Paragraph 13.

"Obligations" means, with respect to a party, all present and future obligations
of that party under this Agreement and any additional  obligations specified for
that party in Paragraph 13.

"Other  Eligible  Support"  means,  with respect to a party,  the items, if any,
specified as such for that party in Paragraph 13.

"Other Posted  Support  'means all Other  Eligible  Support  Transferred  to the
Secured Party that remains in effect for the benefit of that Secured Party.

'Pledgor'  means either  party,  when that party (i) receives a demand for or is
required to Transfer  Eligible  Credit Support under  Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

'Posted   Collateral"   means   all   Eligible   Collateral,   other   property,
Distributions,  and all  proceeds  thereof  that  have  been  transferred  to or
received  by the  Secured  Party  under  this Annex and not  Transferred  to the
Pledgor  pursuant  to  Paragraph  3(b),  4(d)(E) or 6(d)(i) or  released  by the
Secured  party under  Paragraph  8. Any Interest  Amount or portion  thereof not
Transferred  pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

"Posted Credit Support" means Posted Collateral and Other Posted Support.

"Recalculation  Date"  means the  Valuation  Date that gives rise to the dispute
under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs
under   Paragraph  3  prior  to  the   resolution  of  the  dispute,   then  the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"Resolution Time" has the meaning specified in Paragraph 13.
'Return Amount" has the meaning specified in Paragraph 3(b).
'Secured Party' means either party, when that Party (i) makes a demand for or is
entitled to receive  Eligible  Credit Support under Paragraph 3(a) or (ii) bolds
or is deemed to hold Posted Credit Support

'Specified  Condition'  means,  with respect to a party,  any event specified as
such for that party in Paragraph 13. "Substitute Credit Support" has the meaning
specified in Paragraph 4(d)(i).
"Substitution Date has the meaning Specified in Paragraph 4(d)(ii).
"Threshold"  means,  with respect to a party,  the amount  specified as such for
that party in Paragraph 13; if no amount is specified, zero.

'Transfer'  means,  with respect to any Eligible Credit  Support,  Posted Credit
Support or Interest  Amount,  and in  accordance  with the  instructions  of the
Secured Party, Pledgor or Custodian, as applicable:

(i) in the case of Cash,  payment  or  delivery  by wire  into one or more  bank
accounts specified by the recipient;

(ii) in the case of certificated  securities that cannot be paid OT delivered by
book-entry, payment or delivery in appropriate physical form to the recipient or
its  account   accompanied  by  any  duly  executed   instruments  of  transfer,
assignments in blank,  transfer tax stamps and any other documents  necessary to
constitute a legally valid transfer to the recipient;



(iii) in the case of securities that can be paid or delivered by bookentry,  the
giving of written  instructions to the relevant depository  institution or other
entity  specified by the recipient,  together with a written copy thereof to the
recipient  sufficient if complied with to result in a legally effective transfer
of the relevant interest to the recipient; and

(iv) in the case of Other Eligible Support or Other Posted Support, as specified
in Paragraph 13.

 "Valuation Agent"  has the meaning specified in Paragraph 13.

"Valuation Date" means each date specified in or otherwise  determined  pursuant
to  Paragraph  13.  "Valulation  Percentage  means,  for any  item  of  Eligible
Collateral, the percentage specified in Paragraph 13.
"Valuation Time"  has the meaning specified in Paragraph 13.
"Value means for any Valuation  Date or other date for which Value is calculated
and subject to Paragraph 5 in the case of a dispute, with respect to:

(i)     Eligible Collateral or Posted Collateral that is:

(A) Cash, the amount thereof; and

(B) a security,  the bid price obtained by the Valuation Agent multiplied by the
    applicable Valuation Percentage, if any;

(ii) Posted Collateral that consists of items that are not specified as Eligible
Collateral, zero; and

(iii) Other Eligible Support and Other Posted Support, as specified in Paragraph
13.


Paragraph 13 to the ISDA Credit Support Annex


BankBoston, N.A.     and   American Skiing Company
("Party A")                    ("Party B")

Paragraph 13.  Elections and Variables

(a)        Security Interest for  "Obligations".  The term "Obligations" as used
           in this Annex  means all present  and future  obligations  under this
           Agreement or any other contractual arrangement between the Pledgorand
           the Secured  Party or between the  Pledgor and any  Affiliate  of the
           Secured Party.

(b) Credit Support Obligations.

(i)     Delivery Amount, Return Amount and Credit Support Amount.

(A) "Delivery Amount" has the meaning specified in Paragraph 3(a).

(B) "Return Amount" has the meaning specified in Paragraph 3(b).

(C) "Credit Support Amount" has the meaning specified in Paragraph 3.

      (D)  Addition to  Paragraph 3. The  following  subparagraph  (c) is hereby
added to Paragraph 3 of this Annex:

(c) No offset.  On any  Valuation  Date, if (i) each party is required to make a
Transfer under  Paragraph 3(a) or (ii) each party is required to make a Transfer
under Paragraph 3(b), then such obligations will not offset each other.

(ii)  Eligible  Collateral.  The  following  items  will  qualify  as  "Eligible
Collateral" for Party B:

     Valuation
                                              Percentage




(A)      Cash                                 100%


(B)  negotiable  debt  obligations  issued by the 98% U.S.  Treasury  Department
 having an original maturity
at issuance of not more than one year ("Treasury Bills")


(C)  negotiable  debt  obligations  issued by the U.S.  Treasury 95%  Department
having an original  maturity at issuance of more than one year but not more than
10 years ("Treasury Notes")


(D)      negotiable debt obligations issued by the            95%
         Department having an original
         maturity at issuance of more than 10 years
         ("Treasury Bonds")

(E) Other:

(aa) Agency Securities regardless                            95%
of original maturity at issuance

         As used herein,  "Agency  Securities" means negotiable debt obligations
which are fully  guaranteed  as to both  principal  and  interest by the Federal
National Mortgage  Association,  the Government National Mortgage Association or
the Federal Home Loan Mortgage Corporation,  but shall exclude (i) interest only
and principal only securities and (ii) Collateralized Mortgage Obligations (i.e.
CMOs),  Real  Estate  Mortgage  Investment  Conduits  (i.e.  REMICS) and similar
derivative securities.

(bb) Any other  securities as may be acceptable to the Secured Party in its sole
discretion with such Valuation Percentage as determined by the Secured Party, in
its sole  discretion,  at the time such other securities are offered as Eligible
Credit Support by the Pledgor.

         (iii) Other Eligible Support.  Except as provided above, there shall be
         no "Other Eligible Support" for purposes of this Annex.

(iv)    Thresholds.

(A)  "Independent  Amount" means (i) with respect to Party A, zero and (ii) with
respect  to Party B and any  Transaction,  the amount  specified  as such in the
relevant Confirmation.

(B) "Threshold" means $13,500,000.

(C) "Minimum Transfer Amount" means $ 100,000.

(D) Rounding.  The Delivery  Amount and the Return Amount will be rounded up and
down, respectively, to the nearest integral multiple of $ 10,000.

(c)      Valuation and Timing.

(i)      "Valuation Agent'  means Party A.

(ii)     "Valuation Date" means any Local Business Day.

    (iii)"Valuation  Time" means the close of business on the Local Business Day
immediately preceding the Valuation Date or date of calculation,  as applicable,
provided  that  the  calculations  of  Value  and  Exposure  will  be made as of
approximately the same time on the same date.

(iv)  "Notification  Time' means 11:00 a.m.,  New York time, on a Local Business
Day.

(d) Conditions  Precedent and Secured Party's Right and Remedies.  The following
Termination  Event(s) will be a "Specified  Condition " for the party  specified
(that  party  being the  Affected  Party if the  Termination  Event  occurs with
respect to that party):
                                                       Party A          Party B

  Illegality                                           [X]              [X]
  Credit Event Upon Merger                             [X]              [X]


(e)     Substitution.

(i)     "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

(ii)  Consent.  Inapplicable;  provided  that the  Pledgor  may only  request  a
substitution  if the  amount of Posted  Credit  Support  to be  substituted  for
exceeds the Minimum Transfer Amount applicable to the Pledgor.

(f)     Dispute Resolution.

         (i)  "Resolution  Time"  means 1:00 p.m.,  New York time,  on the Local
         Business Day following the date on which the notice is given that gives
         rise to a dispute under Paragraph 5.

                (ii) Value- For the purpose of Paragraphs 5(i)(C) and 5(ii), the
Value of Posted  Credit  Support  consisting of (x) Cash will be the face amount
thereof,  and (y) securities  will be calculated  based on the bid quotations of
any generally recognized dealer in the relevant securities (which may include an
affiliate  of Party A) and adding  thereto any accrued  interest  (except to the
extent such accrued  interest has been  Transferred  to a party pursuant to this
Annex or included in the  applicable bid  quotation),  in each case (x) and (y),
multiplied by the applicable Valuation Percentage.

(iii) Alternative. The provisions of Paragraph 5 will apply.

(g)     Holding and Using Posted Collateral.

         (i) Eligibility to Hold Posted Collateral;  Custodians. Party A will be
         entitled to hold Posted  Collateral  pursuant to Paragraph 6(b) without
         using a Custodian provided Party A is not a Defaulting Party.

        (ii) Use of Posted  Collateral  The  provisions  of Paragraph  6(c) will
apply to both parties.

(h)     Distributions and Interest Amount.

(i)     Interest Rate. The "Interest Rate" for any day will be zero.

(ii) Transfer of interest Amount.  The provisions of Paragraph 6(d)(ii) will not
apply.

(i)      Additional Representation(s).

         Not applicable.

         Other Eligible Support and Other Posted Support.

         (i) "Value"  with  respect to Other  Eligible  Support and Other Posted
Support shall not be applicable.

        (ii) "Transfer' with respect to Other Eligible  Support and Other Posted
Support shall not be applicable.

(k)      Demands and Notices:

         All demands,  specifications  and notices under this Annex will be made
         pursuant to the Notices  Section of this  Agreement,  unless  otherwise
         specified here:

Party A:          100 Federal Street
                  Boston, Massachusetts 021 1 0
                  Attention: Derivatives Operations - Collateral 
                  (Mail Stop 01-12-02)
                  Fax No.: (617) 434-0505

Party B:          Sunday River Road, P.O. Box 450
                  Bethel, Maine 04217
                  Attention: Mr. Thomas M. Richardson, Sr.  Vice President
                  Fax No.: (207) 824-5158

(1)      Other Provisions.

    (i)  Severability.  Any  provision  of this  Annex  which is  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability,  without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

    (ii)  Successors.  This Annex and all  obligations of the Pledgor  hereunder
shall be binding  upon the  successors  and  assigns of the  Pledgor  and shall,
together with the rights and remedies of the Secured Party  hereunder,  inure to
the benefit of the Secured Party and its respective successors and assigns.

    (iii)No Third Party  Rights.  This Annex has been and is made solely for the
benefit of Party A and Party B and their respective  successors and assigns, and
no other person or entity shall  acquire or have any right under or by virtue of
this Annex.

    (iv) Local Business Day.  Notwithstanding anything to the contrary contained
in this Annex or the Agreement,  the term Local Business Day shall,  in addition
to any other meaning  specified  herein,  also include a day on which commercial
banks are open for business  (including dealings in foreign exchange and foreign
currency deposits) in New York, New York and Boston, Massachusetts.

    (v) Agreement as to Single  Secured  Party and Pledgor.  Party A and Party B
agree  that,  notwithstanding  anything  to the  contrary in the recital to this
Annex,  Paragraph l(b) or in Paragraph 2 or the definitions in Paragraph 12, (A)
the term "Secured  Party" as used in this Annex means only Party A, (B) the term
"Pledgor"  as used in this Annex  means only Party B, (C) only Party B makes the
pledge and grant in Paragraph  2, the  acknowledgment  in the final  sentence of
Paragraph g(a) and the  representations in Paragraph 9 and otherwise herein, and
(D) only Party B will be required to make  Transfers of Eligible  Credit Support
hereunder.

(vi)    Liquidation of Equity Collateral.

    (x) If the  Secured  Party  wishes  to  sell  any or all  Posted  Collateral
consisting of equity securities ("Equity  Collateral")  pursuant to Paragraph 8,
and  determines,  in its sole and absolute  discretion,  that it is necessary or
advisable  to  effect  a  public  registration  of all or  any  of  such  Equity
Collateral  pursuant to the  Securities  Act of 1933, as amended (or any similar
statutes then in effect) (the "Act"), then Pledgor will, at its own expense:

(A) execute and  deliver,  and use its best  efforts to cause each issuer of the
shares  comprising  such Equity  Collateral  (and such  issuer's  directors  and
officers) to execute and deliver, all such instruments and documents,  and do or
cause to be done all  such  other  acts and  things  as may,  in the  reasonable
judgment of the Secured Party,  be necessary or advisable to register the shares
comprising  such  Equity  Collateral  under  the Act and to  cause  the  related
registration  statement to become  effective  and to remain  effective  for such
period as may be required by law, and to make all  amendments  thereto and/or to
the related  prospectus  that, in the reasonable  judgment of the Secured Party,
are  necessary or advisable,  all in  conformity  with the Act and the rules and
regulations promulgated thereunder; and

(B) use its best efforts to (1) qualify such shares  under,  and cause each such
issuer to comply with,  the  provisions of the  securities or "Blue Sky" laws of
any jurisdiction  designated by the Secured Party and (2) cause each such issuer
to make available to its security holders,  as soon as practicable,  an earnings
statement that will satisfy the provisions of Section 11 (a) of the Act.

    (y)  Notwithstanding  anything  herein  to the  contrary,  upon an  Event of
Default  by the  Pledgor,  the  Secured  Party  may,  in its sole  and  absolute
discretion (subject only to applicable  requirements of law), sell all or any of
the  Equity   Collateral   by  private  sale  in  such  manner  and  under  such
circumstances  as the  Secured-  Party  may  deem  necessary  or  advisable  and
notwithstanding  that a  registration  statement  for all or any of such  Equity
Collateral could be or shall have been filed under the Act.  Without  limitation
on the  foregoing,  the Secured Party may approach and  negotiate  with a single
possible  purchaser  to  effect  such  sale  and/or  require  that any such sale
(including  one  held by  auction)  be  subject  to  restrictions  as to (A) the
financial  sophistication and ability of any person permitted to bid or purchase
at such sale,  (B) the  content of  legends to be placed  upon any  certificates
representing  the shares  comprising  the Equity  Collateral  sold in such sale,
including restrictions on future transfer thereof, (C) the representations to be
made by each person bidding or purchasing at such sale relating to that person's
access to financial  information  about the  Pledgor,  the issuer or the Secured
Party, and such person's  intentions as to the holding of the shares  comprising
the Equity Collateral so sold for investment,  for its own account, and not with
a view to the  distribution  thereof,  and (D) such other matters as the Secured
Party may deem  necessary or advisable in order that such sale,  notwithstanding
any  failure so to  register,  may be effected  in  compliance  with the Uniform
Commercial  Code as in  effect  in any  relevant  jurisdiction  and  other  laws
affecting the enforcement of creditors' rights, the Act and all applicable state
securities laws.

         IN WITNESS WHEREOF,  the parties hereto have executed this Annex on the
respective  dates set forth below and with effect from the date of the Agreement
unless otherwise indicated in Paragraph 13(a).

BankBoston, N.A.                      American Skiing Company


By: /s/ Robert G. Scott              By:/s/ Thomas Richardson
   --------------------------           ----------------------------
      Name:  Robert G. Scott             Name:  Thomas Richardson
      Title:  Managing Director          Title:  Chief  Financial Officer


Approval (for BankBoston, N.A. internal purposes only):