FIRST AMENDMENT TO
                                CREDIT AGREEMENT


                            Dated as of July 20, 1998


                                      Among

                                    ASC UTAH
                                 ASC WEST, INC.
                       STEAMBOAT SKI & RESORT CORPORATION
                        STEAMBOAT DEVELOPMENT CORPORATION
                    HEAVENLY VALLEY SKI & RESORT CORPORATION
                              HEAVENLY CORPORATION
                      HEAVENLY VALLEY, LIMITED PARTNERSHIP
                                  as Borrowers,


                            AMERICAN SKIING COMPANY,
                                  as Guarantor,


                            THE LENDERS PARTY HERETO,


                                BANKBOSTON, N.A.,
                            as Agent for the Lenders

                                       and

                            DLJ CAPITAL FUNDING, INC.
                     as Documentation Agent for the Lenders




<PAGE>




                       FIRST AMENDMENT TO CREDIT AGREEMENT



         This FIRST AMENDMENT TO CREDIT AGREEMENT is entered into as of July 20,
1998 by and among ASC UTAH, a Maine corporation ("ASC Utah"),  ASC WEST, INC., a
Maine corporation ("ASC West"),  STEAMBOAT SKI & RESORT CORPORATION,  a Delaware
corporation, STEAMBOAT DEVELOPMENT CORPORATION, a Delaware corporation, HEAVENLY
VALLEY SKI & RESORT CORPORATION, a Delaware corporation, HEAVENLY CORPORATION, a
Delaware  corporation,  HEAVENLY VALLEY,  LIMITED PARTNERSHIP,  a Nevada limited
partnership  of which  Heavenly  Valley Ski & Resort  Corporation  and  Heavenly
Corporation  own  all  of the  partnership  interests  (each  a  "Borrower"  and
collectively,  the  "Borrowers"),  AMERICAN SKIING COMPANY,  a Maine corporation
("American  Ski"),  the lenders from time to time party hereto (the  "Lenders"),
BANKBOSTON,  N.A., a national banking association, as Agent for the lenders from
time to time party  hereto (the  "Agent")  and DLJ  CAPITAL  FUNDING,  INC.,  as
Documentation  Agent  for  the  lenders  from  time to time  party  hereto  (the
"Documentation Agent") under the Credit Agreement referred to below.


                                    Recitals

         The Borrowers,  American Ski, the Lenders,  the Documentation Agent and
the Agent are parties to a Credit  Agreement  dated as of November  12, 1997 (as
amended, the "Credit Agreement"). The Borrowers and American Ski desire to amend
the Credit Agreement in various respects,  including  amending the definition of
Maximum Revolving Credit Amount to increase the amount available by $10,000,000.
The Agent,  the  Documentation  Agent and the  Lenders  are willing to amend the
Credit  Agreement on the terms and conditions set forth herein.  All capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Credit Agreement.

         NOW,  THEREFORE,  subject  to the  satisfaction  of the  conditions  to
effectiveness specified in Section 5, the Borrowers,  American Ski, the Lenders,
the Documentation Agent and the Agent hereby agree as follows:

          Section 1. Definitions.  Section 1.1 of the Credit Agreement is hereby
amended by deleting the  definition  of Maximum  Revolving  Credit Amount in its
entirety and substituting therefor the following:

                  "Maximum Revolving Credit Amount" shall mean as of any date of
         determination,  the lesser of (a) the applicable amount set forth below
         (as each such amount may be reduced  from time to time  pursuant to the
         mandatory reduction requirements of Section 4.1(c)):



<PAGE>







Closing Date through May 30, 1999                    $75,000,000
May 31, 1999 through May 30, 2000                     74,650,000
May 31, 2000 through May 30, 2001                     73,650,000
May 31, 2001 through May 30, 2002                     68,150,000
May 31, 2002 through May 30, 2003                     62,400,000
May 31, 2003 through May 30, 2004                     56,550,000

         or (b) the amount to which the Maximum Revolving Credit Amount may have
         been reduced pursuant to Section 2.12;  provided that if the obligation
         of the Lenders to make further Loans is terminated  upon the occurrence
         of an Event of Default,  the Maximum  Revolving Credit Amount as of any
         date of determination thereafter shall be deemed to be $0.

        Section 2. Revised  Revolving Credit Notes. The Agent, the Documentation
Agent,  the  Lenders,  American  Ski,  and the  Borrowers  hereby agree that the
Borrowers shall execute and deliver to the Lenders the Revolving Credit Notes in
the form of Exhibit A hereto to evidence the Revolving  Credit  Advances,  which
notes,  from and after  the date  hereof,  shall be  deemed to be the  Revolving
Credit  Notes under the Credit  Agreement.  Accrued  interest on the  Borrowers'
Revolving Credit Notes dated November 12, 1997, through the date hereof shall be
paid on the dates for payment thereof under the Credit Agreement.

          Section 3. Sale and Leaseback. Section 9.11 of the Credit Agreement is
hereby amended by inserting the following at the end of that section:

        Provided,  however,  that on or before July 31, 1998, ASC West, Inc. may
        sell or transfer  non-essential  equipment to American Ski and ASC East,
        in an aggregate amount of not greater than $500,000,  with the intention
        of taking  back a lease of the same  property,  so long as the rights in
        such  lease are  granted to the Agent,  all on terms  acceptable  to the
        Agent.  Such  equipment  shall be  transferred  or sold  subject  to the
        continuing  security  interest  of the Agent and the  Lenders  and shall
        continue to be Collateral.

          Section 4. Events of Default.  Section 10.1 of the Credit Agreement is
hereby  amended by  deleting  paragraph  (e)  clause  (ii) in its  entirety  and
substituting therefor the following:

        (ii) shall fail to observe or  perform  its  covenants,  agreements  and
        obligations  under any other material lease or other  agreement by which
        it is bound,  including the $25,000,000 leasing facility with BankBoston
        Leasing, Inc., dated as of July 20, 1998.

        Section  5.  Effectiveness;  Conditions  to  Effectiveness.  This  First
Amendment to Credit  Agreement  shall become  effective as of July 20, 1998 upon
execution hereof by the Borrowers,  the Lenders,  and the Agent and satisfaction
of the following conditions:

                  (a) Revolving Credit Notes. The Borrowers shall have delivered
        to the Lenders revised Revolving Credit Notes in the aggregate principal
        amount of $75,000,000,  in the form of Exhibit A hereto, in exchange for
        the outstanding Revolving Credit Notes dated November 12, 1997.

                  (b)  Officers'  Certificate.  The  Borrowers  and American Ski
        shall have  delivered to the Agent an Officers'  Certificate in the form
        of Exhibit B hereto.

                  (c) Opinion of Counsel.  The  Borrowers and American Ski shall
        have  delivered  to the Agent an  opinion of Pierce  Atwood,  counsel to
        American Ski and the Borrowers,  in form and substance  satisfactory  to
        the Agent.

                  (d)  Execution of the First  Amendment to Amended and Restated
        Credit  Agreement.  Execution  of the First  Amendment  to  Amended  and
        Restated Credit  Agreement among the ASC East Borrowers,  the Agent, the
        Documentation  Agent  and  the  Lenders  party  thereto   simultaneously
        herewith  and  the  compliance  by  the  ASC  East  Borrowers  with  all
        agreements  contained  in the First  Amendment  to Amended and  Restated
        Credit Agreement,  including satisfaction of all conditions precedent to
        effectiveness thereunder.

        Section 6.  Amendments  to  Mortgages.  American  Ski and the  Borrowers
hereby covenant that promptly following the execution and delivery of this First
Amendment to Credit  Agreement,  American Ski and the  Borrowers  shall duly and
properly record and file amendments to the Mortgages,  Collateral Assignments of
Leases,  Collateral Assignments of Income,  Assignments in Trust and Assignments
of Licenses,  reflecting the increase in the amount secured by  $10,000,000,  in
form and substance acceptable to the Agent.

        Section 7. Representations and Warranties;  No Default. American Ski and
the  Borrowers,  jointly  and  severally,  hereby  confirm  to the Agent and the
Lenders,  the  representations  and warranties of American Ski and the Borrowers
set forth in Article 5 of the Credit  Agreement  (as  amended  hereby) as of the
date  hereof,  as if set forth herein in full.  American  Ski and the  Borrowers
hereby  certify  that,  after  giving  effect to this First  Amendment to Credit
Agreement, no Default exists under the Credit Agreement (unless stated to relate
solely to an earlier  date,  in which case they were true and correct as of such
earlier date).

        Section 8.  Miscellaneous.  The Borrowers agree to pay on demand all the
Agent's  reasonable  expenses in preparing,  executing and delivering this First
Amendment  to Credit  Agreement,  and all  related  instruments  and  documents,
including, without limitation, the reasonable fees and out-of-pocket expenses of
the Agent's special counsel,  Goodwin, Procter & Hoar LLP. All references to the
Credit  Agreement in the Credit  Agreement,  the other Lender  Agreements or any
other  document  shall be deemed to refer to the  Credit  Agreement  as  amended
hereby. This First Amendment to Credit Agreement shall be a Lender Agreement and
shall  be  governed  by  and  construed  and  enforced  under  the  laws  of The
Commonwealth of Massachusetts.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


        IN WITNESS  WHEREOF,  American  Ski, the  Borrowers,  the  Lenders,  the
Documentation  Agent,  and the Agent have caused this First  Amendment to Credit
Agreement to be executed by their duly authorized  officers as of the date first
set forth above.


                      ASC UTAH
                      ASC WEST, INC.
                      STEAMBOAT SKI & RESORT CORPORATION
                      STEAMBOAT DEVELOPMENT CORPORATION
                      HEAVENLY VALLEY SKI & RESORT CORPORATION
                      HEAVENLY CORPORATION



                      By:/s/ Christopher E. Howard
                         ----------------------------
                      Name: Christopher E. Howard
                      Title: Senior Vice President


                      HEAVENLY VALLEY, LIMITED PARTNERSHIP
                      By: Heavenly Corporation, its general partner

                      By:/s/ Christopher E. Howard
                         ----------------------------
                      Name: Christopher E. Howard
                      Title: Senior Vice President


                      AMERICAN SKIING COMPANY
                      By:/s/ Christopher E. Howard
                         ----------------------------
                      Name: Christopher E. Howard
                      Title: Senior Vice President



                         BANKBOSTON, N.A., as Agent

                         By: /s/ Carlton F. Williams
                            ----------------------------
                         Name:  Carlton F. Williams
                         Title:  Director


                         DLJ CAPITAL FUNDING, INC., as Documentation Agent


                         By: /s/ illegible
                            -----------------------------
                         Name:
                         Title:

                         BANKBOSTON, N.A.

                         By: /s/ Carlton F. Williams
                            ----------------------------
                         Name:  Carlton F. Williams
                         Title:  Director

                         DLJ CAPITAL FUNDING, INC.


                         By: /s/ illegible
                            -----------------------------
                         Name:
                         Title:



                     NORWEST BANK COLORADO, NATIONAL ASSOCIATION


                     By: /s/ illegible
                         --------------------------------
                     Name:
                     Title:


<PAGE>



                      WELLS FARGO BANK, NATIONAL ASSOCIATION


                      By:  /s/ Daniel G. Admans
                         ---------------------------------
                      Name: Daniel G. Adams
                      Title: Vice President



                      U.S. BANK NATIONAL ASSOCIATION d/b/a COLORADO NATIONAL
                      BANK


                      By:  /s/ William J. Sullivan
                         ----------------------------------
                      Name: William J. Sullivan
                      Title: Vice President


                      FIRST SECURITY BANK, N.A.


                      By:   Dick Van Klaveren
                          --------------------------------
                      Name:Dick Van Klaveren
                      Title: Vice President



                      FLOATING RATE PORTFOLIO

                      By:  INVESCO SENIOR SECURED MANAGEMENT, INC., 
                           As Attorney in Fact


                      By: /s/ Anne McCarthy
                           --------------------------------
                      Name:  Anne McCarthy
                      Title: Authorized Signatory




<PAGE>



                      MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

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


                      By:/s/ John M. Johnson
                         --------------------------
                      Name: John M. Johnson
                      Title: Authorized Signatory



                      MERRILL LYNCH PRIME RATE PORTFOLIO

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

                      By:/s/ John M. Johnson
                         --------------------------
                      Name: John M. Johnson
                      Title: Authorized Signatory


                      VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST


                      By: Jeffrey M. Maillet
                         --------------------------
                      Name: Jeffrey M. Maillet
                      Title: Senior Vice President & Director



<PAGE>



                      EATON VANCE SENIOR DEBT PORTFOLIO

                      By:  Boston Management and Research, as
                      Investment Advisor

                      By: Payson F. Swaffield
                         -------------------------
                      Name: Payson F. Swaffield
                      Title: Vice President




                    CAPTIVA II FINANCE, LTD.


                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                   HOWARD BANK

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                   STANFIELD CAPITAL PARTNERS

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                   KZH-PAMCO CORPORATION

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:

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

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                   CYPRESSTREE INVESTMENT PARTNERS I, LTD.

                    By: Cypress Tree  Investment  Management  Company,  Inc., as
                    Portfolio Manager

                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title:


                    KZH Holding Corporation III


                    By:/s/ illegible
                        --------------------------
                    Name: 
                    Title: