First Amendment to
                           CONSTRUCTION LOAN AGREEMENT

         This FIRST  AMENDMENT  TO  CONSTRUCTION  LOAN  AGREEMENT is made by and
between THE CANYONS RESORT PROPERTIES,  INC., a Maine corporation  authorized to
do business in Utah  (collectively the "Borrower") having its principal place of
business and mailing address at Sunday River Access Road, P.O. Box 450,  Bethel,
ME 04217 and  KEYBANK  NATIONAL  ASSOCIATION,  a  national  bank with a place of
business at 70 Federal  Street,  Boston,  Massachusetts  02110 (the  "Lender" or
"Bank").

         Whereas Borrower and Lender entered into a Construction  Loan Agreement
dated  December  18,  1998  (the  "Loan  Agreement"),  the  terms of  which  are
incorporated herein by reference;

         Whereas  Borrower and Lender desire to amend certain  provisions of the
Loan Agreement identified below.

         NOW THEREFORE, the parties hereby agree as follows:

I.       Project Budget

         The budget for total estimated Project Costs originally attached to the
Loan  Agreement as Exhibit D is hereby  amended to include  Exhibit  D-1,  which
shall control in the event of any conflict.

Amended Section 9.19 re Financial Covenants

         Section  9.19  of the of the  Loan  Agreement  is  hereby  amended  and
restated as follows:

     "SECTION 9.19. Financial Covenants. The Borrower covenants and agrees that,
so long as the Loan is outstanding:

a)        Appraised Value. The outstanding  balance of the Loan shall not at any
          time exceed seventy-seven  percent (77%) of the Appraised Value of the
          entire Mortgaged  Property.  If as a result of any such Appraisal such
          ratio is greater than the  percentages of the Loan specified above and
          Borrower  fails to reduce  the  outstanding  Loan  balance  or provide
          additional  collateral  securing  the Loan then such event shall be an
          Event of Default under this  Agreement at the option of Lender,  which
          shall  entitle  Lender to exercise  any one or more  default  remedies
          under  the Loan  Documents  as set  forth in said  documents  and this
          Agreement.

b)        Borrower's Liquidity. [deleted]

c)        Guarantor Tangible Net Worth.  Guarantor shall maintain a Tangible Net
          Worth equal to or greater than Sixty  Million  Dollars  ($60,000,000).
          "Tangible  Net  Worth"  shall  mean the  excess  of (i) all  assets of
          Borrower excluding  intangible assets such as goodwill,  over (ii) all
          liabilities of Borrower excluding  Intercompany Debt and excluding the
          Senior Note Guaranty for so long as it is a contingent liability,  all
          as  determined  in  accordance  with  generally  accepted   accounting
          principles  consistently  applied.  "Intercompany Debt" shall mean the
          Indebtedness  of  Guarantor  to American  Ski  Company.  "Senior  Note
          Guaranty"  shall mean the  guaranty  by  Borrower  of the Series A and
          Series  B 12%  Senior  Subordinated  Notes  due 2006  pursuant  to the
          Indenture dated June 28, 1996.

d)        Guarantor's EBITDA. [deleted]

e)        Guarantor's  Liquidity.  Guarantor shall obtain and maintain a minimum
          average of Seven Million Five Hundred Thousand Dollars ($7,500,000.00)
          over the course of each fiscal  quarter  consisting of the sum of: (i)
          Guarantor's  unrestricted cash; (ii) funds which Guarantor is entitled
          to borrow  under  Guarantor's  Amended and Restated  Credit  Agreement
          dated January 8, 1999 with  BankBoston,  N.A. as Agent for the lenders
          in the amount of $58,000,000, inclusive of any cash in cash collateral
          accounts;  and  (iii)  Guarantor's  marketable  securities  consisting
          obligations  of the United States of America or securities  listed and
          regularly  traded national  securities  exchanges in the United States
          (i.e., New York or NASDAQ national market  securities)  other than the
          securities  of  an  Affiliate  and  which  are  acceptable  to  Lender
          (collectively  the  "Guarantor's  Liquidity").  Lender  shall have the
          right to confirm with  BankBoston  N.A. or its  successors and assigns
          the  availability  of such funds under the Amended and Restated Credit
          Agreement.  The Guarantor's  Liquidity shall be reported at the end of
          each fiscal quarter of Guarantor, but be a measured average determined
          on a weekly basis.  Notwithstanding anything to the contrary contained
          within, the minimum average of the Guarantor's  Liquidity required for
          the fiscal quarter ending October,  1999, under the foregoing  formula
          shall be reduced to Three Million  Dollars  ($3,000,000)  for that one
          fiscal quarter only,  after which the required  Guarantor's  Liquidity
          minimum of 7,500,000 shall be reinstated."

III.     Additional Fee

          In  addition  to  the  commitment  fee in the  amount  of  $217,500.00
previously paid,  Borrower shall pay Lender an additional fee of $200,000 at the
time of the execution of this Agreement, and drawable from proceeds of the Loan.

IV. SECTION 10.7(d) re Wolf Mountain Subordination.

     The provisions of SECTION  10.7(d)  regarding Wolf Mountain  Resort L.C., a
Utah limited  liability  company (the "Junior  Creditor") is hereby  amended and
restated as follows:

             (d)  junior mortgage in favor of Junior  Creditor,  subject however
                  to the Subordination Agreement,  which agreement shall include
                  provisions as follows:

(i)                        requiring the Junior Creditor to join in the creation
                           of the  Condominium  Units to the extent  required to
                           validly form a condominium under the Utah Condominium
                           Act.
(ii)                       that insurance proceeds and condemnation  awards with
                           respect to the Mortgaged Property shall be applied in
                           such   manner  as  Lender   may   direct,   including
                           applicable  to the  expenses  of  reconstruction  and
                           rebuilding of the Mortgaged  Property or to reduction
                           of the Loan balance;
(iii)                      providing  that 100% of the net sale  proceeds of the
                           Condominium  Units shall be applied to the Loan until
                           the Loan is paid in full,  and that  Junior  Creditor
                           shall  deliver  into  escrow  with the Title  Company
                           discharges and terminations of its junior mortgage to
                           be released upon payment in full of its $2,097,495.60
                           loan secured by the junior  mortgage,  subject to the
                           Guarantor's  agreement  to repay the Loan from Lender
                           to the level where the net available proceeds of sale
                           under the Purchase and Sale Agreements are sufficient
                           to repay in full the Junior Loan and the Loan; and
(iv) contain such other provisions as Lender may require.

V.       Section 13.1 (g) . Revised Event of Default

         Section 13.1 (g) regarding  Events of Default" is hereby amended and
restated as follows:

"(g)      Borrower or Guarantor or American  Skiing Company ("ASC") fails to pay
          at maturity or within any  applicable  grace period any obligation for
          money borrowed or credit advanced,  or any other material agreement by
          which it is bound,  evidencing  or securing  money  borrowed or credit
          advanced,  including  without  limitation  the loan  from  the  Junior
          Creditor  to  Borrower,  and such  failure or default  shall  continue
          without  waiver  thereof  beyond  any  period of grace  provided  with
          respect  thereto,  which  failure  or  default  shall or could  have a
          material  adverse  effect upon the financial  condition of Borrower or
          Guarantor or ASC,  provided,  however,  that Borrower and Guarantor or
          ASC shall not be  required  to pay any such  third  party  debt,  tax,
          assessment,  charge  or levy if the same  shall not at the time be due
          and  payable  or can be  paid  thereafter  without  penalty  or if the
          validity  thereof  shall  currently  be  contested  in good  faith  by
          appropriate  proceedings  and in  addition,  except  as to  debts,  if
          adequate  reserves  with respect to such  judgment,  tax,  assessment,
          charge or levy have been established to the reasonable satisfaction of
          Lender; or"

VI.      Post Closing Easement Agreement and Other Matters

         Borrower  acknowledges that it has not provided the Easement  Agreement
consisting of The Canyons Village Resort Easement and Management Agreement to be
entered into among ASC Utah, Inc.,  Guarantor and Borrower in form and substance
acceptable  to Lender all to be  recorded  in the  Summit  County,  Utah  Public
Records with  releases or  subordinations  from all other  parties with liens or
interests  therein,  all to be in form and substance  acceptable to Lender as of
the date of the execution of this Amendment.

         As an interim  measure,  Borrower  shall  obtain and record the Interim
Easement Agreement with ASC Utah, Inc., Guarantor and Borrower. On or before May
30, 1999,  Borrower shall obtain a consent and subordination from the mortgagees
of Guarantor and ASC Utah, Inc. in form and substance  acceptable to Lender.  On
or before June 30, 1999, Borrower shall be in full compliance with the foregoing
master Easement Agreement requirement  identified in the first paragraph of this
section.  In the event that Borrower fails to comply with the foregoing,  Lender
may suspend subsequent advances on the Loan.

          The Borrower further  acknowledges that Lender's initial advance shall
not  constitute a waiver of Lender's right to require that Borrower fully comply
with all other requirements for the initial advance under the Loan Agreement.

VII.     Ratification.

         Except as expressly set forth above, the Loan Agreement shall remain in
full force and effect. In requesting this First Amendment Borrower and Guarantor
hereby  represents to Lender,  and Lender in agreeing to this  Agreement  relies
upon the representation of Borrower and Guarantor, that: (i) the Loan Agreement,
Note and all other loan  documents  governing or securing the Loan Agreement and
Note  delivered  by Borrower and  Guarantor to Lender are each legal,  valid and
enforceable according to their respective terms; (ii) the Borrower and Guarantor
have no defenses or claims against Lender with respect to its obligations  under
the Loan  Agreement,  Note or other  loan  documents;  (iii)  other  than as are
reflected  in any  written,  signed  agreements  between  Lender and Borrower or
Guarantor in  existence as of the date hereof and still in effect,  there are no
amendments or modifications of the Loan Agreement, Note or the loan documents.

         Nothing contained herein shall be deemed to waive, forgive or otherwise
relieve Borrower and Guarantor from their continuing  obligations to comply with
the Loan  Agreement,  the Note and all other Loan Documents,  including  without
limitation  compliance with the conditions  precedent to the initial advance set
forth in Article 11 of the Loan Agreement.  which Borrower  acknowledges remains
unsatisfied as of this date.

         IN WITNESS  WHEREOF,  the  undersigned  have duly  executed  this First
Amendment as a sealed instrument as of April ____, 1999 at Portland, Maine.

                                             The Canyons Resort Properties, Inc.

                                          By: /s/ Mark P. Girard
------------------------                     -----------------------------------
Witness                                      Its Vice President

                                             KEYBANK NATIONAL ASSOCIATION

                                          By: /s/ John Shea
------------------------                     -----------------------------------
Witness                                      Its Vice President

                                 Seen and agreed as guarantor:

                                 AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.

                                          By: /s/ Mark P. Girard
------------------------                     -----------------------------------
Witness                                      Its Vice President