FIFTH AMENDMENT AGREEMENT


         THIS FIFTH AMENDMENT AGREEMENT (this "Fifth Amendment Agreement"),
dated as of August 20, 2001 among GRAND SUMMIT RESORT PROPERTIES, INC., a Maine
corporation, (herein referred to as "GSRP"), the lenders listed on the signature
pages hereof (each individually referred to herein as a "Lender" and,
collectively, as the "Lenders"), TEXTRON FINANCIAL CORPORATION, a Delaware
corporation, as agent for the Lenders (in such capacity herein referred to as
the "Administrative Agent").

                              W I T N E S S E T H:

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

B. WHEREAS, capitalized terms used herein shall have the meanings ascribed to
the same in the Existing LSA and in Section 1 of this Fifth Amendment Agreement;
and

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

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

         1. Amendments to Definitions. Upon this Fifth Amendment Agreement
becoming effective on the Fifth Amendment Effective Date, the parties hereto
agree that Section 1.1 of the Existing LSA is, and shall be deemed to be,
amended and modified as follows:

                  1.1 The following new definitions are hereby added to Section
         1.1 of the Existing LSA:

                           Colorado First/PCL -- means Colorado First/PCL, A
                  Joint Venture

                           Colorado First/PCL Deed of Trust -- means that
                  certain deed of trust, dated August 20, 2001, from GSRP in
                  favor of Colorado First/PCL securing the Colorado First/PCL
                  Obligations, which deed of trust only encumbers the Steamboat
                  Non-Penthouse Quartershare Interests that are owned by GSRP on
                  the Fifth Amendment Effective Date.

                           Colorado First/PCL Obligations -- means that certain
                  promissory note (the "Colorado First/PCL Promissory Note")
                  dated August 20, 2001 from GSRP payable to the order of
                  Colorado First/PCL in the original stated principal amount of
                  approximately $3,800,000 together with interest thereon and
                  all other stated obligations therein.



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                           Colorado First/PCL Promissory Note -- as defined in
                  the definition of Colorado First/PCL Obligations.

                           Fleet/ASCRP Loan Documents -- as defined in Section
                  2.9 of the Fifth Amendment Agreement.

                           Fifth Amendment Agreement -- means that certain Fifth
                  Amendment Agreement dated as of August 20, 2001 among the
                  GSRP, the Administrative Agent and the Lenders.

                           Fifth Amendment Effective Date -- as defined in the
                  Fifth Amendment Agreement.

                           Monthly Adjustment Date -- as defined in the
                  definition of "Release Price."

                           Steamboat Cash Pledge Agreement - as defined in
                  Section 2.11 of the Fifth Amendment Agreement.

                           Steamboat Collateral Sharing Agreement - as defined
                  in Section 2.3 of the Fifth Amendment Agreement.

                           Steamboat Construction Project Advances -- has the
                  meaning set forth in Section 2.1 hereof and shall include the
                  Steamboat Penthouse Construction Project Advances.

                           Steamboat Non-Penthouse Quartershare Interest --
                  means a Steamboat Quartershare Interest that is not a
                  Steamboat Penthouse Quartershare Interest.

                           Steamboat Penthouse Construction Advances -- means a
                  Steamboat Construction Project Advance made after the
                  Steamboat Final Construction Cost Advance but during the
                  Steamboat Commitment Period in respect of, but only in respect
                  of, construction costs incurred by GSRP after the Fifth
                  Amendment Effective Date for the completion of the
                  construction of the Steamboat Residential Units located in the
                  penthouse of the Steamboat Project.

                           Steamboat Penthouse Quartershare Interest -- means a
                  Steamboat Quartershare Interest in respect of a Steamboat
                  Residential Unit that is located in the penthouse of the
                  Steamboat Project.

                           Steamboat Settlement Agreement -- means that certain
                  Settlement, Release and Security Agreement dated as of August
                  20, 2001 between Colorado First/PCL and GSRP.

                           Steamboat Waiver, Extension and Restructuring Fee --
                  means a $750,000 fee payable to the Steamboat Construction
                  Project Advance Lenders under Section 6 of the Fifth Amendment
                  Agreement in consideration of their entering into the Fifth
                  Amendment Agreement and agreeing therein to waive certain
                  Events of Default in respect of the Steamboat Project, to
                  extend the Steamboat Commitment Period, to share Release
                  Prices in respect of Steamboat Non-Penthouse Quartershare


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<PAGE>

                  Interests at the Steamboat Project with Colorado/First PCL,
                  and to extend the Steamboat Construction Project Advances
                  Maturity Date.

                  1.2 The definition of "Canyons Construction Project Advances
         Maturity Date" in Section 1.1 of the Existing LSA is hereby amended and
         restated in its entirety as follows:

                           Canyons Construction Project Advances Maturity Date -
                  means September 28, 2002.

                  1.3 The definition of "Default Rate" is hereby amended and
         restated in its entirety as follows:

                           Default Rate -- means (a) at any time, with respect
                  to any of the Steamboat Obligations, the per annum rate of
                  interest equal to the Interest Rate for the Steamboat Loan,
                  then in effect, plus 2% per annum; provided, however, that
                  such Default Rate shall in no event exceed the Maximum Rate
                  and (b) at any time, with respect to any of the Canyons
                  Obligations, the per annum rate of interest equal to the
                  Interest Rate for the Canyons Loan, then in effect, plus 2%
                  per annum; provided, however, that such Default Rate shall in
                  no event exceed the Maximum Rate. To the extent that the
                  obligation to which the Default Rate is to apply is not
                  clearly a Steamboat Obligation or a Canyons Obligations, then
                  the Default Rate provided for in clause (a) above shall apply
                  thereto.

                  1.4 The definition of "Interest Rate" is hereby amended and
         restated in its entirety as follows:

                           Interest Rate -- (a) means, with respect to any
                  calendar month and with respect to the Canyons Loan, a per
                  annum rate of interest equal to the greater of:

                           (i)      9.50%, or

                           (ii)     the sum of

                                    (A)      2.50%, plus

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

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

                           (b) means, with respect to any calendar month and
                  with respect to the Steamboat Loan, a per annum rate of
                  interest equal to the greater of:



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                           (i)      9.00%, or

                           (ii)     the sum of

                                    (A)      3.50%, plus

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

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

                  1.5 The definition of "Release Price" is hereby amended and
         restated in its entirety as follows:

                           Release Price -- means,

                           (a)      in the case of any Steamboat Quartershare
                                    Interests as follows:

                           (i) in the case of any Steamboat Non-Penthouse
                  Quartershare Interest,

                                             (A) for so long as both Steamboat
                                    Obligations and Colorado First/PCL
                                    Obligations shall be outstanding and GSRP is
                                    obligated to pay a "release price" to
                                    Colorado First/PCL of 40% of the gross sales
                                    proceeds in respect of any sale of a
                                    Steamboat Non-Penthouse Quartershare
                                    Interest, the greater of (1) the remainder
                                    of (x) 100% of the minimum release dollar
                                    amount set forth on Schedule 3 hereto that
                                    corresponds to the particular type of
                                    Quartershare Interest listed thereon
                                    (subject to the proviso set forth at the end
                                    of this subclause(a)) minus (y) 40% of the
                                    gross sales proceeds in respect thereof and
                                    (2) 40% of the gross sales proceeds in
                                    respect thereof,

                                             (B) for so long as any Steamboat
                                    Obligations are outstanding but after all of
                                    the Colorado First/PCL Obligations shall
                                    have been paid in full, the greater of (1)
                                    100% of the minimum release dollar amount
                                    set forth on Schedule 3 hereto that
                                    corresponds to the particular type of
                                    Quartershare Interest listed thereon that is


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<PAGE>

                                    being sold (subject to the proviso set forth
                                    at the end of this subclause(a)) and (2) 80%
                                    of the gross sales proceeds in respect of
                                    the Steamboat Non-Penthouse Quartershare
                                    Interest that is being sold and

                                             (C) after the Steamboat Obligations
                                    and the Colorado First/PCL Obligations have
                                    been fully and finally paid, the greater of
                                    (1) 100% of the minimum release dollar
                                    amount set forth on Schedule 3 hereto that
                                    corresponds to the particular type of
                                    Quartershare Interest listed thereon that is
                                    being sold (subject to the proviso set forth
                                    at the end of this subclause(a)) and (y) 80%
                                    of the gross sales proceeds in respect the
                                    Steamboat Non-Penthouse Quartershare
                                    Interest that is being sold,

                           (ii) in the case of any Steamboat Penthouse
                  Quartershare Interest,

                                             (A) for so long as any Steamboat
                                    Obligation is outstanding, the greater of
                                    (x) 100% of the minimum release dollar
                                    amount set forth on Schedule 3 hereto that
                                    corresponds to the particular type of
                                    Quartershare Interest listed thereon that is
                                    being sold (subject to the proviso set forth
                                    at the end of this subclause(a)) and (y) 80%
                                    of the gross sales proceeds in respect of
                                    the Steamboat Penthouse Quartershare
                                    Interest that is being sold;

                                             (B) after the Steamboat Obligations
                                    have been fully and finally paid, the
                                    greater of (x) 100% of the minimum release
                                    dollar amount set forth on Schedule 3 hereto
                                    that corresponds to the particular type of
                                    Quartershare Interest listed thereon that is
                                    being sold (subject to the proviso set forth
                                    at the end of this subclause(a)) and (y) 80%
                                    of the gross sales proceeds in respect of
                                    the Steamboat Penthouse Quartershare
                                    Interest that is being sold, and

                           (iii) with respect to any sale of 50% of a Steamboat
                  Quartershare Interest (a so-called "1/8th Steamboat
                  Quartershare Interest"), the Release Price otherwise to be
                  paid to the Administrative Agent shall be whatever the Release
                  Price would have been for the full Steamboat Quartershare
                  Interest in respect thereof except that any such "Release
                  Price" based on Schedule 3 hereto (subject to the proviso set
                  forth at the end of this subclause(a)) shall be reduced by
                  50%;

                  provided that

                                    (I) with respect to the "minimum release
                           dollar amounts" set forth on Schedule 3 hereto
                           pertaining to unsold Steamboat Quartershare
                           Interests, such "minimum release dollar amounts"
                           shall be subject to adjustment on a monthly basis as
                           of the date on which interest is scheduled to be paid
                           on the Steamboat Notes (the "Monthly Adjustment
                           Date") such that the


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                           aggregate amount of such "minimum release dollar
                           amounts," after giving effect to such adjustments on
                           such Monthly Adjustment Date, shall not be less than
                           the sum of the principal amount of the Steamboat Loan
                           outstanding as of such Monthly Adjustment Date, plus
                           the outstanding principal amount of the Colorado
                           First/PCL Obligations as of such Monthly Adjustment
                           Date plus the total amount of unused Steamboat
                           Construction Project Advance Commitments available to
                           be borrowed by GSRP as of such Monthly Adjustment
                           Date; the individual adjustments to each of the
                           "minimum release dollar amounts" relating to each of
                           the unsold Steamboat Quartershare Interests shall be
                           determined by GSRP using a reasonable methodology and
                           shall be subject to the approval of the
                           Administrative Agent (which approval shall not be
                           unreasonably withheld or delayed); the "minimum
                           release dollar amount" applicable in subclauses (i),
                           (ii) and (iii) of this clause (a) and as otherwise
                           referred to in this clause (a) as being set forth on
                           Schedule 3 hereto shall be the then current "minimum
                           release dollar amounts" as adjusted under this
                           subclause (1);

                                    (II) if unsold Steamboat Quartershare
                           Interests shall be sold by GSRP other than in the
                           ordinary course of its business (including, without
                           limitation, any bulk sales of such Steamboat
                           Quartershare Interests), the "minimum release dollar
                           amounts" then in effect in respect of such sold
                           Steamboat Quartershare Interests shall be
                           supplemented by adding thereto (x) in the case in
                           which all of the remaining unsold Steamboat
                           Quartershare Interests shall have been sold, all of
                           the remaining unpaid Steamboat Obligations and (y) in
                           any other case, an amount equal to the remainder (if
                           positive) of (x) the principal amount of the
                           Steamboat Loan outstanding after applying such
                           "minimum release dollar amounts" as provided in
                           Section 2.5(d)(i) hereof less (y) the product of the
                           remaining unsold Steamboat Quartershare Interests
                           (after giving effect to such sale) times the then
                           current "minimum release dollar amounts;" and

                                    (III) nothing in this clause (a) shall apply
                           to or otherwise affect any other Release Price
                           determination in this definition,

                           (b) in the case of any Canyons Quartershare Interest,
                  (i) for so long as any Canyons Obligations are outstanding,
                  100% of the dollar amount set forth on Schedule 3 hereto that
                  corresponds to the particular type of Quartershare Interest
                  listed thereon and (ii) after the Canyons Obligations have
                  been fully and finally paid, 50% of the dollar amount set
                  forth on Schedule 3 hereto that corresponds to the particular
                  type of Quartershare Interest listed thereon,

                           (c) in the case of any Jordan Bowl Quartershare
                  Interest, 50% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest listed thereon,

                           (d) in the case of any Attitash Quartershare
                  Interest, 50% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest listed thereon,

                           (e) in the case of any Killington Quartershare
                  Interest, 50% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest listed thereon, and



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<PAGE>

                           (f) in the case of any Mt. Snow Quartershare
                  Interest, 50% of the dollar amount set forth on Schedule 3
                  hereto that corresponds to the particular type of Quartershare
                  Interest listed thereon.

         If at any time during a Commitment Period, there are no Obligations
         outstanding, the Release Price in respect of the sale of any
         Quartershare Interest shall be $0. With respect to the sale of any
         Commercial Unit, the release price shall be such amount as shall have
         been agreed between GSRP and the Administrative Agent and approved by
         the appropriate Project Required Lenders, provided that no release
         price shall be payable in connection with the release of the
         "Northeastern Commercial Core Assets" provided for in, and as defined
         in, the Fifth Amendment Agreement.

                  1.6 The definition of "Steamboat Construction Project Advance
         Commitment" is hereby amended and restated in its entirety as follows:

                           Steamboat Construction Project Advance Commitment--
                  means, with respect to each Steamboat Construction Project
                  Advance Lender, the amount set forth underneath its signature
                  hereto with respect to the making of Steamboat Construction
                  Project Advances and Steamboat Interest Advances, provided
                  that the amount of such Commitment shall be adjusted to give
                  effect to any assumptions of such Commitments permitted under
                  Section 2.3(a)(i) hereof and any assignments of Commitments
                  permitted under Section 2.6(b) hereof, provided further that
                  such Commitment in respect of the Steamboat Final Construction
                  Cost Advance shall not exceed $2,027,887.30 for Textron
                  Financial Corporation, $506,971.83 for Litchfield Financial
                  Corporation and $1,520,915.47 for Foothill Capital
                  Corporation.

                  1.7 The definition of "Steamboat Construction Project Advances
         Maturity Date" is hereby amended and restated in its entirety as
         follows:

                           Steamboat Construction Project Advances Maturity Date
                  - means March 31, 2003.

                  1.7 The definition of "Steamboat Final Construction Cost
         Advance" is hereby amended and restated in its entirety as follows:

                           Steamboat Final Construction Cost Advance -- means
                  the last Steamboat Construction Project Advance in respect of
                  Construction Costs under the Steamboat ~Construction Contract
                  for the Steamboat Project, which shall have as its sole
                  purpose the payment in full of First Colorado/PCL pursuant to
                  the Steamboat Settlement Agreement.

                  1.8 The definition of "Steamboat Obligations" is hereby
         amended and restated in its entirety as follows:

                           Steamboat Obligations -- means all sums now or
                  hereafter loaned or advanced by any one or more of the
                  Steamboat Construction Project Advance Lenders, the Steamboat
                  Inventory Advance Lenders and/or the Administrative Agent to,
                  or otherwise incurred by, GSRP under this Agreement in respect
                  of the Steamboat Project, the Steamboat Notes and/or any of
                  the other Steamboat Security Documents (including, without



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                  limitation, accrued and unpaid interest in respect of the
                  Steamboat Notes and the Loan Costs attributable to the
                  Steamboat Project and/or the Steamboat Security Documents, the
                  Steamboat Waiver, Extension and Restructuring Fee, all
                  Steamboat Construction Project Advances, the Steamboat Final
                  Construction Project Advance, all Steamboat Penthouse
                  Construction Advances and any indemnification or reimbursement
                  payments required under Section 1.3 of the Steamboat
                  Collateral Sharing Agreement), and the full, prompt and
                  complete performance of all obligations owed by, or
                  undertakings or indemnities of, GSRP in respect of the
                  Steamboat Project and/or the Steamboat Security Documents
                  arising hereunder or thereunder.

                  1.9 The definition of "Steamboat Security Documents" is hereby
         amended and restated in its entirety as follows:

                           Steamboat Security Documents -- means (a) this
                  Agreement to the extent that it deals with the Steamboat
                  Project, the Steamboat Construction Project Advances, the
                  Steamboat Interest Advances and/or the Steamboat Inventory
                  Advances, (b) the Steamboat Notes, (c) the Steamboat Blanket
                  Mortgage, (d) the Steamboat Assignment of Rents, (e) the
                  Steamboat Assignment of Contracts, (f) the Steamboat
                  Assignment of Property-Related Contracts, (g) the Steamboat
                  Assignment of the Construction Contract, (h) the Steamboat
                  Assignment of the Architect's Contract, (i) the Subordination
                  Agreement executed by the Steamboat Host Company in respect of
                  the Steamboat Host Company Lease Agreement, (j) the Steamboat
                  Assignment of Declarant's Rights, (k) the proxy for the
                  Steamboat Declaration referred to in Section 3.9(c) hereof and
                  (l) the Steamboat Cash Pledge Agreement.

                  1.10 The definition of "Steamboat Termination Date" is hereby
         amended and restated in its entirety as follows:

                           Steamboat Termination Date -- means the earliest of

                                    (a) the date on which the Lenders'
                           obligations hereunder to make Advances are terminated
                           pursuant to Section 8.2(a) of this Agreement,

                                    (b) the date on which the Obligations are
                           accelerated pursuant to Section 8.2(a) of this
                           Agreement,

                                    (c) the date on which any of the Events of
                           Default set forth in Section 8.1(e) shall have
                           occurred, and

                                    (d) December 31, 2001.

                  1.11 There shall be added to the definition of "Permitted
         Exception" in Section 1.1 of the Existing LSA the following: the First
         Colorado/PCL Deed of Trust.

         2. The Steamboat Final Construction Cost Advance. The Steamboat Lenders
agree to advance to GSRP the Final Steamboat Construction Cost Advance (as
defined in Section 1 above) in the aggregate principal amount of up to
$4,055,774.60 (the maximum amount to be advanced by each Steamboat Lender is set
forth in the definition of Steamboat Project Construction Advance Commitment set
forth above), provided that (a) said amount is advanced into an escrow


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established by the Steamboat Settlement Agreement and the conditions set forth
in Section 2.12 and Section 2.13 below are satisfied at the time of the delivery
of said amount into such escrow; (b) the delivery of said amount into such
escrow shall be further subject to the satisfaction of the conditions set forth
in Sections 2.1, 2.2, 2.3, 2.4, 2.5 and 2.6 below by the delivery of appropriate
documents to the escrowee under the Steamboat Settlement Agreement; shall also
be subject to the satisfaction of the conditions set forth in Sections 2.9,
2.10, 2.11 and 2.14 below by the full performance thereof or the delivery of
documents and/or moneys into escrows to be established to the satisfaction of
the Administrative Agent; and shall also be subject to the satisfaction of the
conditions set forth in Section 12.1, 12.2, 12.3, 12.4, 12.5, 12.6, and 12.7
hereof by the full performance thereof or the delivery of documents and/or
moneys into escrows to be established to the satisfaction of the Administrative
Agent; and (c) the release of said advance from the escrow established under the
Steamboat Settlement Agreement shall be subject to the satisfaction of the
conditions precedent set forth in Sections 2.7 and 2.8 below as well as the
other conditions set forth in the 2001 Escrow Letter. Interest shall commence to
accrue upon the aforesaid amount upon its funding into the aforesaid escrow
notwithstanding that the Fifth Amendment Effective Date shall not have occurred;
such interest shall be at the rate or rates provided for herein if the Fifth
Amendment Effective Date occurs or at the existing rate or rates provided for in
the Existing LSA if the Fifth Amendment Effective Date does not occur. The
following conditions shall be applicable to this Section 2:

                  2.1 The Steamboat Settlement Agreement shall have been duly
         executed by Colorado First/PCL and GSRP, shall be in full force and
         effect. The Steamboat Settlement Agreement shall be in form and
         substance satisfactory to the Administrative Agent.

                  2.2 GSRP shall have executed and delivered to First
         Colorado/PCL the Colorado First/PCL Promissory Note and the Colorado
         First/PCL Deed of Trust, certified copies of which shall have been
         delivered to the Administrative Agent and which shall be in form and
         substance satisfactory to the Administrative Agent.

                  2.3 GSRP, the Administrative Agent and Colorado First/PCL
         shall have entered into a collateral sharing agreement with respect to
         the Steamboat Blanket Mortgage and the Colorado First/PCL Deed of Trust
         (the "Steamboat Collateral Sharing Agreement") in form and substance
         satisfactory to the Administrative Agent and the same shall be recorded
         in the Office of the Clerk and Recorder for Routt County, Colorado.

                  2.4 A copy of the final change order in respect of the
         Steamboat Construction Contract shall have been delivered to the
         Administrative Agent, shall have been consented to by the Steamboat
         Architect and shall be in form and substance satisfactory to the
         Administrative Agent. A fully executed Certificate of Substantial
         Completion (AIA Document G-704) shall have been delivered to the
         Administrative Agent in respect of the Steamboat Construction Contract
         and shall be in form and substance satisfactory to it; said Certificate
         of Substantial Completion shall show the only remaining work to be done
         to be work set forth on Exhibit 7 to the Steamboat Settlement
         Agreement.

                  2.5 The punchlist work set forth on Exhibit 7 to the Steamboat
         Settlement Agreement and the terms of performance and payment in
         respect thereof shall be satisfactory to the Administrative Agent.
         Colorado First/PCL shall have waived any mechanic's liens that could be
         asserted by it with respect to such punchlist work.

                  2.6 First Colorado/PCL shall have fully and finally released
         and/or waived all mechanic's liens that it has recorded or otherwise
         holds or has asserted against the Steamboat Project (including, without
         limitation, all Residential Units, Steamboat Quartershare Interests,
         commercial units and the "Parking Unit"), shall have dismissed with


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         prejudice the civil action it commenced in District Court in and for
         the County of Routt, Colorado, Case No. 01 CV 48, and shall have
         otherwise provided such additional documents to reflect the full
         satisfaction of all of its claims under the Steamboat Construction
         Contract (except with respect to the aforesaid punchlist work). Copies
         of such releases, dismissals and other documents shall have been
         delivered to the Administrative Agent and shall be in form and
         substance satisfactory to it.

                  2.7 First Colorado/PCL shall have caused to be fully and
         finally released and/or waived (and/or obtained at its sole cost lien
         substitution bonds for) all mechanic's, materialmen's and laborer's
         liens that have been recorded, are otherwise held or have been asserted
         by any subcontractor, materialman or laborer against the Steamboat
         Project (including, without limitation, the mechanic's, materialmen's
         and laborer's liens set forth on Schedule 1 hereto), shall have caused
         to be dismissed with prejudice any lien claims in respect of the civil
         actions referred to in Schedule 1 hereto and shall have otherwise
         provided such additional documents to reflect the full satisfaction or
         bonding over of all of such subcontractors,' materialmen's and
         laborers' lien claims under or in respect of the Steamboat Construction
         Contract (except with respect to the aforesaid punchlist work) as may
         be requested by the Administrative Agent. Copies of such releases,
         dismissals, bonds and other documents shall have been delivered to the
         Administrative Agent and shall be in form and substance satisfactory to
         it.

                  2.8 GSRP shall have delivered to the Administrative Agent
         title insurance endorsements to the Title Insurance Policy {Blanket} in
         respect of the Steamboat Project in form and substance reasonably
         satisfactory to the Administrative Agent whereby the effective date of
         such Title Insurance Policy {Blanket} shall be made the Fifth Amendment
         Effective Date, all exclusions and/or exceptions not satisfactory to
         the Administrative Agent shall have been removed or appropriate
         endorsements in respect thereof shall have been obtained. Such Title
         Insurance Policy {Blanket} shall be in an amount not less than the
         outstanding principal amount of the Steamboat Loan. All premiums in
         respect of such endorsement to such Title Insurance Policy {Blanket}
         shall have been paid in full and evidence thereof shall have been
         delivered to the Administrative Agent.

                  2.9 Copies of all lending documents between or among Fleet
         National Bank, Oak Hill (as defined below) and the Parent shall have
         been delivered to the Administrative Agent and shall be in form and
         substance satisfactory to the Administrative Agent (the "Fleet/ASCRP
         Loan Documents"). No default or event of default shall exist under the
         Fleet/ASCRP Loan Documents.

                  2.10 Oak Hill Capital Partners, L.P. ("Oak Hill"), a Delaware
         limited partnership, shall have made, contemporaneously with the
         closing of this Fifth Amendment Agreement, one or more equity and/or
         debt investments in American Skiing Corporation ("ASC"), a Delaware
         corporation, in an aggregate amount of not less than $12,500,000.
         Copies of all such investment documents shall have been delivered to
         the Administrative Agent and shall be in form and substance
         satisfactory to the Administrative Agent. In connection with such
         investment, ASC or a subsidiary of ASC shall have purchased from the
         Parent the assets set forth on Schedule 2 attached hereto denoted with
         a "+" (the "Sold Commercial Assets") for a net cash purchase price of
         not less than $12,500,000. The purchase and sale documentation in
         respect of said Sold Commercial Assets shall have been delivered to the
         Administrative Agent and shall be in form and substance satisfactory to
         the Administrative Agent.



                                       10
<PAGE>

                  2.11 The Parent shall have purchased from GSRP those certain
         commercial condominiums located in the Mt. Snow Project, the Killington
         Project and the Jordan Bowl Project and denoted by an asterisk on said
         Schedule 2 (the "Northeastern Commercial Core Assets") for a cash
         consideration of $1,000,000 and for an additional consideration in the
         form of a $20,776,830.07 in intercompany indebtedness of the Parent and
         shall have, as provided above in Section 2.10, included those
         Northeastern Commercial Core Assets denoted with a double asterisk on
         said Schedule 2 in the Sold Commercial Assets conveyed to ASC and shall
         have mortgaged and pledged the remaining Northeastern Commercial Core
         Asset retained by the Parent to the agent under the Fleet/ASCRP Loan
         Documents as additional collateral. GSRP shall have pledged to the
         Administrative Agent, and deposited with Fleet National Bank, N.A., all
         of such $1,000,000 pursuant to a deposit and joint pledge and control
         agreement in form and substance satisfactory to the Administrative
         Agent (the "Steamboat Cash Pledge Agreement"). The Steamboat Cash
         Pledge Agreement will secure, on a pari passu basis, the Steamboat
         Obligations under the Amended LSA and the obligations of the Parent
         under the Fleet/ASCRP Loan Documents. GSRP hereby grants a security
         interest to the Administrative Agent in and to the aforesaid
         intercompany indebtedness of the Parent owing to GSRP as additional
         collateral for the Steamboat Obligations and such intercompany
         indebtedness shall be deemed to be part of the Collateral.

                  2.12 The execution and delivery to the Administrative Agent of
         an escrow letter (the "2001 Escrow Letter") among Transnation Title
         Insurance Company, GSRP and First Colorado/PCL which shall be in form
         and substance satisfactory to the Administrative Agent and which shall
         provide, subject to the terms thereof, for the payment of the proceeds
         of the Final Steamboat Construction Cost Advance to First Colorado/PCL.

                  2.13 Textron Financial Corporation, in its individual lending
         capacity under that certain Statement of Intention and Special
         Additional Financing Agreement dated as of July 25, 2000, as amended,
         shall have extended to GSRP up to an additional $3,058,336.15 in
         advances.

                  2.14 The mechanic's lien recorded by IBI Group ($166,431.15)
         in respect of the Canyons Project shall have been released or insured
         over under the Title Insurance Policy {Blanket} or an endorsement
         thereto.

         3. Waiver. Upon this Fifth Amendment Agreement becoming effective on
the Fifth Amendment Effective Date, each Default and/or Event of Default
existing at such time and arising from or otherwise in respect of the failure of
GSRP to perform its obligations under the Existing LSA or any of the Steamboat
Security Documents with respect to or in respect of (a) the Steamboat Assignment
of ~Construction Contract (including, without limitation, any improper
notification of change orders thereunder), (b) the disputes under the Steamboat
Construction Contract which are the subject of the Steamboat Settlement
Agreement, (c) the Steamboat Construction Project Borrowing Base and Section
2.5(c)(ii) of the Existing LSA, (d) the Completion Date for the Steamboat
Project, and (e) Sections 3.8 and 7.2(i) of the Existing LSA with respect to the
mechanic's liens recorded by the Steamboat General Contractor and other
subcontractors in respect of the Steamboat Project and with respect to the
mechanic's lien recorded by IBI Group (for $166,431.15) in respect of the
Canyons Project are hereby waived. No other Default or Event of Default (whether
occurring prior to the date hereof or hereafter) shall be deemed waived, and the
Administrative Agent on behalf of itself and the Lenders hereby reserves all of
its and their respective rights and remedies under the Amended LSA, the other
Security Documents, at law and in equity with respect thereto.



                                       11
<PAGE>

         4. Release of Northeastern Commercial Core Assets. Upon this Fifth
Amendment Agreement becoming effective on the Fifth Amendment Effective Date,
the Administrative Agent shall execute and deliver partial releases of the
Blanket Mortgages and the other Security Documents in respect of the
Northeastern Commercial Core Assets as well as the Beneficial Improvements
Agreements and Host Company Lease Agreements (if any) related thereto (and the
Lenders hereby so instruct the Administrative Agent). The Administrative Agent
agrees to deliver such partial releases in escrow to an escrowee acceptable to
the Administrative Agent and pursuant to an escrow agreement among GSRP, the
Parent, Oak Hill, Fleet National Bank and the Administrative Agent that shall be
in form and substance satisfactory to the Administrative Agent. No other
Collateral shall be released or deemed released by virtue thereof.

         5. Maximum Permitted Outstanding Principal Amount. Upon this Fifth
Amendment Agreement becoming effective on the Fifth Amendment Effective Date,
(a) Section 2.5(c)(iii) of the Existing LSA is hereby amended and restated in
its entirety as follows:

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



Test Date                       Maximum Outstanding Principal Amount of Advances

March 31, 2002                                    $50,000,000

September 30, 2002                                $25,000,000

March 31, 2003                                    $0

(b) Section 7.2(h) of the Existing LSA is hereby amended to allow for the
incurrence of the indebtedness in respect of the Colorado First/PCL Promissory
Note, (c) Section 7.2(i) of the Existing LSA is hereby amended to allow for the
hypothecation by GSRP of the collateral under the Steamboat Cash Pledge
Agreement in favor of the agent under the Fleet/ASCRP Loan Documents, provided
that GSRP shall not become liable in respect of any of the obligations under the
Fleet/ASCRP Loan Documents and the security interest of the agent under the
Fleet/ASCRP Loan Documents and the Administrative Agent shall be of equal
priority (any provision in the Existing LSA or any of the other Security
Documents requiring that the security interest of the Administrative Agent in
and to the collateral under the Steamboat Cash Pledge Agreement be a first
priority security interest is hereby modified to give effect to the equal
ranking of the security interest of the aforesaid agent in and to such
collateral) and (d) Schedule 3 (Schedule of Minimum Release Prices) to the
Existing LSA is hereby amended by replacing the portion thereof styled "The
Grand Summit Resort Hotel at Steamboat Inventory Report" with the Schedule set
forth hereto as Schedule 4 (said Schedule 4 to have a column showing the unit
number for each unsold Steamboat Quartershare Interest , a column showing the
type of unit for each unsold Steamboat Quartershare Interest, a column showing
the quartershare associated with each such unsold Steamboat Quartershare


                                       12
<PAGE>

Interest, a column showing the "minimum release dollar amount" for each such
unsold Steamboat Quartershare Interest immediately prior to the Fifth Amendment
Effective Date and a column showing the "minimum release dollar amount" for each
such unsold Steamboat Quartershare Interest immediately after the Fifth
Amendment Effective Date; except as set forth in this clause (d), Schedule 3 to
the Existing LSA shall not be amended or modified.

         6. Steamboat Waiver, Extension and Restructuring Fee. In consideration
of the Steamboat Lenders agreeing to enter into this Fifth Amendment Agreement,
to waive certain Defaults and Events of Default with respect to the Steamboat
Project and the Steamboat Obligations, to extend the Steamboat Construction
Project Advances Maturity Date and the Steamboat Commitment Period, to waive
certain conditions precedent in respect of making the Final Steamboat
Construction Cost Advance, to share Release Prices in respect of the Steamboat
Non-Penthouse Quartershare Interests with First Colorado/PCL, and to release the
Northeastern Commercial Core Assets as part of the Collateral, GSRP agrees to
pay to Administrative Agent on behalf of the Steamboat Lenders the Steamboat
Waiver, Extension and Restructuring Fee (to be shared by, and paid to, the
Steamboat Lenders ratably based upon the principal amount of the Steamboat Loan
held by each of them as of the Fifth Amendment Effective Date; successors and/or
assigns of the Steamboat Lenders that are parties hereto shall be entitled to
their ratable share of the portion of such fee that would have otherwise been
paid to such party or parties). Said fee shall be deemed earned as of the date
hereof, shall be part of the Steamboat Obligations, shall not bear interest,
shall be secured by the Collateral, and shall be payable on and after the date
on which the Steamboat Loan has been paid in full from Release Prices generated
from sales of Steamboat Quartershare Interests and, after the Canyons
Obligations have been paid in full, from Release Prices generated from sales of
Canyons Quartershare Interests and all other Quartershare Interests.

         7. Steamboat Settlement Agreement. GSRP hereby confirms to the
Administrative Agent that the Collateral includes the rights (but not the
obligations) of GSRP under the Steamboat Settlement Agreement (and for the
avoidance of doubt, GSRP hereby grants to Administrative Agent a security
interest and lien in and to its rights (but not obligations) under the Steamboat
Settlement Agreement).

         8. Sales of Steamboat Quartershare Interests; Colorado First/PCL
Documents and the Steamboat Settlement Agreement. Anything contained in the
Existing LSA to the contrary ~notwithstanding, failure by GSRP to comply with
its undertakings in the Colorado First/PCL Promissory Note and/or in the
Colorado First/PCL Deed of Trust shall constitute an immediate Event of Default,
provided that GSRP's failure to pay in full on the maturity date of the Colorado
First/PCL Promissory Note all amounts then due thereunder shall not constitute
an event of default under the Amended LSA or any of the other Security Documents
(including, without limitation, Section 8.1(h) of the Amended LSA). The
foregoing notwithstanding, it shall be an immediate Event of Default if GSRP
shall have failed to close sufficient sales of Steamboat Quartershare Interests
prior to May 17, 2002 in order to fully pay the Colorado First/PCL Promissory
Note and to obtain the full release of the Colorado First/PCL Deed of Trust by
such date. GSRP shall not amend or modify the Colorado First/PCL Promissory
Note, Colorado First/PCL Deed of Trust or the Steamboat Settlement Agreement
without the prior written consent of the Administrative Agent.

         9. Penthouse Construction. GSRP agrees to complete the construction of
all of the Steamboat Residential Units located in the penthouse of the Steamboat
Project on or prior to December 31, 2001 in accordance with the Plans for the
Steamboat Project and to obtain by such date for each of such Units a
certificate of occupancy issued by Routt County, Colorado. GSRP agrees to
promptly provide to the Administrative Agent copies of all construction
contracts in connection with the aforesaid completion of said "penthouse units",
which contracts shall be fixed price contracts and shall, in the aggregate,


                                       13
<PAGE>

demonstrate that the completion of construction of said "penthouse units" (in
accordance with the Plans for the Steamboat Project and on or prior to December
31, 2001) can be effected for a fixed price not in excess of $1,600,000 and
shall otherwise be in form and substance satisfactory to the Administrative
Agent. GSRP agrees to effect no change order and initiate or otherwise allow no
construction change directives in respect of such construction contracts without
the prior written consent of the Administrative Agent. All contractors,
subcontractors, suppliers and laborers in respect of the completion of the
construction of the "penthouse units" shall, to the extent requested by
Administrative Agent, subordinate and make junior to the liens of the
Administrative Agent in and to the Steamboat Project all of their respective
mechanic's, materialmen's and laborer's liens, and the subordination
documentation in respect thereof shall be satisfactory in both form and
substance to the Administrative Agent. All construction contracts in respect of
the completion of the "penthouse units" shall be collaterally assigned to the
Administrative Agent pursuant to assignment documents in form and substance
satisfactory to the Administrative Agent and each contractor thereunder shall
have consented to such assignment in a written consent that shall also be in
form and substance satisfactory to the Administrative Agent. GSRP acknowledges
that the Lenders are providing limited financing for the completion of the
construction of the "penthouse units" through the Steamboat Penthouse
Construction Advances, which shall only be available until the end of the
Steamboat Commitment Period, shall be subject to the same conditions precedent
as any other Steamboat Construction Project Advance is subject to under the
Existing LSA (except for such changes in such conditions as shall be required by
there being a new general contractor to complete the construction of the
"penthouse units" and there being a new "Steamboat construction budget" which
shall be satisfactory to the Administrative Agent; but including, in any case,
the submission of all required construction cost certificates, architect's
certificates, and mechanic's lien waivers), shall be subject to the Parent's
making the necessary funds available to GSRP on a timely basis to cover
projected liquidity shortfalls in the Budget, and shall be subject to no Default
or Event of Default existing under the Amended LSA or any default or event of
default under the Fleet/ASCRP Loan Documents. The Lenders and the Administrative
Agent agree that the pledged cash under the Steamboat Cash Pledge Agreement may
be used to pay for, in part, the completion of such construction and such cash
shall be made available to GSRP on the same terms and conditions as any
Steamboat Penthouse Construction Advance is made available above to GSRP
(subject to such additional conditions of release as may be set forth in the
Steamboat Cash Pledge Agreement) and shall be made available to GSRP for such
purposes only when GSRP shall have fully utilized the aforesaid limited
financing under the Amended LSA and under the Statement of Intention and Special
Additional Financing Agreement referred to in Section 12.5 hereof. Disbursements
in respect of the construction of the "penthouse units" may, at the discretion
of the Administrative Agent, be pursuant to a disbursement agent in Colorado and
GSRP agrees to pay the reasonable fees and expenses of such disbursement agent.
For the avoidance of doubt, Section 3.8 of the Existing LSA shall continue to
have full application to the completion of the construction of the aforesaid
"penthouse units." Prior to commencing the work with respect to the aforesaid
"penthouse units," GSRP shall certify and otherwise demonstrate to the
Administrative Agent that it has sufficient cash on hand or other cash
equivalent availability to pay for all costs in respect of such work and that it
or its Parent has taken appropriate measures to assure the continued
availability of such cash or cash equivalents (all of which shall be
satisfactory to the Administrative Agent). Upon the issuance of final
certificates of occupancy for each of the Steamboat Residential Units located in
the penthouse of the Steamboat Project, the Administrative Agent shall release
its lien and security interest in the remaining amount of cash pledged under the
Steamboat Cash Pledge Agreement. Upon the issuance of a certificate of occupancy
for any of the aforesaid "penthouse units," GSRP shall promptly close any
Contracts in respect thereof.

         10. Miscellaneous; Events of Defaults. The covenants and undertakings
of GSRP set forth in this Fifth Amendment Agreement shall be incorporated into
and made a part of the Existing LSA. All of the other Security Documents are
hereby automatically amended and modified to give effect to this Fifth Amendment


                                       14
<PAGE>

Agreement. Each of the holders of Canyons Construction Project Advance Notes and
Steamboat Construction Project Advance Notes shall attach a copy of this Fifth
Amendment Agreement to each of said Notes. GSRP and the Lenders agree that,
anything contained in the Existing LSA to the contrary notwithstanding, (a)
different Interest Rates shall apply to the Steamboat Obligations and the
Canyons Obligations, as provided above in Section 1 of this Fifth Amendment
Agreement, (b) the Steamboat Waiver, Extension and Restructuring Fee shall be
payable solely to the Steamboat Lenders, (c) different Maturity Dates apply to
the Canyons Loan and the Steamboat Loan, and (d) the Steamboat Cash Pledge
Agreement and the pledged rights of GSRP under the Steamboat Settlement
Agreement, while constituting Collateral, shall inure solely to the benefit of
the Steamboat Lenders and shall solely secure the Steamboat Obligations.
Anything contained in the Existing LSA to the contrary notwithstanding, failure
by GSRP to comply with its undertakings in Sections 8 or 9 of this Fifth
Amendment Agreement shall constitute an immediate Event of Default. Anything
contained in the Existing LSA to the contrary notwithstanding, any failure by
the Parent to make funds available to GSRP to cover projected cash shortfalls
under the Budget as contemplated herein (whether such failure is a result of the
Parent not having access to such funds under the Fleet/ASCRP Loan Documents or
otherwise) shall constitute an immediate Event of Default. The terms and
provisions of the Steamboat Collateral Sharing Agreement shall, with respect to
the Steamboat Non-Penthouse Quartershare Interests, take precedence over the
application of proceeds provisions of Section 8.2(c)(i) of the Existing LSA.
GSRP and the Lenders agree that the Steamboat Loan and Canyons Loan shall
continue to be evidenced by the Steamboat Construction Project Advance Notes and
the Canyons Construction Project Advance Notes, respectively, and any reference
in the Existing LSA or other Security Documents to the "Steamboat Inventory
Advance Notes, "Canyons Inventory Advance Notes" and/or "Inventory Notes" shall
be deemed to be a reference to the Steamboat Construction Project Advance Notes
and the Canyons Construction Project Advance Notes, as the case may be. The
Administrative Agent is hereby instructed to disburse to the Lenders (on a
ratable basis based on their respective holdings of Steamboat Obligations and
the Canyons Obligations) on the Fifth Amendment Effective Date all amounts, if
any, in the Cash Collateral Account for application by such Lenders to the
Obligations and to disburse, on each date on which interest is otherwise
scheduled to be paid on the Notes after the Fifth Amendment Effective Date (or
more frequently as the Administrative Agent may elect) to the Lenders (on a
ratable basis based on their respective holdings of Steamboat Obligations and
the Canyons Obligations) any amounts that are or would have been deposited into
the Cash Collateral Account under the Existing LSA for application by such
Lenders to the Obligations.

         Textron Financial Corporation, in its individual capacity as a Canyons
Construction Project Advance Lender, agrees, anything contained herein or in the
Amended LSA to the contrary notwithstanding, that its Canyons Construction
Project Advance Note and the portion of the Canyons Loan evidenced thereby shall
bear, after the Fifth Amendment Effective Date, interest at a rate of interest
as provided herein for the Canyons Loan except that the interest rate "floor"
shall not be 9.50% per ~annum but rather 9.0% per annum. The immediately
preceding sentence shall have no application to any Canyons Construction Project
Advance Lender except Textron Financial Corporation.

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

                  11.1 Except as otherwise disclosed on Schedule 3 attached
         hereto, each of the representations and warranties contained in Section
         3 of the Existing LSA (other than Section 4.4 thereof) is true and
         correct as of the date hereof.

                  11.2 Except with respect to the Permitted Exceptions (as
         defined herein), all Liens granted to the Administrative Agent under


                                       15
<PAGE>

         the Existing LSA and the other Security Documents are duly granted,
         valid, perfected and prior in right to all other Liens that now or
         hereafter may be granted to or held by any other Person.

                  11.3 The execution and delivery of this Fifth Amendment
         Agreement, the Steamboat Cash Pledge Agreement, the Modification
         Documents and the other documents and instruments contemplated herein,
         and compliance by GSRP with all of the provisions of this Fifth
         Amendment Agreement, the Existing LSA, as amended hereby, and each of
         the other documents set forth above are:

                           (i)      within the corporate powers of GSRP; and

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

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

                  11.5 GSRP will not be, on or after the date hereof, a party to
         any contract or agreement which restricts its right or ability to incur
         indebtedness under, or prohibits the execution of, or compliance with,
         this Fifth Amendment Agreement by GSRP. GSRP has not agreed or
         consented to cause or permit in the future (upon the happening of a
         contingency or otherwise) any of its Property constituting the
         Collateral, whether now owned or hereafter acquired, to be subject to a
         Lien other than Permitted Exceptions and all Liens in favor of the
         Administrative Agent in respect of such Collateral remain in full force
         and effect.

                  11.6 GSRP is not entering into this Fifth Amendment Agreement
         and the transactions contemplated hereby, and does not intend to incur
         any obligations hereunder or otherwise make any transfers in connection
         herewith, with the actual intent to hinder, delay or defraud either
         present or future creditors. After giving effect to the consummation of
         the transactions contemplated by this Fifth Amendment Agreement and the
         making of the Advances contemplated hereunder, (a) the assets of GSRP
         at a fair valuation thereof on a going concern basis will not be less
         than its debts, (b) GSRP is not currently engaged in or about to engage
         in a business or transaction for which its remaining assets are
         unreasonably small in relation to such business or transaction, and (c)
         GSRP will be able to pay its respective debts as they become due.
         "Debt" for purposes of this Section 11.6 means any liability on a
         claim, and "claim" means (i) any right to payment, whether or not such
         right is reduced to judgment, liquidated, unliquidated, fixed,
         contingent, matured, unmatured, disputed, undisputed, legal, equitable,
         secured or unsecured, or (ii) any right to an equitable remedy for


                                       16
<PAGE>

         breach of performance if such breach gives rise to a right to payment,
         whether or not such right to an equitable remedy is reduced to
         judgment, liquidated, unliquidated, fixed, contingent, matured,
         unmatured, disputed, undisputed, legal, equitable, secured or
         unsecured.

                  11.7 After giving effect to this Fifth Amendment Agreement, no
         Default or Event of Default has occurred or is continuing, nor does any
         event or condition exist that would constitute a Default or an Event of
         Default. No material adverse change has occurred in or in respect of
         the Collateral or any one or more of the Projects that has not been
         disclosed to the Administrative Agent and Lenders in writing. The
         Obligations continue to be Senior Debt under, and as defined in, the
         ASC Indenture and no default or event of default exists under such
         Indenture and, after giving effect to the purchase of the Sold
         Commercial Assets by ASC or a subsidiary thereof, no defaults or events
         of default will exist under said Indenture or any other agreement for
         indebtedness for borrowed money, any financing lease or any guaranty of
         any of the foregoing to which ASC or any subsidiary thereof is a party.
         No default by the Parent in the payment of indebtedness for borrowed
         money or in respect of any financing lease or any guarantee issued by
         the Parent in respect of indebtedness for borrowed money or financing
         leases exists. GSRP has not issued and is not otherwise obligated in
         respect of any obligation of the Parent, ASC or any subsidiary of ASC
         for borrowed-money indebtedness, any financing lease or any guaranty.

                  11.8 Mount Snow, Ltd., Killington, Ltd., and Sunday River
         Skiway Corporation have pledged no Collateral to the Administrative
         Agent but have agreed to make payments to the Administrative Agent
         under their respective Beneficial Improvement Agreements in respect of
         the Northeastern Commercial Core Assets, all of which payments are
         being released from the Liens of the Blanket Mortgages and other
         Security Documents pursuant to Section 4 hereof.

                  11.9 The aggregate amount of the Steamboat Quartershare
         Interest "minimum release dollar amounts" set forth on Schedule 4
         attached hereto, to be in effect immediately after the Fifth Amendment
         Effective Date, is equal to the aggregate outstanding principal
         balances of the Steamboat Loan and the Colorado First/PCL Promissory
         Note as of such date.

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

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

                  12.2     Secretary's Certificates.

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



                                       17
<PAGE>

                           (i) the adoption by the Board of Directors of GSRP of
                  a resolution authorizing GSRP to enter into this Fifth
                  Amendment Agreement, the Steamboat Settlement Agreement, the
                  Steamboat Collateral Sharing Agreement and the transactions
                  and instruments contemplated hereby and thereby and to sell
                  the Northeastern Commercial Core Assets to ASC or a subsidiary
                  thereof, and

                           (ii) the incumbency and authority of, and verifying
                  the specimen signatures of, the officers of GSRP authorized to
                  execute and deliver this Fifth Amendment Agreement, the
                  Modification Agreements (referred to below), the Steamboat
                  Cash Pledge Agreement, the Steamboat Collateral Sharing
                  Agreement and the other documents contemplated hereunder.

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

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

                  12.5 Consent. Each Lender shall have consented to this Fifth
         Amendment Agreement. Textron Financial Corporation, in its individual
         lending capacity, shall have executed and delivered to GSRP an
         amendment to the Statement of Intention and Special Additional
         Financing Agreement dated as of July 25, 2000 that, among other things,
         provides for Textron Financial Corporation, in its individual lending
         capacity, to extend an additional $3,058,336.15 in advances to GSRP in
         connection with the closing of the Steamboat Settlement Agreement.

                  12.6     Other Documents.

                           (a) GSRP shall have executed a modification agreement
                  (individually, a "Modification Agreement" and, collectively,
                  the "Modification Agreements") to each of the Blanket
                  Mortgages, each in form and substance satisfactory to the
                  Administrative Agent, and shall have delivered the same to the
                  Administrative Agent and shall have delivered to the
                  Administrative Agent title insurance endorsements to the Title
                  Insurance Policy {Blanket} in respect of the Canyons, Mt.
                  Snow, Killington, Attitash and Jordan Bowl Projects in form
                  and substance satisfactory to the Administrative Agent whereby
                  the effective date of such Title Insurance Policy {Blanket}
                  shall be made the Fifth Amendment Effective Date, all
                  exclusions and/or exceptions not satisfactory to the
                  Administrative Agent shall have been removed or appropriate
                  endorsements in respect thereof shall have been obtained. All
                  premiums in respect of such endorsement to such Title
                  Insurance Policy {Blanket} shall have been paid in full and
                  evidence thereof shall have been delivered to the
                  Administrative Agent.

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



                                       18
<PAGE>

                  12.7 Proceedings. All actions taken in connection with the
         execution of this Fifth Amendment Agreement and all documents and
         papers relating thereto shall be satisfactory to the Administrative
         Agent and its counsel. The Administrative Agent and its counsel shall
         have received copies of such documents and papers as it or such counsel
         may reasonably request in connection therewith, all in form and
         substance satisfactory to the Administrative Agent and its counsel.

                  12.8 Release of Escrow. The proceeds of the Final Steamboat
         Construction Cost Advance shall have been released from the escrow
         established pursuant to the Steamboat Settlement Agreement and the 2001
         Escrow Letter in accordance with their respective terms and paid by the
         escrowee thereunder to CFC/PCL or as otherwise provided for in said
         Agreement or Letter.

         13.      Miscellaneous.

                  13.1 This Fifth Amendment Agreement shall be binding upon and
         inure to the benefit of the parties hereto and their respective
         successors and permitted assigns.

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

                  13.3 The titles of the Sections appear as a matter of
         convenience only, do not constitute a part hereof and shall not affect
         the construction hereof. The words "herein," "hereof," "hereunder" and
         "hereto" refer to this Fifth Amendment Agreement as a whole and not to
         any particular Section or other subdivision.

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

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

                  13.6 This Fifth Amendment Agreement may be executed in any
         number of counterparts, each of which shall be an original but all of
         which together shall constitute one instrument. Each counterpart may
         consist of a number of copies hereof, each signed by less than all, but
         together signed by all, of the parties hereto.

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


                                       19
<PAGE>


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

GSRP:                                             Lender:

GRAND SUMMIT RESORT                               TEXTRON FINANCIAL
PROPERTIES, INC.                                  CORPORATION



By: /s/ Foster A. Stewart, Jr.                 By: /s/ Nicholas L. Mecca
   ----------------------------------              -----------------------------
   Name: Foster A. Stewart                         Name: Nicholas L. Mecca
   Title: Senior Vice President and                Title: Division President
          General Counsel
                                                  Lender:

                                                  FOOTHILL CAPITAL CORPORATION


                                                By:  /s/ Stacy Yucht
                                                   -----------------------------
                                                   Name: Stacy Yucht
                                                   Title: Vice President


                                                  Lender:

                                                  FINOVA CAPITAL CORPORATION



                                                By:  /s/ Gayle R. McKenzie
                                                   -----------------------------
                                                   Name: Gayle R. McKenzie
                                                   Title: Vice President

                                     Lender:

                                                LITCHFIELD FINANCIAL CORPORATION



                                                By:  /s/ Nicholas L. Mecca
                                                   -----------------------------
                                                   Name: Nicholas L. Mecca
                                                   Title: Vice President



                                       20
<PAGE>


Administrative Agent:

TEXTRON FINANCIAL CORPORATION



By:  /s/ Nicholas L. Mecca
   -----------------------------
   Name: Nicholas L. Mecca
   Title: Division President


AGREED AND CONSENTED TO:

L.B.O. HOLDING, INC.




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




                                       21
<PAGE>

MOUNT SNOW, LTD.




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


KILLINGTON, LTD.




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


SUNDAY RIVER SKIWAY CORPORATION




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


ASC UTAH, INC.


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



STEAMBOAT SKI & RESORT CORPORATION




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



                                       22
<PAGE>


AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.*




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


*American Skiing Company Resort Properties, Inc. (the "Parent") refers to
Section 4.2 of that certain Second Amended and Restated Credit Agreement dated
as of July 31, 2000 among the Parent, Fleet National Bank, as agent (the
"Agent"), and the lenders signatories thereto, as amended by that certain First
Amendment to Second Amended and Restated Credit Agreement dated as of August 20,
2001 (the "Fleet Loan Agreement") and hereby makes the following statements and
undertakings in favor of GSRP, the Administrative Agent and the Lenders: (1) as
of the Fifth Amendment Effective Date, there shall be not less than $5,500,000
of cash on-hand in the General Cash Collateral Account (prior to giving effect
to the transfer of the $1,000,000 referred to in the following clause (2)), (2)
as of the Fifth Amendment Effective Date, $1,000,000 of that $5,500,000 will
have been infused into GSRP in connection with the acquisition by the Parent of
the Northeastern Commercial Core Assets, (3) upon receipt by the Parent from
time to time after the Fifth Amendment Effective Date of a written request from
GSRP for a cash infusion, the Parent agrees to promptly submit a disbursement
request to the Agent under Section 4.2 of the Fleet Loan Agreement to withdraw
from the General Cash Collateral Account (as defined in the Fleet Loan
Agreement) cash in the amount so requested by GSRP, and the Parent further
agrees, upon receipt of such cash from the Agent, to promptly loan the same to
GSRP, provided that (a) the terms and conditions in respect of such request set
forth in Section 4.2 of the Fleet Loan Agreement are satisfied and (b) the cash
proceeds from such request are used to cover cash shortfalls of GSRP under the
Budget (as such term is defined in the Fleet Loan Agreement), a copy of which
has been delivered to the Administrative Agent, (4) absent a Default under, and
as defined in, the Fleet Loan Agreement, the Parent agrees to maintain a balance
at all times in the General Cash Collateral Account such that GSRP shall have
access to, and the use of, the aforesaid $5,500,000 less the amounts that the
Parent shall have withdrawn therefrom at GSRP's instruction (including the
aforesaid $1,000,000 withdrawal), (5) the Parent agrees not to amend or modify
Section 4.2 of the Fleet Loan Agreement without the prior written consent of the
Administrative Agent, (6) as of the Fifth Amendment Effective Date, no Default
or Event of Default (as such terms are defined in the Fleet Loan Agreement)
exists, and (7) the Parent hereby confirms all of its obligations under the
Subordination Agreement in favor of the Administrative Agent and the Lenders to
which it is a party and acknowledges that the same shall be applicable, among
other things, to any and all indebtedness incurred by GSRP in favor of the
Parent pursuant to clause (3) above.




                                       23
<PAGE>


                                   Schedule 1

List of Mechanic's, Materialmen's and Laborer's Liens To Be Released/List of
Civil Actions to Foreclose Such Liens


1.  Comelco Electric, Inc.

Mechanics Lien, evidenced by statement of lien in amount of $1,525,075.00
recorded October 9, 2000 at Reception No. 534345.

Mechanics Lien, evidence by statement of lien in the amount of $1,915,500.00
recorded March 27, 2001 at Reception No. 542828.

Notice of Lis Pendens (third-party plaintiff) recorded June 28, 2001 at
Reception No. 547589/Civil Action No. 01 CV 48 in the District Court of the
County of Routt

2.  Ace Tile & Terrazzo, Inc.

Mechanics Lien, evidenced by statement of lien in the amount of $346,290.83
recorded December 22, 2000 at Reception No. 538408.

Mechanics Lien, evidenced by statement of lien in the amount of $325,594.42
recorded March 1, 2001 at Reception No. 541251.


3. Colorado First/PCL, a Joint Venture

Mechanics Lien, evidenced by statement of lien in the amount of $5,456,777.00
recorded January 8, 2001 at Reception No. 538942.

Mechanics Lien, evidenced by statement of lien in the amount of $6,633,072.00
recorded May 29, 2001 at Reception No. 545760.

Notice of Lis Pendens rcorded May 4, 2001 at Reception No. 544637/ Civil Action
No. 01 CV 48 in the District Court of the County of Routt

4.  Duckels Construction, Inc.

Mechanics Lien, evidenced by statement of lien in the amount of $238,314.01
recorded March 26, 2001 at Reception no. 542806.

Notice of Lis Pendens (third-party plaintiff) recorded July 11, 2001 at
Reception No. 548155/Civil Action No. 01 CV 48 in the District Court of the
County of Routt




                                       24
<PAGE>


5.  Diversified Builders, Inc.

Mechanics Lien, evidenced by statement of lien in the amount of $986,600.00
recorded April 4, 2001 at Reception No. 543260.


6.  Western States Fire Protection Company

Mechanics Lien, evidenced by statement of lien in the amount of $195,063.50
recorded April 27, 2001 at Reception No. 544280.


7.  Edge Construction Specialists, Inc.

Mechanics Lien, evidenced by statement of lien in the amount of $349,002.35
recorded April 27, 2001 at Reception No. 544281.


8.  Jean Wells dba Wells Contracting Services, Inc.

Mechanics Lien, evidenced by statement of lien in the amount of $12,791.96
recorded May 29, 2001 at Reception No. 545767.


9.  RK Mechanical Inc.

Mechanics Lien, evidenced by statement of lien in the amount of $3,856,520.91
recorded June 11, 2001 at Reception No. 546649.


10.  Champagne Industries, Inc. D/B/A Atrium Window and Door Company of
        the Rockies

Mechanics Lien, evidenced by statement of lien in the amount of $120,252.82
recorded July 20, 2001 at Reception No. 548616.



                                       25
<PAGE>

~

                                   Schedule 2

                             Sold Commercial Assets


Killington Grand Summit Hotel, Killington, Vermont - the Commercial Unit.*  +

Jordan Grand Summit Hotel, Newry, Maine - Commercial Unit 1.* +

Mount Snow Grand Summit Hotel, Dover, Vermont - the Commercial Unit. *  **

Stagecoach parking lot at Heavenly ski resort, Stateline, Nevada +

Jordan Bowl developmental property consisting of approximately 272 acres in
Newry and Riley Townships, Maine. +






*Denotes Northeastern Commercial Core Assets that will be sold to the Parent by
GSRP.

** Denotes Northeastern Commercial Core Assets that will be pledged as
collateral under the Fleet/ASCRP Loan Documents.

+ Denotes an asset that will be sold by the Parent to ASC.



                                       26
<PAGE>


                                   Schedule 3


                   Exceptions to Representation and Warranties


None.



                                       27
<PAGE>

                                   Schedule 4

      Steamboat Minimum Release Prices as of Fifth Amendment Effective Date



                                       28
<PAGE>