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               ACCESSION, LOAN SALE AND SECOND AMENDMENT AGREEMENT

                                       RE:

                           LOAN AND SECURITY AGREEMENT

                                      AMONG


                GRAND SUMMIT RESORT PROPERTIES, INC., AS BORROWER


                                       AND


             TEXTRON FINANCIAL CORPORATION, AS ADMINISTRATIVE AGENT


                                       AND


      THE LENDERS LISTED HEREIN, AS LENDERS, FINOVA CAPITAL CORPORATION AND
                        LITCHFIELD FINANCIAL CORPORATION


                               DATED JUNE 24, 1999





<PAGE>

               ACCESSION, LOAN SALE AND SECOND AMENDMENT AGREEMENT


         THIS ACCESSION,  LOAN SALE AND SECOND  AMENDMENT  AGREEMENT (as amended
from time to time, this "Agreement"), dated June 24, 1999 (the "Second Amendment
Closing Date") among GRAND SUMMIT RESORT PROPERTIES,  INC., a Maine corporation,
(herein  referred  to as  "GSRP"),  FINOVA  CAPITAL  CORPORATION  ("FINOVA"),  a
Delaware  corporation,   LITCHFIELD  FINANCIAL  CORPORATION  ("LITCHFIELD"),   a
Massacusetts corporation,  the lenders listed on the signature pages hereof(each
individually referred to herein as an "Original Lender" and,  collectively,  the
"Original  Lenders;" the Original Lenders and FINOVA and Litchfield are referred
to herein,  individually,  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 the
Original Lenders 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, "Amended LSA"), pursuant to which the Original 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 unless otherwise defined herein;

C. WHEREAS, the parties to the Existing LSA have agreed to certain amendments to
the Existing LSA, as described  and set forth below,  and to add to the Existing
LSA, as amended  hereby,  (1) FINOVA as a Canyons  Construction  Project Advance
Lender and as a Canyons Inventory Advance Lender and (2) Litchfield as a Canyons
Construction  Project  Advance Lender,  a Canyons  Inventory  Advance Lender,  a
Steamboat  Construction  Project Advance Lender, a Steamboat  Inventory  Advance
Lender,  an Attitash  Inventory  Advance Lender, a Jordan Bowl Inventory Advance
Lender, a Killington  Inventory  Advance Lender and a Mt. Snow Inventory Advance
Lender;

         NOW,  THEREFORE,  in consideration of the Administrative  Agent's,  the
Lenders,'  FINOVA's,  Litchfield's  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
Original Lenders, FINOVA, Litchfield and GSRP hereby agree as follows:


<PAGE>

1.       ACCESSION; SALE OF CERTAIN EXISTING LOANS.

                  (a) FINOVA  Accession.Textron  Financial  Corporation,  in its
         individual  capacity,  does hereby  exercise  its right  under  Section
         2.6(c) of the  Existing  LSA and adds  FINOVA to the  Existing  LSA, as
         amended hereby, as a Canyons  Construction Project Advance Lender and a
         Canyons Inventory Advance Lender, with all of the respective rights and
         obligations  in respect  thereof  that are provided for in the Existing
         LSA,  as amended  hereby.  The  Canyons  Construction  Project  Advance
         Commitment  of FINOVA shall be as set forth on  Attachment 1 hereto and
         such Commitment of FINOVA shall be in addition to any existing  Canyons
         Construction  Project Advance  Commitments of the Original Lenders,  as
         shown on Attachment 2 hereto,  but subject to the  reallocation of such
         existing  Commitments  as described on said  Attachment  2. The Canyons
         Inventory  Advance  Commitment  of  FINOVA  shall  be as set  forth  on
         Attachment 1 hereto and such  Commitment of FINOVA shall be in addition
         to any existing Canyons Inventory  Advance  Commitments of the Original
         Lenders,   as  shown  on  Attachment  2  hereto,  but  subject  to  the
         reallocation  of  such  existing   Commitments  as  described  on  said
         Attachment  2.  FINOVA  does  hereby  agree to become,  and does hereby
         accept its becoming, a party to the Existing LSA, as amended hereby, as
         a  Canyons   Construction  Project  Advance  Lender  with  the  Canyons
         Construction  Project  Advance  Commitment  set forth on  Attachment  1
         hereto  and  a  Canyons  Inventory  Advance  Lender  with  the  Canyons
         Inventory  Advance  Commitment  set forth on  Attachment 1 hereto,  and
         FINOVA  further  agrees to be bound by the terms and  conditions of the
         Existing LSA, as amended hereby. GSRP, by its execution and delivery of
         this Agreement, hereby approves of the adding of FINOVA to the Existing
         LSA,  as amended  hereby,  as a Canyons  Construction  Project  Advance
         Lender  and  a  Canyons   Inventory   Advance   Lender.   Each  of  the
         Administrative Agent and the Original Lenders acknowledges receipt of a
         copy of this Agreement.  GSRP agrees to deliver to FINOVA on the Second
         Amendment Closing Date (a) a Canyons  Construction Project Advance Note
         reflecting  the Canyons  Construction  Project  Advance  Commitment  of
         FINOVA set forth on  Attachment  1 hereto  and (b) a Canyons  Inventory
         Advance Note  reflecting the Canyons  Inventory  Advance  Commitment of
         FINOVA set forth on Attachment 1 hereto.

                  (b) Sale to FINOVA of a Portion of the Existing Canyons Loan.

                           (i)  GSRP  hereby  represents  and  warrants  to  the
                  Original Lenders,  the  Administrative  Agent, and FINOVA that
                  the outstanding principal amount of the Canyons Loan (together
                  with  accrued  and unpaid  interest  thereon) as of the Second
                  Amendment Closing Date is as set forth on Attachment 3 hereto.
                  Textron Financial  Corporation,  as an Original Lender, hereby
                  confirms  and  warrants to FINOVA that the amount set forth on
                  Attachment 3 and  identified  as its share of the Canyons Loan
                  (together with accrued and unpaid interest  thereon) as of the
                  Second Amendment Closing Date is correct. Green Tree Financial
                  Servicing Corporation,  as an Original Lender, hereby confirms
                  and warrants to FINOVA that the amount set forth on Attachment
                  3 and  identified  as its share of the Canyons Loan  (together
                  with  accrued  and unpaid  interest  thereon) as of the Second
                  Amendment Closing Date is correct.



<PAGE>


                           (ii) Textron  Financial  Corporation,  as an Original
                  Lender  pursuant to Section 2.6(b) of the Existing LSA, hereby
                  sells,  assigns and  transfers  to FINOVA,  and FINOVA  hereby
                  accepts  from   Textron   Financial   Corporation   the  sale,
                  assignment  and  transfer,  of a 50.0%  undivided  interest in
                  Textron Financial  Corporation's share of the Canyons Loan, as
                  set forth on  Attachment 3 hereto,  which  undivided  interest
                  consists of a principal amount of $3,842,513.63 and an accrued
                  and unpaid interest  amount of $22,557.35,  and FINOVA agrees,
                  on the Second  Amendment  Closing  Date and  contemporaneously
                  with the  consummation of such sale,  assignment and transfer,
                  to pay to Textron  Financial  Corporation,  as provided for in
                  Section  1(i)(x)  below,  a purchase  price in respect of such
                  50.0% undivided interest of $3,865,070.98.  In connection with
                  the foregoing  sale,  assignment and transfer,  FINOVA assumes
                  from Textron  Financial  Corporation  (and  Textron  Financial
                  Corporation  is relieved from) the  obligations,  if any, of a
                  Canyons  Construction Project Advance Lender under the Amended
                  LSA and other  Security  Documents to the extent of such sale,
                  assignment and transfer.  GSRP consents to the aforesaid sale,
                  assignment, transfer and assumption.

                           (iii) Green Tree Financial Servicing Corporation,  as
                  an Original  Lender pursuant to Section 2.6(b) of the Existing
                  LSA, hereby sells, assigns and transfers to FINOVA, and FINOVA
                  hereby accepts from Green Tree Financial Servicing Corporation
                  the  sale,  assignment  and  transfer,  of a  50.0%  undivided
                  interest in Green Tree Financial Servicing Corporation's share
                  of the  Canyons  Loan,  as set forth on  Attachment  3 hereto,
                  which  undivided  interest  consists of a principal  amount of
                  $3,842,513.64  and an accrued  and unpaid  interest  amount of
                  $22,557.35, and FINOVA agrees, on the Second Amendment Closing
                  Date and contemporaneously with the consummation of such sale,
                  assignment  and  transfer,  to pay  to  Green  Tree  Financial
                  Servicing  Corporation,  as  provided  for in Section  1(i)(x)
                  below,  a purchase  price in  respect of such 50.0%  undivided
                  interest of  $3,865,070.99.  In connection  with the foregoing
                  sale, assignment and transfer,  FINOVA assumes from Green Tree
                  Financial  Servicing  Corporation  (and Green  Tree  Financial
                  Servicing  Corporation is relieved from) the  obligations,  if
                  any, of a Canyons  Construction  Project  Advance Lender under
                  the Amended LSA and other Security  Documents to the extent of
                  such sale,  assignment  and  transfer.  GSRP  consents  to the
                  aforesaid sale, assignment, transfer and assumption.

                           (iv) GSRP agrees that the principal amounts set forth
                  in  subclauses  (ii) and (iii) above being sold,  assigned and
                  transferred by Textron  Financial  Corporation  and Green Tree
                  Financial Servicing Corporation, respectively, to FINOVA shall
                  be  deemed to be  immediately  outstanding  under the  Canyons
                  Construction Project Advance Note to be delivered to FINOVA by
                  GSRP  pursuant  to Section  1(a)  hereof,  and the accrued and
                  unpaid interest being sold, assigned and transferred therewith
                  shall  also be  deemed  outstanding  under  such  Construction
                  Project Advance Note and due and payable on the next scheduled
                  interest  payment date under the Amended LSA, and GSRP further
                  agrees  to  note  all  of  the   foregoing   on  such  Canyons
                  Construction  Project  Advance  Note  and  in  its  books  and
                  records.  GSRP further  agrees that the sale,  assignment  and
                  transfer  of the  aforesaid  amounts  of the  Canyons  Loan by
                  Textron   Financial   Corporation  and  Green  Tree  Financial
                  Servicing  Corporation  to  FINOVA  shall be  treated  for all
                  purposes  under  the  Amended  LSA as if FINOVA  had  extended

<PAGE>

                  Canyons  Construction  Project  Advances  to GSRP  in  respect
                  thereof and FINOVA shall have a 100% interest therein.  On and
                  after the  Second  Amendment  Closing  Date,  neither  Textron
                  Financial  Corporation  nor  Green  Tree  Financial  Servicing
                  Corporation shall have any right,  title or interest in and to
                  the aforesaid  sold,  assigned and  transferred  principal and
                  interest and the Administrative  Agent agrees to pay the same,
                  when  received  by it from  GSRP  and in  accordance  with the
                  Amended LSA, directly to FINOVA.

                  (c) Litchfield Accession.  Textron Financial  Corporation,  in
         its individual  capacity,  does hereby exercise its right under Section
         2.6(c) of the Existing LSA and adds  Litchfield to the Existing LSA, as
         amended hereby,  as a Canyons  Construction  Project Advance Lender,  a
         Canyons  Inventory  Advance Lender,  a Steamboat  Construction  Project
         Advance Lender and a Steamboat Inventory Advance Lender with all of the
         respective  rights and obligations in respect thereof that are provided
         for in the Existing LSA, as amended  hereby.  The Canyons  Construction
         Project  Advance  Commitment  of  Litchfield  shall be as set  forth on
         Attachment  1 hereto and such  Commitment  shall be in  addition to any
         existing  Canyons  Construction  Project  Advance  Commitments  of  the
         Original Lenders,  as shown on Attachment 2 hereto,  but subject to the
         reallocation  of  such  existing   Commitments  as  described  on  said
         Attachment 2. The Canyons  Inventory  Advance  Commitment of Litchfield
         shall be as set forth on Attachment 1 hereto and such Commitment  shall
         be in addition to any existing Canyons Inventory Advance Commitments of
         the Original Lenders,  as shown on Attachment 2 hereto,  but subject to
         the  reallocation  of such  existing  Commitments  as described on said
         Attachment 2. The Steamboat  Construction Project Advance Commitment of
         Litchfield  shall be as set  forth  on  Attachment  1  hereto  and such
         Commitment shall be in addition to any existing Steamboat  Construction
         Project  Advance  Commitments  of the  Original  Lenders,  as  shown on
         Attachment 2 hereto,  but subject to the  reallocation of such existing
         Commitments as described on said Attachment 2. The Steamboat  Inventory
         Advance  Commitment of Litchfield shall be as set forth on Attachment 1
         hereto  and  such  Commitment  shall  be in  addition  to any  existing
         Steamboat  Inventory Advance  Commitments of the Original  Lenders,  as
         shown on Attachment 2 hereto,  but subject to the  reallocation of such
         existing Commitments as described on said Attachment 2. Litchfield does
         hereby agree to become, and does hereby accept its becoming, a party to
         the Existing LSA, as amended hereby, as a Canyons  Construction Project
         Advance Lender with the Canyons Construction Project Advance Commitment
         set forth on Attachment 1 hereto,  a Canyons  Inventory  Advance Lender
         with the Canyons Inventory Advance Commitment set forth on Attachment 1
         hereto,  a  Steamboat  Construction  Project  Advance  Lender  with the
         Steamboat   Construction   Project  Advance  Commitment  set  forth  on
         Attachment 1 hereto and a Steamboat  Inventory  Advance Lender with the
         Steamboat  Inventory  Advance  Commitment  set  forth on  Attachment  1
         hereto,  and  Litchfield  further  agrees  to be bound by the terms and
         conditions  of the  Existing  LSA,  as  amended  hereby.  GSRP,  by its
         execution and delivery of this Agreement, hereby approves of the adding
         of  Litchfield  to the Existing  LSA, as amended  hereby,  as a Canyons
         Construction  Project  Advance  Lender,  a  Canyons  Inventory  Advance
         Lender,  a  Steamboat   Construction  Project  Advance  Lender,  and  a
         Steamboat  Inventory Advance Lender.  Each of the Administrative  Agent
         and  the  Original  Lenders  acknowledges  receipt  of a copy  of  this
         Agreement. GSRP agrees to deliver to Litchfield on the Second Amendment
         Closing Date (a) a Canyons Construction Project Advance Note reflecting
         the Canyons  Construction  Project Advance Commitment of Litchfield set
         forth on  Attachment  1 hereto,  (b) a Canyons  Inventory  Advance Note
         reflecting the Canyons Inventory  Advance  Commitment of Litchfield set
         forth on  Attachment  1 hereto,  (c) a Steamboat  Construction  Project
         Advance Note  reflecting  the Steamboat  Construction  Project  Advance
         Commitment  of Litchfield  set forth on Attachment 1 hereto,  and (d) a
         Steamboat  Inventory  Advance Note  reflecting the Steamboat  Inventory
         Advance Commitment of Litchfield set forth on Attachment 1 hereto.

                  (d) Sale to Litchfield of a Portion of the Existing Loans.

                           (i)  GSRP  hereby  represents  and  warrants  to  the
                  Original Lenders, the Administrative Agent and Litchfield that
                  the  outstanding   principal  amount  of  each  of  the  Loans
                  (together with accrued and unpaid interest  thereon) as of the
                  Second Amendment  Closing Date is as set forth on Attachment 3
                  hereto. Textron Financial Corporation,  as an Original Lender,
                  hereby confirms and warrants to Litchfield that the amount set
                  forth on  Attachment  3 and  identified  as its  share of such
                  Loans (together with accrued and unpaid  interest  thereon) as
                  of the Second  Amendment  Closing Date is correct.  Green Tree
                  Financial Servicing Corporation, as an Original Lender, hereby
                  confirms and warrants to Litchfield  that the amount set forth
                  on  Attachment  3 and  identified  as its  share of the  Loans
                  (together with accrued and unpaid interest  thereon) as of the
                  Second Amendment Closing Date is correct.

                           (ii) Textron  Financial  Corporation,  as an Original
                  Lender and  pursuant to Section  2.6(b) of the  Existing  LSA,
                  hereby  sells,  assigns  and  transfers  to  Litchfield,   and
                  Litchfield hereby accepts from Textron  Financial  Corporation
                  the  sale,  assignment  and  transfer,  of a 12.50%  undivided
                  interest  in  Textron  Financial  Corporation's  share  of the
                  Steamboat  Loan,  as set forth on  Attachment 3 hereto,  which
                  undivided   interest   consists  of  a  principal   amount  of
                  $1,285,965.75  and an accrued  and unpaid  interest  amount of
                  $7,565.85,  and  Litchfield  agrees,  on the Second  Amendment
                  Closing Date and  contemporaneously  with the  consummation of
                  such  sale,   assignment  and  transfer,  to  pay  to  Textron
                  Financial  Corporation,  as  provided  for in Section  1(i)(x)
                  below,  an  aggregate   purchase  price  in  respect  of  such
                  undivided  interests of $1,293,531.60.  In connection with the
                  foregoing sale, assignment and transfer but only to the extent
                  of such sale, assignment and transfer, Litchfield assumes from
                  Textron   Financial   Corporation   (and   Textron   Financial
                  Corporation is relieved from) the obligations,  if any, of a a
                  Steamboat  Construction  Project Advance Lender. GSRP consents
                  to the aforesaid sale, assignment, transfer and assumption.
                           (iii) Green Tree Financial Servicing Corporation,  as
                  an  Original  Lender and  pursuant  to  Section  2.6(b) of the
                  Existing  LSA,   hereby   sells,   assigns  and  transfers  to
                  Litchfield,  and  Litchfield  hereby  accepts  from Green Tree
                  Financial  Servicing  Corporation  the  sale,  assignment  and
                  transfer, of



<PAGE>


                                    (A) a  12.50%  undivided  interest  in Green
                           Tree Financial  Servicing  Corporation's share of the
                           Canyons  Loan,  as set forth on  Attachment 3 hereto,
                           which  undivided  interest  consists  of a  principal
                           amount  of  $960,628.41  and an  accrued  and  unpaid
                           interest amount of $5,639.34,


                                    (B) a 25.0% undivided interest in Green Tree
                           Financial   Servicing   Corporation's  share  of  the
                           Attitash  Loan,  as set forth on Attachment 3 hereto,
                           which  undivided  interest  consists  of a  principal
                           amount  of  $80,921.37  and  an  accrued  and  unpaid
                           interest amount of $490.33,

                                    (C) a 25.0% undivided interest in Green Tree
                           Financial  Corporation's  share  of the  Jordan  Bowl
                           Loan,  as set forth on  Attachment  3  hereto,  which
                           undivided  interest consists of a principal amount of
                           $684,723.87 and an accrued and unpaid interest amount
                           of $4,118.08,

                                    (D) a 25.0% undivided interest in Green Tree
                           Financial   Servicing   Corporation's  share  of  the
                           Killington Loan, as set forth on Attachment 3 hereto,
                           which  undivided  interest  consists  of a  principal
                           amount  of  $505,282.61  and an  accrued  and  unpaid
                           interest amount of $3,164.58, and

                                    (E) a 25.0% undivided interest in Green Tree
                           Financial  Servicing  Corporation's  share of the Mt.
                           Snow Loan, as set forth on Attachment 3 hereto, which
                           undivided  interest consists of a principal amount of
                           $1,185,480.62  and an  accrued  and  unpaid  interest
                           amount of $7,070.92,

                  and Litchfield  agrees,  on the Second Amendment  Closing Date
                  and  contemporaneously  with the  consummation  of such  sale,
                  assignment  and  transfer,  to pay  to  Green  Tree  Financial
                  Servicing  Corporation,  as  provided  for in Section  1(i)(x)
                  below,  an  aggregate   purchase  price  in  respect  of  such
                  undivided  interests of $3,437,520.13.  In connection with the
                  foregoing sale, assignment and transfer but only to the extent
                  of such sale, assignment and transfer, Litchfield assumes from
                  Green Tree  Financial  Servicing  Corporation  (and Green Tree
                  Financial   Servicing   Corporation   is  relieved  from)  the
                  obligations, if any, of a Canyons Construction Project Advance
                  Lender, a Steamboat  Construction  Project Advance Lender,  an
                  Attitash  Inventory  Advance  Lender,  a Jordan Bowl Inventory
                  Advance Lender, a Killington  Inventory Advance Lender,  and a
                  Mt. Snow Inventory  Advance Lender,  as the case may be, under
                  the Amended LSA and other Security Documents. GSRP consents to
                  the aforesaid sale, assignment, transfer and assumption.



<PAGE>


                           (iv) GSRP agrees that the principal amounts set forth
                  in  subclauses  (iii)(A)  above in respect of the Canyons Loan
                  being sold,  assigned and  transferred by Green Tree Financial
                  Servicing  Corporation  to  Litchfield  shall be  deemed to be
                  immediately outstanding under the Canyons Construction Project
                  Advance Note (as a Canyons Construction Project Advance) to be
                  delivered  to  Litchfield  by GSRP  pursuant  to Section  1(c)
                  hereof,  and the  accrued  and  unpaid  interest  being  sold,
                  assigned  and  transferred  therewith  shall  also  be  deemed
                  outstanding under such  Construction  Project Advance Note and
                  due and payable on the next  scheduled  interest  payment date
                  under the Amended LSA, and GSRP further  agrees to note all of
                  the  foregoing on such Canyons  Construction  Project  Advance
                  Note and in its books and records.  GSRP  further  agrees that
                  the sale,  assignment and transfer of the aforesaid amounts of
                  the Canyons Loan by Green Tree Financial Servicing Corporation
                  to  Litchfield  shall be treated  for all  purposes  under the
                  Amended LSA as if Litchfield had extended Canyons Construction
                  Project  Advances to GSRP in respect  thereof  and  Litchfield
                  shall have a 100%  interest  therein.  On and after the Second
                  Amendment   Closing  Date,  Green  Tree  Financial   Servicing
                  Corporation shall not have any right, title or interest in and
                  to the aforesaid sold, assigned and transferred  principal and
                  interest and the Administrative  Agent agrees to pay the same,
                  when received by it from GSRP and in accordance with the terms
                  of the Amended LSA, to Litchfield,

                           (v) GSRP agrees that the  principal  amount set forth
                  in subclause  (ii)(B) above in respect of the  Steamboat  Loan
                  being sold,  assigned  and  transferred  by Textron  Financial
                  Corporation  to Litchfield  shall be deemed to be  immediately
                  outstanding under the Steamboat  Construction  Project Advance
                  Note to be delivered to Litchfield by GSRP pursuant to Section
                  1(c) hereof,  and the accrued and unpaid  interest being sold,
                  assigned  and  transferred  therewith  shall  also  be  deemed
                  outstanding under such Steamboat  Construction Project Advance
                  Note  and due  and  payable  on the  next  scheduled  interest
                  payment date under the Amended LSA, and GSRP further agrees to
                  note  all of the  foregoing  on  such  Steamboat  Construction
                  Project  Advance  Note  and in its  books  and  records.  GSRP
                  further  agrees that the sale,  assignment and transfer of the
                  aforesaid  amounts of the Steamboat Loan by Textron  Financial
                  Corporation  to  Litchfield  shall be treated for all purposes
                  under the Amended LSA as if Litchfield had extended  Steamboat
                  Construction  Project  Advances to GSRP in respect thereof and
                  Litchfield  shall have a 100% interest  therein.  On and after
                  the  Second   Amendment   Closing  Date,   Textron   Financial
                  Corporation shall not have any right, title or interest in and
                  to the aforesaid sold, assigned and transferred  principal and
                  interest and the Administrative  Agent agrees to pay the same,
                  when received by it from GSRP in accordance  with the terms of
                  the Amended LSA, to Litchfield,



<PAGE>


                           (vi) GSRP acknowledges that the principal amounts set
                  forth in subclause  (iii)(B)  above in respect of the Attitash
                  Loan are being sold,  assigned and  transferred  by Green Tree
                  Financial Servicing Corporation to Litchfield.  GSRP agrees to
                  deliver to Litchfield on the Second Amendment  Closing Date an
                  Attitash  Inventory  Advance Note in the  aggregate  principal
                  amount equal to the sum of the principal  amounts set forth in
                  subclause  (iii)(B)  above and such amounts shall be deemed to
                  be  immediately  outstanding  under  such  Attitash  Inventory
                  Advance Note; the aforesaid  accrued and unpaid interest shall
                  also be  deemed  outstanding  under  such  Attitash  Inventory
                  Advance  Note  and  shall  be due  and  payable  on  the  next
                  scheduled  interest  payment date under the Amended LSA;  GSRP
                  agrees to note all of the foregoing on such Attitash Inventory
                  Advance Note and in its books and records. GSRP further agrees
                  that  the  sale,  assignment  and  transfer  of the  aforesaid
                  amounts of the Attitash Loan by Green Tree Financial Servicing
                  Corporation  to  Litchfield  shall be treated for all purposes
                  under the Amended  LSA as an  assignment  thereof  pursuant to
                  Section  2.6(b) of the Existing  LSA, as amended  hereby,  and
                  Litchfield,  and only  Litchfield,  shall have a 100% interest
                  therein. On and after the Second Amendment Closing Date, Green
                  Tree Financial Servicing Corporation shall not have any right,
                  title  or  interest  in  and to the  aforesaid  principal  and
                  interest sold, assigned and transferred to Litchfield, and the
                  Administrative  Agent agrees to pay the same, when received by
                  it from GSRP in accordance  with the terms of the Amended LSA,
                  to  Litchfield,  GSRP further  acknowledges  that the Attitash
                  Inventory Advance  Commitment has been fully utilized prior to
                  the Second  Amendment  Closing Date and, as a result  thereof,
                  Litchfield  shall have no  obligations  thereunder to make any
                  further Attitash Inventory Advances.

                           (vii) GSRP  acknowledges  that the principal  amounts
                  set forth in subclause (iii)(C) above in respect of the Jordan
                  Bowl Loan are being sold,  assigned and  transferred  by Green
                  Tree  Financial  Servicing  Corporation  to  Litchfield.  GSRP
                  agrees  to  deliver  to  Litchfield  on the  Second  Amendment
                  Closing  Date a  Jordan  Bowl  Inventory  Advance  Note in the
                  aggregate  principal  amount equal to the sum of the principal
                  amounts set forth in subclause (iii)(C) above and such amounts
                  shall be  deemed  to be  immediately  outstanding  under  such
                  Jordan Bowl Inventory  Advance Note; the aforesaid accrued and
                  unpaid  interest shall also be deemed  outstanding  under such
                  Jordan  Bowl  Inventory  Advance  Note  and  shall  be due and
                  payable on the next scheduled  interest payment date under the
                  Amended LSA;  GSRP agrees to note all of the foregoing on such
                  Jordan  Bowl  Inventory  Advance  Note  and in its  books  and
                  records.  GSRP further  agrees that the sale,  assignment  and
                  transfer of the  aforesaid  amounts of the Jordan Bowl Loan by
                  Green Tree Financial Servicing Corporation to Litchfield shall
                  be  treated  for all  purposes  under  the  Amended  LSA as an
                  assignment  thereof pursuant to Section 2.6(b) of the Existing
                  LSA, as amended hereby,  and Litchfield,  and only Litchfield,
                  shall have a 100%  interest  therein.  On and after the Second
                  Amendment   Closing  Date,  Green  Tree  Financial   Servicing
                  Corporation shall not have any right, title or interest in and
                  to the  aforesaid  principal and interest  sold,  assigned and
                  transferred to Litchfield, and the Administrative Agent agrees
                  to pay the same,  when  received by it from GSRP in accordance
                  with the terms of the Amended LSA, to Litchfield. GSRP further
                  acknowledges that the Jordan Bowl Inventory Advance Commitment
                  has been fully utilized prior to the Second Amendment  Closing
                  Date  and,  as a  result  thereof,  Litchfield  shall  have no
                  obligations   thereunder  to  make  any  further  Jordan  Bowl
                  Inventory Advances.



<PAGE>


                           (viii) GSRP  acknowledges  that the principal amounts
                  set  forth  in  subclause  (iii)(D)  above in  respect  of the
                  Killington  Loan are being sold,  assigned and  transferred by
                  Green Tree Financial Servicing Corporation to Litchfield. GSRP
                  agrees  to  deliver  to  Litchfield  on the  Second  Amendment
                  Closing  Date  a  Killington  Inventory  Advance  Note  in the
                  aggregate  principal  amount equal to the sum of the principal
                  amounts set forth in subclause (iii)(D) above and such amounts
                  shall be  deemed  to be  immediately  outstanding  under  such
                  Killington  Inventory  Advance Note; the aforesaid accrued and
                  unpaid  interest shall also be deemed  outstanding  under such
                  Killington Inventory Advance Note and shall be due and payable
                  on the next scheduled  interest payment date under the Amended
                  LSA;  GSRP  agrees  to  note  all of  the  foregoing  on  such
                  Killington  Inventory  Advance  Note  and  in  its  books  and
                  records.  GSRP further  agrees that the sale,  assignment  and
                  transfer of the aforesaid  amounts of the  Killington  Loan by
                  Green Tree Financial Servicing Corporation to Litchfield shall
                  be  treated  for all  purposes  under  the  Amended  LSA as an
                  assignment  thereof pursuant to Section 2.6(b) of the Existing
                  LSA, as amended hereby,  and Litchfield,  and only Litchfield,
                  shall have a 100%  interest  therein.  On and after the Second
                  Amendment   Closing  Date,  Green  Tree  Financial   Servicing
                  Corporation shall not have any right, title or interest in and
                  to the  aforesaid  principal and interest  sold,  assigned and
                  transferred to Litchfield, and the Administrative Agent agrees
                  to pay the same,  when  received by it from GSRP in accordance
                  with the terms of the Amended LSA, to Litchfield. GSRP further
                  acknowledges that the Killington  Inventory Advance Commitment
                  has been fully utilized prior to the Second Amendment  Closing
                  Date  and,  as a  result  thereof,  Litchfield  shall  have no
                  obligations   thereunder   to  make  any  further   Killington
                  Inventory Advances.



<PAGE>


                           (ix) GSRP acknowledges that the principal amounts set
                  forth in subclause  (iii)(E)  above in respect of the Mt. Snow
                  Loan are being sold,  assigned and  transferred  by Green Tree
                  Financial Servicing Corporation to Litchfield.  GSRP agrees to
                  deliver to Litchfield on the Second  Amendment  Closing Date a
                  Mt. Snow  Inventory  Advance Note in the  aggregate  principal
                  amount equal to the sum of the principal  amounts set forth in
                  subclause  (iii)(E)  above and such amounts shall be deemed to
                  be  immediately  outstanding  under  such Mt.  Snow  Inventory
                  Advance Note; the aforesaid  accrued and unpaid interest shall
                  also be  deemed  outstanding  under  such Mt.  Snow  Inventory
                  Advance  Note  and  shall  be due  and  payable  on  the  next
                  scheduled  interest  payment date under the Amended LSA;  GSRP
                  agrees to note all of the foregoing on such Mt. Snow Inventory
                  Advance Note and in its books and records. GSRP further agrees
                  that  the  sale,  assignment  and  transfer  of the  aforesaid
                  amounts of the Mt. Snow Loan by Green Tree Financial Servicing
                  Corporation  to  Litchfield  shall be treated for all purposes
                  under the Amended  LSA as an  assignment  thereof  pursuant to
                  Section  2.6(b) of the Existing  LSA, as amended  hereby,  and
                  Litchfield,  and only  Litchfield,  shall have a 100% interest
                  therein. On and after the Second Amendment Closing Date, Green
                  Tree Financial Servicing Corporation shall not have any right,
                  title  or  interest  in  and to the  aforesaid  principal  and
                  interest sold, assigned and transferred to Litchfield, and the
                  Administrative  Agent agrees to pay the same, when received by
                  it from GSRP in accordance  with the terms of the Amended LSA,
                  to  Litchfield,  GSRP further  acknowledges  that the Mt. Snow
                  Inventory Advance  Commitment has been fully utilized prior to
                  the Second  Amendment  Closing Date and, as a result  thereof,
                  Litchfield  shall have no  obligations  thereunder to make any
                  further Mt. Snow Inventory Advances.

                  (e)      Original Lenders' Commitment Adjustments.

                           (i)  Textron  Financial  Corporation,  as an Original
                  Lender,  Green Tree  Financial  Servicing  Corporation,  as an
                  Original  Lender,  and GSRP agree,  in light of Sections 1(a),
                  1(b),  1(c) and 1(d)  above and  Section  1(f)  below,  to the
                  further  modifications  of the existing  Canyons  Construction
                  Project  Advance   Commitments,   Canyons   Inventory  Advance
                  Commitments,    Steamboat    Construction    Project   Advance
                  Commitments  and Steamboat  Inventory  Advance  Commitments of
                  Textron   Financial   Corporation  and  Green  Tree  Financial
                  Corporation,  respectively,  as are set forth in  Attachment 2
                  hereto.

                           (ii) The Canyons  Construction  Project Advance Note,
                  the Canyons Inventory Advance Note, the Steamboat Construction
                  Project Advance Note and the Steamboat  Inventory Advance Note
                  of Green Tree Financial Servicing  Corporation are each hereby
                  amended to reflect  the  changes in the  Canyons  Construction
                  Project  Advance  Commitment,  the Canyons  Inventory  Advance
                  Commitment,   the  Steamboat   Construction   Project  Advance
                  Commitment and the Steamboat  Inventory Advance  Commitment of
                  Green Tree Financial  Servicing  Corporation,  as set forth on
                  Attachment 2 hereto, and the sales,  assignments and transfers
                  in respect of the Canyons Loan  described in Sections 1(b) and
                  1(d)  hereof;  and the Canyons  Construction  Project  Advance
                  Commitment,  the Canyons  Inventory  Advance  Commitment,  the
                  Steamboat  Construction  Project  Advance  Commitment  and the
                  Steamboat Inventory Advance Commitment of Green Tree Financial
                  Servicing  Corporation as set forth in its signature  block to
                  the Existing LSA is hereby  conformed  to  Attachment  3. GSRP
                  agrees to execute and deliver allonges,  in form and substance
                  satisfactory to Green Tree Financial Servicing  Corporation on
                  the  Second  Amendment  Closing  Date,  reflecting  the  above
                  changes in respect of its Canyons Construction Project Advance
                  Note, Canyons Inventory Advance Note,  Steamboat  Construction
                  Project Advance Note and Steamboat Inventory Advance Note, and
                  Green Tree Financial  Servicing  Corporation  agrees to attach
                  such  allonges to its  Canyons  Construction  Project  Advance
                  Note, Canyons Inventory Advance Note,  Steamboat  Construction
                  Project  Advance Note and  Steamboat  Inventory  Advance Note.
                  GSRP  further  agrees to  execute  and  deliver  to Green Tree
                  Financial Servicing Corporation new Attitash Inventory Advance
                  Notes,   Jordan  Bowl  Inventory  Advance  Notes,   Killington
                  Inventory  Advance Notes and Mt. Snow Inventory Advance Notes,
                  dated  as  of  the  Second   Amendment   Agreement  Date,  and
                  reflecting  the sales,  transfers and  assignments  in respect
                  thereof set forth in Section 1(d) above.



<PAGE>


                           (iii) The Canyons  Construction Project Advance Note,
                  the Canyons Inventory Advance Note, the Steamboat Construction
                  Project Advance Note and the Steamboat  Inventory Advance Note
                  of Textron  Financial  Corporation  are each hereby amended to
                  reflect  the  changes  in  the  Canyons  Construction  Project
                  Advance Commitment,  the Canyons Inventory Advance Commitment,
                  the Steamboat  Construction Project Advance Commitment and the
                  Steamboat  Inventory  Advance  Commitment of Textron Financial
                  Corporation,  as set forth on  Attachment  2  hereto;  and the
                  Canyons Construction  Project Advance Commitment,  the Canyons
                  Inventory  Advance  Commitment,   the  Steamboat  Construction
                  Project Advance Commitment and the Steamboat Inventory Advance
                  Commitment of Textron  Financial  Corporation  as set forth in
                  its signature block to the Existing LSA is hereby conformed to
                  Attachment 3; and GSRP agrees to execute and deliver allonges,
                  in  form  and  substance  satisfactory  to  Textron  Financial
                  Corporation on the Second Amendment  Closing Date,  reflecting
                  the above, and Textron Financial  Corporation agrees to attach
                  such  allonges to its  Canyons  Construction  Project  Advance
                  Note, Canyons Inventory Advance Note,  Steamboat  Construction
                  Project  Advance Note and  Steamboat  Inventory  Advance Note.
                  GSRP  further   agrees  to  execute  and  deliver  to  Textron
                  Financial  Corporation new Attitash  Inventory  Advance Notes,
                  Jordan Bowl  Inventory  Advance  Notes,  Killington  Inventory
                  Advance Notes and Mt. Snow Inventory  Advance Notes,  dated as
                  of the Second  Amendment  Agreement  Date,  and reflecting the
                  sales,  transfers and assignments in respect thereof set forth
                  in Section 1(d) above.

                    (f) Sale to Green Tree Financial Servicing  Corporation of a
               Portion of the Steamboat Loan.

                           (i)  GSRP  hereby  represents  and  warrants  to  the
                  Original  Lenders  and  the  Administrative   Agent  that  the
                  outstanding   principal   amount  of  the  Interim   Steamboat
                  Construction  Project  Advances  comprising the Steamboat Loan
                  (together with accrued and unpaid interest  thereon) as of the
                  Second Amendment  Closing Date is as set forth on Attachment 3
                  hereto. Textron Financial Corporation,  as an Original Lender,
                  hereby confirms and warrants to Green Tree Financial Servicing
                  Corporation  that the  amount  set forth on  Attachment  3 and
                  identified as its share of the Steamboat  Loan  (together with
                  accrued  and  unpaid  interest   thereon)  as  of  the  Second
                  Amendment Closing Date is correct.

                           (ii) Textron  Financial  Corporation,  as an Original
                  Lender,  hereby  sells,  assigns and  transfers  to Green Tree
                  Financial  Servicing  Corporation,  and Green  Tree  Financial
                  Servicing  Corporation  hereby accepts from Textron  Financial
                  Corporation  the sale,  assignment  and transfer,  of a 37.50%
                  undivided interest in Textron Financial Corporation's share of
                  the Steamboat Loan, as set forth on Attachment 3 hereto, which
                  undivided   interest   consists  of  a  principal   amount  of
                  $3,857,897.25  and an accrued  and unpaid  interest  amount of
                  $22,697.54.



<PAGE>


                           (iii) GSRP  agrees  that the  principal  amounts  set
                  forth  in  subclause  (ii)  above  being  sold,  assigned  and
                  transferred  by Textron  Financial  Corporation  to Green Tree
                  Financial   Servicing   Corporation  shall  be  deemed  to  be
                  immediately   outstanding  under  the  Steamboat  Construction
                  Project  Advance  Note  of  Green  Tree  Financial   Servicing
                  Corporation,  and the accrued and unpaid  interest being sold,
                  assigned  and  transferred  therewith  shall  also  be  deemed
                  outstanding under such  Construction  Project Advance Note and
                  due and payable on the next  scheduled  interest  payment date
                  under the Amended LSA, and GSRP further  agrees to note all of
                  the  foregoing  on the allonge to the  Steamboat  Construction
                  Project  Advance Note to be delivered to Green Tree  Financial
                  Servicing  Corporation,  as  contemplated  under  Section 1(e)
                  hereof,  and in the books and  records of GSRP.  GSRP  further
                  agrees that the sale, assignment and transfer of the aforesaid
                  amount of the Steamboat Loan by Textron Financial  Corporation
                  to Green Tree Financial Servicing Corporation shall be treated
                  for all  purposes  under  the  Amended  LSA as if  Green  Tree
                  Financial  Servicing  Corporation  had  extended  a  Steamboat
                  Construction  Project  Advances to GSRP in respect thereof and
                  Green Tree  Financial  Corporation  shall have a 100% interest
                  therein.  On and  after the  Second  Amendment  Closing  Date,
                  Textron Financial  Corporation shall not have any right, title
                  or  interest  in and  to  the  aforesaid  sold,  assigned  and
                  transferred  principal  and  interest  and the  Administrative
                  Agent agrees to pay the same, when received by it from GSRP in
                  accordance  with the terms of the  Amended  LSA,  directly  to
                  Green Tree Financial Servicing Corporation.

                           (iv) To the  extent  that the  Steamboat  Loan  sold,
                  assigned and  transferred  to Green Tree  Financial  Servicing
                  Corporation  or  retained  by  Textron  Financial  Corporation
                  consists   of   Interim   Steamboat    Construction    Project
                  Construction   Advances  or  Steamboat  Interest  Advances  in
                  respect thereof,  such Interim  Construction  Project Advances
                  and  Steamboat  Interest  Advances  shall be  treated  for all
                  purposes  on and after the Second  Amendment  Closing  Date as
                  "Steamboat   Construction  Project  Advances"  and  "Steamboat
                  Interest  Advances"  and the  Interim  Steamboat  Construction
                  Project  Advance  Commitment  is  hereby  terminated.  For the
                  avoidance of doubt,  the terminating of the Interim  Steamboat
                  Construction  Project Advance  Commitment shall have no effect
                  on the Steamboat  Construction Project Advance Commitments and
                  the Steamboat Inventory Advance Commitments.

                  (g)      Interest; Allocations.

                           (i)  With   respect  to  the  Canyons  Loan  and  the
                  Steamboat  Loan,  the  interest  portion  thereof (as shown on
                  Attachment 3 hereto)  purchased  herein by FINOVA,  Litchfield
                  and Green Tree Financial  Servicing  Corporation,  as the case
                  may be, shall be treated as a Canyons  Interest  Advance and a
                  Steamboat  Interest  Advance  made by FINOVA,  Litchfield  and
                  Green Tree Financial  Servicing  Corporation,  as the case may
                  be, on the scheduled interest payment date therefor. Remaining
                  interest  accrued on the Canyons Loan and Steamboat Loan after
                  the  Second  Amendment  Closing  Date  shall be paid by way of
                  Canyons Interest Advances and Steamboat Interest Advances,  as
                  provided in Section 2.4(c) of the Existing LSA.



<PAGE>


                           (ii) As  payments  are  received  in  respect  of the
                  Attitash Loan,  the Jordan Bowl Loan, the Killington  Loan and
                  the Mt. Snow Loan,  Litchfield,  Textron Financial Corporation
                  and Green  Tree  Financial  Servicing  Corporation  shall each
                  individually  determine,  in consultation  with GSRP, how such
                  principal   payments  are  to   allocated  to  its   Steamboat
                  Construction   Project  Advance  Commitment  and  its  Canyons
                  Construction  Project Advance  Commitment,  as contemplated in
                  Attachment 3 hereto.

                  (h) Amendments. The parties hereto agree that the Existing LSA
         is, and shall be deemed to be,  amended  and  modified by the terms and
         provisions of this Section 1 and Attachments 1, 2 and 3 hereto.

                  (i)      Representations; Miscellaneous Provisions.

                           (i) Each of  FINOVA,  Litchfield,  Textron  Financial
                  Corporation  and Green Tree  Financial  Servicing  Corporation
                  represent  and  warrant to each other that (A) it is a company
                  duly  organized  and validly  existing  and has all  necessary
                  power and authority to execute and deliver this Agreement,  to
                  consummate the  transactions  contemplated  herein and perform
                  its  obligations  hereunder and (B) its execution and delivery
                  of and performance of its obligations under this Agreement and
                  the consummation of the transactions  contemplated herein have
                  been duly  authorized and approved and will not contravene any
                  law or regulation or any contract or other obligations binding
                  on it.

                           (ii)  FINOVA   represents  and  warrants  to  Textron
                  Financial  Corporation  and  Green  Tree  Financial  Servicing
                  Corporation  that  it is an  Eligible  Assignee  and  that  no
                  further  action  or  authorization  is  necessary  for  it  to
                  consummate the transactions contemplated under this Agreement.
                  Litchfield   represents  and  warrants  to  Textron  Financial
                  Corporation  and Green Tree  Financial  Servicing  Corporation
                  that it is an Eligible  Assignee and that no further action or
                  authorization   is  necessary   for  it  to   consummate   the
                  transactions contemplated under this Agreement.

                           (iii) Textron Financial  Corporation,  as a seller of
                  the  undivided  interests in and to its share of the Steamboat
                  Loan, as shown on Attachment 3 hereto, represents and warrants
                  to Litchfield, as the buyer of the same, that

                                    (A) Textron  Financial  Corporation owns all
                           right,  title and  interest  in and to the portion of
                           the Steamboat Loan sold,  assigned and transferred to
                           Litchfield   under  this   Section  1,  as  shown  on
                           Attachment 3 hereto,  which  portion of the Steamboat
                           Loan is free  and  clear of all  security  interests,
                           liens,  charges,  encumbrances  and  rights of others
                           (other than those of GSRP under the Amended  LSA) and
                           is, to the best of  Textron  Financial  Corporation's
                           knowledge,  free of any adverse claims or defenses or
                           rights of offset of GSRP,



<PAGE>


                                    (B) no further  action or  authorization  is
                           required for Textron Financial  Corporation to effect
                           such sale, assignment and transfer, and

                                    (C) Textron  Financial  Corporation  has not
                           received  notice of the  existence  of any Default or
                           Event  of  Default   (other  than  any  that  Textron
                           Financial  Corporation  knows is no longer continuing
                           after  giving  effect  to  this   Agreement  and  the
                           transactions contemplated herein).

                           (iv) Textron  Financial  Corporation,  as a seller of
                  the  undivided  interests  in and to its share of the  Canyons
                  Loan to FINOVA,  as shown on  Attachment 3 hereto,  represents
                  and warrants to FINOVA, as the buyer of the same, that

                                    (A) Textron  Financial  Corporation owns all
                           right,  title and  interest  in and to the portion of
                           the Canyons Loan sold,  assigned and  transferred  to
                           FINOVA under this Section 1, as shown on Attachment 3
                           hereto, which portion of the Canyons Loan is free and
                           clear  of all  security  interests,  liens,  charges,
                           encumbrances  and rights of others  (other than those
                           of GSRP under the Amended LSA) and is, to the best of
                           Textron Financial  Corporation's  knowledge,  free of
                           any adverse claims or defenses or rights of offset of
                           GSRP,

                                    (B) no further  action or  authorization  is
                           required for Textron Financial  Corporation to effect
                           such sale, assignment and transfer, and

                                    (C) Textron  Financial  Corporation  has not
                           received  notice of the  existence  of any Default or
                           Event  of  Default   (other  than  any  that  Textron
                           Financial  Corporation  knows is no longer continuing
                           after  giving  effect  to  this   Agreement  and  the
                           transactions contemplated herein).

                           (v) Textron Financial Corporation, as a seller of the
                  undivided  interests in and to its share of the Steamboat Loan
                  to Green Tree  Financial  Servicing  Corporation,  as shown on
                  Attachment  3 hereto,  represents  and  warrants to Green Tree
                  Financial  Servicing  Corporation,  as the  buyer of the same,
                  that

                                    (A) Textron  Financial  Corporation owns all
                           right,  title and  interest  in and to the portion of
                           the Steamboat Loan sold,  assigned and transferred to
                           Green Tree Financial Servicing Corporation under this
                           Section  1, as shown on  Attachment  3 hereto,  which
                           portion  of the  Steamboat  Loan is free and clear of
                           all security interests, liens, charges,  encumbrances
                           and rights of others  (other than those of GSRP under
                           the  Amended  LSA)  and is,  to the  best of  Textron
                           Financial  Corporation's   knowledge,   free  of  any
                           adverse  claims  or  defenses  or rights of offset of
                           GSRP,


<PAGE>


                                    (B) no further  action or  authorization  is
                           required for Textron Financial  Corporation to effect
                           such sale, assignment and transfer, and

                                    (C) Textron  Financial  Corporation  has not
                           received  notice of the  existence  of any Default or
                           Event  of  Default   (other  than  any  that  Textron
                           Financial  Corporation  knows is no longer continuing
                           after  giving  effect  to  this   Agreement  and  the
                           transactions contemplated herein).

                           (vi) Green Tree Financial Servicing Corporation, as a
                  seller of the  undivided  interests in and to its share of the
                  Canyons  Loan,  the Steamboat  Loan,  the Attitash  Loan,  the
                  Jordan Bowl Loan, the Killington Loan and the Mt. Snow Loan to
                  Litchfield,  as shown on Attachment 3 hereto,  represents  and
                  warrants to Litchfield, as the buyer of the same, that

                                    (A)   Green   Tree    Financial    Servicing
                           Corporation owns all right, title and interest in and
                           to the  portion of the  Canyons  Loan,  the  Attitash
                           Loan, the Jordan Bowl Loan,  the Killington  Loan and
                           the Mt. Snow Loan sold,  assigned and  transferred to
                           Litchfield   under  this   Section  1,  as  shown  on
                           Attachment  3 hereto,  which  portion of the  Canyons
                           Loan,  the Attitash  Loan,  the Jordan Bowl Loan, the
                           Killington  Loan  and the Mt.  Snow  Loan is free and
                           clear  of all  security  interests,  liens,  charges,
                           encumbrances  and rights of others  (other than those
                           of GSRP under the Amended LSA) and is, to the best of
                           Green   Tree   Financial   Servicing    Corporation's
                           knowledge,  free of any adverse claims or defenses or
                           rights of offset of GSRP,

                                    (B) no further  action or  authorization  is
                           required   for   Green   Tree   Financial   Servicing
                           Corporation  to  effect  such  sale,  assignment  and
                           transfer, and

                                    (C)   Green   Tree    Financial    Servicing
                           Corporation  has not received notice of the existence
                           of any  Default or Event of Default  (other  than any
                           that Green Tree Financial Servicing Corporation knows
                           is no longer  continuing  after giving effect to this
                           Agreement and the transactions contemplated herein).

                           (vi) Green Tree Financial Servicing Corporation, as a
                  seller of the  undivided  interests in and to its share of the
                  Canyons  Loan to  FINOVA,  as shown on  Attachment  3  hereto,
                  represents  and warrants to FINOVA,  as the buyer of the same,
                  that



<PAGE>


                                    (A)   Green   Tree    Financial    Servicing
                           Corporation owns all right, title and interest in and
                           to the portion of the Canyons Loan sold, assigned and
                           transferred  to FINOVA under this Section 1, as shown
                           on Attachment 3 hereto,  which portion of the Canyons
                           Loan is free  and  clear of all  security  interests,
                           liens,  charges,  encumbrances  and  rights of others
                           (other than those of GSRP under the Amended  LSA) and
                           is,  to the best of Green  Tree  Financial  Servicing
                           Corporation's  knowledge,  free of any adverse claims
                           or defenses or rights of offset of GSRP,

                                    (B) no further  action or  authorization  is
                           required   for   Green   Tree   Financial   Servicing
                           Corporation  to  effect  such  sale,  assignment  and
                           transfer, and

                                    (C)   Green   Tree    Financial    Servicing
                           Corporation  has not received notice of the existence
                           of any  Default or Event of Default  (other  than any
                           that Green Tree Financial Servicing Corporation knows
                           is no longer  continuing  after giving effect to this
                           Agreement and the transactions contemplated herein).

                           (vii)   Each  of  FINOVA,   Litchfield,   Green  Tree
                  Financial   Servicing   Corporation   and  Textron   Financial
                  Corporation  acknowledges  to each other  that it is  entering
                  into the transactions  contemplated herein on the basis of its
                  own  investigation and evaluation of the  creditworthiness  of
                  GSRP and the Collateral and such other issues and  information
                  as each of them has judged  appropriate  and prudent,  without
                  reliance  on  any  representation  or  warranty  made  by  the
                  Administrative  Agent  or the  seller  to such  Person  of the
                  interests being purchased hereunder except for representations
                  and warranties set forth herein.

                           (viii)  Neither  Textron  Financial  Corporation  nor
                  Green Tree Financial Servicing Corporation,  as sellers of the
                  interests in the Loans,  as described on  Attachment 3 hereto,
                  shall have any  responsibility  to any buyer thereof hereunder
                  with  respect to (A) the due  execution,  legality,  validity,
                  enforceability, genuineness, sufficiency, or collectibility of
                  the Loans, the Collateral and/or the Security  Documents,  (B)
                  any representations, warranties or other statements made in or
                  in connection with any of the Security  Documents by GSRP, (C)
                  the  financial  condition  or  creditworthiness  of GSRP,  the
                  Parent or any other third  party,  (D) the  performance  of or
                  compliance with any of the terms or provisions of the Security
                  Documents  by  GSRP  or  any  other  third  party  ,  (E)  the
                  performance  of or  compliance  with  any of the  terms of the
                  Parent/BKB  Credit  Facility  by the Parent or any other third
                  party or (F) the  inspection of any of the Property,  books or
                  records of GSRP.



<PAGE>


                           (ix) If Textron Financial Corporation, as a seller of
                  the  interests  in the Loans,  as  described  on  Attachment 3
                  hereto,  shall  receive any payments  from the  Administrative
                  Agent or GSRP that  otherwise  have been  sold,  assigned  and
                  transferred  to FINOVA,  Litchfield  or Green  Tree  Financial
                  Servicing  Corporation  hereunder,  it shall  hold the same in
                  trust for such  Person and  promptly  deliver the same to such
                  Person. If Green Tree Financial  Servicing  Corporation,  as a
                  seller  of  the  interests  in  the  Loans,  as  described  on
                  Attachment  3 hereto,  shall  receive  any  payments  from the
                  Administrative  Agent or GSRP that  otherwise  have been sold,
                  assigned and transferred to FINOVA or Litchfield hereunder, it
                  shall  hold the same in trust  for such  Person  and  promptly
                  deliver the same to such Person.

                           (x)  Payments  to  Litchfield  under the  Amended LSA
                  shall be made as provided for in Attachment 4 hereto. Payments
                  to FINOVA  under the Amended LSA shall be made as provided for
                  in  Attachment  4  hereto.  Notices  to  Litchfield  under the
                  Amended  LSA  shall  be sent to the  address  as set  forth in
                  Attachment  4 hereto.  Notices to FINOVA under the Amended LSA
                  shall be sent to the  address  as set  forth in  Attachment  4
                  hereto.  Payments to Textron Financial  Corporation under this
                  Section 1shall be made as provided for in Attachment 4 hereto.
                  Payments to Green Tree Financial  Servicing  Corporation under
                  this Section 1 shall be made as provided  for in  Attachment 4
                  hereto.

2.       AMENDMENTS OF EXISTING LSA.

         The Existing LSA is hereby amended as follows:

                    (a) Amended and Restated  Defined  Terms.  The following new
               term is hereby added to Section 1.1 of the Existing LSA:

                           Maximum  Outstanding Loan Limit - means, at any time,
                  $105,000,000.

                           Second  Amendment  Agreement  -- means  that  certain
                  Accession,  Loan Sale and Second  Amendment  Agreement,  dated
                  June 24,1999, which amends and supplements this Agreement.

                  (b) Full  Syndication  Date. GSRP, the  Administrative  Agent,
         FINOVA, Litchfield,  Green Tree Financial Servicing Corporation,  as an
         Original  Lender,  and Textron  Financial  Corporation,  as an Original
         Lender,  agree and acknowledge  that the Full Syndication Date shall be
         deemed to have occurred on the Second  Amendment  Closing Date and that
         the  Syndication  Period  shall be deemed  terminated  as of the Second
         Amendment Closing Date. All restrictions in the Existing LSA in respect
         of the  Steamboat  Construction  Borrowing  Base  with  respect  to the
         Syndication  Period  shall cease and be of no further  force and effect
         after the Second Amendment Closing Date.

                  (c)  Interim  Steamboat   Construction  Advance.  The  Interim
         Steamboat  Construction Advance Commitment is hereby terminated and the
         outstanding  principal  balance of the Interim  Steamboat  Construction
         Advance  is hereby  made  part of the  Steamboat  Construction  Project
         Advance  Note  of  Textron  Financial   Corporation,   as  a  Steamboat
         Construction  Project Advance Lender and shall be subject to the sales,
         assignments and transfers  provided for in respect thereof in Section 1
         hereof.


<PAGE>



                  (d)      Deliveries; Special Conditions; Special Undertakings.

                  (i) GSRP agrees to deliver, or cause to be delivered,  to each
         Steamboat   Construction   Project  Advance  Lender  and  each  Canyons
         Construction   Project   Advance   Lender  (unless  such  Lender  shall
         specifically  request  not to be  covered  by this  subclause  (e)) all
         documents, certificates,  requests and other deliverables in respect of
         its particular Advance (including, without limitation, all Construction
         Cost  Certificates,   the  Final  Construction  Cost  Certificate,  all
         Architect's  Construction  Cost  Certificates,  the  Architect's  Final
         Construction Cost Certificate and all Nonconstruction Cost Certificates
         in respect of the Steamboat Project or the Canyons Project, as the case
         may be) that it delivers to the  Administrative  Agent with  respect to
         each requested Steamboat  Construction Project Advance,  each requested
         Canyons Construction Project Advance, the Canyons Inventory Advance and
         the Steamboat Inventory Advance, and GSRP further agrees to address, or
         cause to be addressed, each of such documents,  certificates,  requests
         and  other  deliverables  to  each  such  Lender  (in  addition  to the
         Administrative Agent).

                  (ii) The Administrative Agent agrees to have its architects or
         other  experts  in  respect of the  Canyons  Project  or the  Steamboat
         Project  address any  certificates  delivered  to it in respect of such
         Project also to each Steamboat  Construction Project Advance Lender and
         each Canyons  Construction  Project  Advance Lender (unless such Lender
         shall specifically  request not to be covered by this subclause (e)) so
         that each such Lender may rely thereon.

                  (iii)  GSRP   acknowledges  and  agrees  that  each  Steamboat
         Construction  Project  Advance  Lender  and each  Canyons  Construction
         Project Advance Lender (unless such Lender shall  specifically  request
         not to be covered by this subclause (e)) shall not be obligated to fund
         any Steamboat  Construction  Project Advance,  any Canyons Construction
         Project  Advance,  the  Steamboat  Inventory  Advance  or  the  Canyons
         Inventory  Advance unless and until it is satisfied,  in its reasonable
         discretion, that all conditions precedent thereto have been satisfied.

                  (iv)  GSRP   acknowledges   and  agrees  that  each  Steamboat
         Construction  Project  Advance  Lender  and each  Canyons  Construction
         Project Advance Lender (unless such Lender shall  specifically  request
         not to be covered by this subclause (e)) shall not be obligated to fund
         any Steamboat  Construction  Project Advance,  any Canyons Construction
         Project  Advance,  the  Steamboat  Inventory  Advance  or  the  Canyons
         Inventory Advance if, in its reasonable discretion,  it determines that
         the Administrative  Agent or GSRP is in default of any of its duties or
         obligations  to such  Lender  under the  Amended  LSA  and/or any other
         Security Document.



<PAGE>


                  (v) GSRP  acknowledges  and agrees  that all  information  and
         financial  statements  and other  reports to be provided  under Section
         7.14 of the Amended LSA by GSRP shall be directly  delivered by GSRP to
         each  Steamboat  Construction  Project  Advance Lender and each Canyons
         Construction  Project  Advance  Lender as well as the other Lenders and
         the  Administrative  Agent.  GSRP  agrees to deliver to each  Steamboat
         Construction  Project  Advance  Lender  and each  Canyons  Construction
         Project  Advance Lender and each of the other Lenders copies of each of
         American  Ski  Company's  Quarterly  Reports  on Form  10-Q and  Annual
         Reports on Form 10-K filed by American Ski Company with the  Securities
         Exchange  Commission after the Second Amendment Closing Date reasonably
         promptly after the filing thereof.

                  (vi) The Administrative Agent agrees to deliver to each of the
         Canyons Construction Project Advance Lenders, each of Canyons Inventory
         Advance  Lenders,  each of the Steamboat  Construction  Project Advance
         Lenders  and  each of the  Steamboat  Inventory  Advance  Lenders  with
         respect to each Steamboat  Construction Project Advance, each Steamboat
         Inventory Advance,  each Canyons  Construction Project Advance and each
         Canyons  Inventory  Advance in which such Lender is  participating,  at
         least three (3) Business  Days prior to the making of any such Advance,
         a written  notice  thereof,  which  written  notice  shall  contain the
         following  information:  (w) the total amount of such Advance,  (x) the
         Pro Rata  Share of each  Lender in  respect  of such  Advance,  (y) the
         calculation of the Pro Rata Share  percentage of such Lender in respect
         of  such  Advance  and (z) the  advance  date  for  such  Advance.  The
         deliveries  set  forth  in this  clause  (vi)  shall  be an  additional
         condition  precedent  to the making of any Advance  referred to in this
         clause (vi).

                  (e)      Canyons Project.

                  (i) The definitions of "Canyons  Construction  Project Advance
         Commitment" and "Canyons  Inventory Advance  Commitment" in Section 1.1
         are hereby amended and restated in their entirety as follows:

                           Canyons  Construction  Project  Advance  Commitment--
                  means,  with  respect  to each  Canyons  Construction  Project
                  Advance Lender,  the amount set forth underneath its signature
                  hereto,  as amended by the Second Amendment  Agreement,  or as
                  otherwise  set forth on  Attachment 1 to the Second  Amendment
                  Agreement,  as the case may be, with  respect to the making of
                  Canyons  Construction  Project  Advances and Canyons  Interest
                  Advances, provided that

                    (a) the Canyons  Construction  Project Advance Commitment of
               FINOVA Capital  Corporation shall never exceed 50% of the Canyons
               Construction Project Borrowing Base,



<PAGE>


                                    (b) the Canyons Construction Project Advance
                           Commitment of the other Canyons  Construction Project
                           Advance    Lenders   (other   than   FINOVA   Capital
                           Corporation)  shall  be  equal  to  their  respective
                           ratable share (based on their  respective  commitment
                           amounts  set  forth   underneath   their   respective
                           signatures  hereto  with  respect  to the  making  of
                           Canyons  Construction  Project  Advances  and Canyons
                           Interest  Advances  -excluding  in any case from such
                           determination   the   commitment  of  FINOVA  Capital
                           Corporation)  of  the  difference   between  (i)  the
                           Canyons  Construction  Project  Borrowing  Base minus
                           (ii) the amount of the Canyons  Construction  Project
                           Advance  Commitment  of  FINOVA  Capital  Corporation
                           determined  in clause (a) above (but in no case shall
                           the Canyons  Construction  Project Advance Commitment
                           of  any  such  other  Canyons   Construction  Project
                           Advance Lenders exceed the aforesaid amount set forth
                           underneath  their respective  signatures  hereto with
                           respect to the making of Canyons Construction Project
                           Advances and Canyons Interest Advances, and

                                    (c) the amount of the  Canyons  Construction
                           Project Advance  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.

                           Canyons  Inventory Advance  Commitment--  means, with
                  respect to each Canyons Inventory  Advance Lender,  the amount
                  set forth  underneath its signature hereto with respect to the
                  Canyons Inventory Advances, provided that

                                    (a) the Canyons Inventory Advance Commitment
                           of FINOVA Capital  Corporation shall never exceed 50%
                           of the then outstanding  aggregate  principal balance
                           of all of the Canyons  Construction  Project Advances
                           and Canyons Interest Advances,

                                    (b) the Canyons Inventory Advance Commitment
                           of the other Canyons Inventory Advance Lenders (other
                           than FINOVA  Capital  Corporation)  shall be equal to
                           their  ratable  share  (based  on  their   respective
                           commitment   amounts  set  forth   underneath   their
                           respective  signatures  hereto  with  respect  to the
                           making of Canyons Inventory  Advances -- excluding in
                           any case from such  determination  the  commitment of
                           FINOVA Capital Corporation) of the difference between
                           (i) the aggregate then  outstanding  principal amount
                           of all of the Canyons  Construction  Project Advances
                           and Canyons  Interest  Advances minus (ii) the amount
                           of the Canyons Inventory Advance Commitment of FINOVA
                           Capital  Corporation  determined  in clause (a) above
                           (but in no case shall the Canyons  Inventory  Advance
                           Commitment  of  any  such  other  Canyons   Inventory
                           Advance Lenders exceed the aforesaid amount set forth
                           underneath  their respective  signatures  hereto with
                           respect to the making of Canyons Inventory  Advances,
                           and

                         (c)  the  amount  of  the  Canyons   Inventory  Advance
                    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.  (ii)  GSRP,  the
                    Original  Lenders,  the  Administrative  Agent,  FINOVA  and
                    Litchfield  agree that Section  2.1(b)(i)(D) of the Existing
                    LSA is hereby amended and restated as follows:



<PAGE>


                                    (D) if the aggregate  amount of the purchase
                           prices payable under Validated Contracts arising from
                           the sales of Canyons  Quartershare  Interests is less
                           than $42,900,000.

                           (iii) GSRP, the Original Lenders,  the Administrative
                  Agent,  FINOVA and Litchfield agree that Section 2.1(b)(ii) of
                  the Existing LSA is hereby amended and restated as follows:

                                    (ii)  (A) on the date of the  making  of any
                           Canyons   Construction  Project  Advance  (and  after
                           giving  effect  thereto)  the  aggregate  outstanding
                           principal amount of all Construction Project Advances
                           made  hereunder  with  respect to all of the Projects
                           shall not exceed the Aggregate  Construction  Project
                           Borrowing  Base,  determined as of such date,  (B) on
                           the date of the  making of any  Canyons  Construction
                           Project  Advance  hereunder  (and after giving effect
                           thereto) the aggregate  original  principal amount of
                           all  Advances   made   hereunder   shall  not  exceed
                           $177,000,000,    provided   that   in   making   such
                           calculation  there shall be no duplication in respect
                           of any Construction Project Advance or Advances which
                           shall have been  refinanced by an Inventory  Advance,
                           (C)  on  the  date  of  the  making  of  any  Canyons
                           Construction  Project  Advance  hereunder  (and after
                           giving  effect  thereto)  the  sum of  the  aggregate
                           original principal amount of all Canyons Construction
                           Project Advances and the aggregate original principal
                           amount of all Canyons  Interest  Advances made by all
                           Canyons  Construction  Project  Advance Lenders shall
                           not exceed  $75,000,000  and the sum of the aggregate
                           original principal amount of all Canyons Construction
                           Project Advances and the aggregate original principal
                           amount  of all  Canyons  Interest  Advances  made  by
                           FINOVA   Capital   Corporation   shall   not   exceed
                           $37,500,000  and (D) on the date of the making of any
                           Canyons  Construction  Project Advance hereunder (and
                           after   giving   effect    thereto)   the   aggregate
                           outstanding   principal   amount   of   all   Canyons
                           Construction   Project   Advances   and  all  Canyons
                           Interest Advances held by FINOVA Capital  Corporation
                           shall not exceed (1) 50% of the aggregate outstanding
                           principal amount of all Canyons  Construction Project
                           Advances and all Canyons  Interest  Advances  held by
                           all Canyons  Construction Project Advance Lenders and
                           (2) $30,000,000.

                           (iv) GSRP, the Original Lenders,  the  Administrative
                  Agent, FINOVA and Litchfield agree that Section 2.4(c)(iii)(B)
                  of the Existing LSA is hereby amended and restated as follows:



<PAGE>




                                    (B)  GSRP   hereby   requests   the  Canyons
                           Construction Project Advance Lenders (such request to
                           be deemed a  standing  request  unless  rescinded  in
                           writing by GSRP),  and hereby  authorizes the Canyons
                           Construction  Project  Advance  Lenders,  to  make an
                           advance  (each such advance to be made by the Canyons
                           Construction  Project  Advance Lenders is referred to
                           herein as a "Canyons Interest  Advance") to it on the
                           10th day of each  calendar  month  during the Canyons
                           Commitment Period in an amount equal to the lesser of
                           (y) the amount of accrued interest due and payable on
                           such day to the Canyons  Construction Project Advance
                           Lenders  in respect  of the  Canyons  Loan and (z) an
                           amount, which when added to the aggregate outstanding
                           principal  amounts of all prior Canyons  Construction
                           Project Advances and Canyons Interest  Advances would
                           not exceed the Canyons Construction Project Borrowing
                           Base, and the Canyons  Construction  Project  Advance
                           Lenders agree,  subject only to the lack of existence
                           of  a  Default  or  Event  of  Default   and  to  the
                           satisfaction  of the conditions  set forth below,  to
                           extend their  respective Pro Rata Shares of each such
                           Canyons Interest  Advance to GSRP,  provided that all
                           of the  proceeds of each such Pro Rata Share shall be
                           used  by the  Canyons  Construction  Project  Advance
                           Lender  related  to such Pro Rata  Share for the sole
                           purpose of satisfying  (in whole or part, as the case
                           may be) the accrued  interest due and payable on such
                           10th day of such  month and GSRP  hereby  irrevocably
                           authorizes and instructs such use. To the extent that
                           the amount of any such  Canyons  Interest  Advance is
                           insufficient  to pay  in  full  the  amount  of  such
                           interest  due and  payable  on such  10th day of such
                           month or no such  Canyons  Interest  Advance is made,
                           GSRP  shall  pay,  on such 10th day,  the  balance of
                           interest  due  and  payable  on  such  10th  day.  In
                           connection  with any such Canyons  Interest  Advance,
                           GSRP shall deliver to the Administrative  Agent title
                           insurance  endorsements to the Title Insurance Policy
                           {Blanket}  in respect of the Canyons  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  date  of  such  Canyons  Interest  Advance,  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 sum
                           of  the   principal   amount  of  the  Canyons   Loan
                           outstanding  after  giving  effect  to  such  Canyons
                           Interest  Advance.  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. No Canyons  Inventory  Advance Lender shall be
                           obligated to make any Canyons Interest  Advance.  The
                           additional conditions to any Canyons Interest Advance
                           referred to above are as follows:  (1) on the date of
                           the making of any Canyons Interest Advance  hereunder
                           (and  after  giving  effect  thereto)  the sum of the
                           aggregate  original  principal  amount of all Canyons
                           Construction   Project  Advances  and  the  aggregate
                           original  principal  amount of all  Canyons  Interest
                           Advances  made by all  Canyons  Construction  Project
                           Advance Lenders shall not exceed  $75,000,000 and the
                           sum of the aggregate original principal amount of all
                           Canyons   Construction   Project   Advances  and  the
                           aggregate  original  principal  amount of all Canyons
                           Interest Advances made by FINOVA Capital  Corporation
                           shall not exceed  $37,500,000  and (2) on the date of
                           the making of any Canyons Interest Advance  hereunder
                           (and  after  giving  effect  thereto)  the  aggregate
                           outstanding   principal   amount   of   all   Canyons
                           Construction   Project   Advances   and  all  Canyons
                           Interest Advances held by FINOVA Capital  Corporation
                           shall not exceed (y) 50% of the aggregate outstanding
                           principal amount of all Canyons  Construction Project
                           Advances and all Canyons  Interest  Advances  held by
                           all Canyons  Construction Project Advance Lenders and
                           (z) $30,000,000.

                           (v) GSRP, the Original  Lenders,  the  Administrative
                  Agent,  FINOVA and Litchfield agree that Section 2.5(f) of the
                  Existing  LSA  is  hereby  amended  by  adding  the  following
                  language at the end of such Section:

                                    Notwithstanding  anything to the contrary in
                           this  Section  2.5(f),  the  proceeds of sales of the
                           types described in the first sentence of this Section
                           2.5(f) with respect to the Canyons  Project  shall be
                           paid   to   the   Administrative   Agent,   but   the
                           Administrative Agent shall apply such proceeds as set
                           forth  in  Section   2.5(b)(ii)   hereof  instead  of
                           depositing  such  proceeds  in  the  Cash  Collateral
                           Account. Although prepayment of the Canyons Loan from
                           such  proceeds is not  permitted  during the first 12
                           months of the term of this Agreement, if sales of the
                           types  described  above do  occur,  GSRP  shall pay a
                           Prepayment   Premium  in   respect   thereof  to  the
                           Administrative  Agent (and  disbursed  to the Canyons
                           Lenders in  accordance  with their Pro Rata Shares of
                           the Canyons Loan),  which Prepayment Premium shall be
                           deemed  to be 3%  of  the  amount  prepaid,  and,  in
                           addition,  the  Canyons  Required  Lenders  shall  be
                           entitled to exercise any other  remedies  provided to
                           them under this Agreement.

                                    Notwithstanding  anything to the contrary in
                           this  Section  2.5(f),  the  proceeds of sales of the
                           types described in the first sentence of this Section
                           2.5(f) with respect to the Steamboat Project shall be
                           paid   to   the   Administrative   Agent,   but   the
                           Administrative Agent shall apply such proceeds as set
                           forth  in  Section   2.5(b)(ii)   hereof  instead  of
                           depositing  such  proceeds  in  the  Cash  Collateral
                           Account.  Although  prepayment of the Steamboat  Loan
                           from such proceeds is not permitted  during the first
                           12 months of the term of this Agreement,  if sales of
                           the types described above do occur,  GSRP shall pay a
                           Prepayment   Premium  in   respect   thereof  to  the
                           Administrative  Agent (and disbursed to the Steamboat
                           Lenders in  accordance  with their Pro Rata Shares of
                           the Steamboat Loan),  which Prepayment  Premium shall
                           be deemed to be 3% of the  amount  prepaid,  and,  in
                           addition,  the  Steamboat  Required  Lenders shall be
                           entitled to exercise any other  remedies  provided to
                           them under this Agreement.

                           (vi) GSRP, the Original Lenders,  the  Administrative
                  Agent,  FINOVA and Litchfield agree that Section 3.5(c)(ii) of
                  the  Existing  LSA is hereby  amended by adding the  following
                  language at the end of such Section:



<PAGE>


                                    Notwithstanding  anything to the contrary in
                           this  Section  3.5(c)(ii),  if  such  losses  for the
                           Canyons Project exceed $1,000,000, the Administrative
                           Agent  is  authorized  to  collect  and  receive  the
                           insurance   proceeds  for  such   losses,   and  each
                           insurance  company is authorized and directed to make
                           payment   for  all  such   loses   directly   to  the
                           Administrative Agent instead of to GSRP. In the event
                           any insurance  company fails to disburse directly and
                           solely to the  Administrative  Agent,  but  disburses
                           instead  either solely to GSRP or to GSRP (and/or any
                           Association)  and the  Administrative  Agent jointly,
                           GSRP agrees  immediately to endorse and transfer,  or
                           cause to be endorsed and  transferred,  such proceeds
                           to the Administrative  Agent, and upon its failure to
                           so endorse and  transfer,  GSRP  unconditionally  and
                           irrevocably  appoints  Administrative Agent as GSRP's
                           agent and attorney-in-fact, coupled with an interest,
                           to  endorse  and  transfer   such   proceeds  to  the
                           Administrative Agent on behalf of the Lenders.  After
                           deducting  from said  insurance  proceeds  all of its
                           expenses    incurred    in   the    collection    and
                           administration  of such  sums,  including  attorneys'
                           fees,  the  Administrative  Agent  will apply the net
                           proceeds  to the  repair  and/or  restoration  of the
                           Canyons Project subject to and in accordance with the
                           scope  and  plans  for such  repair  and  restoration
                           approved by the  Administrative  Agent in  accordance
                           with this Section 3.5(c)(ii).

                                    Notwithstanding  anything to the contrary in
                           this  Section  3.5(c)(ii),  if  such  losses  for the
                           Steamboat    Project    exceed    $1,000,000,     the
                           Administrative  Agent is  authorized  to collect  and
                           receive the insurance  proceeds for such losses,  and
                           each insurance  company is authorized and directed to
                           make  payment  for all  such  loses  directly  to the
                           Administrative Agent instead of to GSRP. In the event
                           any insurance  company fails to disburse directly and
                           solely to the  Administrative  Agent,  but  disburses
                           instead  either solely to GSRP or to GSRP (and/or any
                           Association)  and the  Administrative  Agent jointly,
                           GSRP agrees  immediately to endorse and transfer,  or
                           cause to be endorsed and  transferred,  such proceeds
                           to the Administrative  Agent, and upon its failure to
                           so endorse and  transfer,  GSRP  unconditionally  and
                           irrevocably  appoints  Administrative Agent as GSRP's
                           agent and attorney-in-fact, coupled with an interest,
                           to  endorse  and  transfer   such   proceeds  to  the
                           Administrative Agent on behalf of the Lenders.  After
                           deducting  from said  insurance  proceeds  all of its
                           expenses    incurred    in   the    collection    and
                           administration  of such  sums,  including  attorneys'
                           fees,  the  Administrative  Agent  will apply the net
                           proceeds  to the  repair  and/or  restoration  of the
                           Steamboat  Project  subject to and in accordance with
                           the scope and plans for such  repair and  restoration
                           approved by the  Administrative  Agent in  accordance
                           with this Section 3.5(c)(ii).

                           (vii) GSRP, the Original Lenders,  the Administrative
                  Agent,  FINOVA and Litchfield agree that Section 6.2(d) of the
                  Existing  LSA  is  hereby  amended  by  adding  the  following
                  language at the end of such Section:


<PAGE>


                                    With  respect  to any  Canyons  Construction
                           Project Advance,  the aggregate total increase in the
                           construction  costs  for all  change  orders  for the
                           Canyons Project shall not exceed $200,000 without the
                           prior written consent of FINOVA, and no change orders
                           involving  a material  modification  of the design of
                           the  building,  a material  change in the  quality of
                           workmanship  or  materials  or a  material  delay  in
                           completion of  construction in respect of the Canyons
                           Project  shall have been  approved  without the prior
                           written consent of FINOVA.

                           (viii) GSRP, the Original Lenders, the Administrative
                  Agent,  FINOVA and  Litchfield  agree  that  Section 10 of the
                  Existing  LSA  is  hereby  amended  by  adding  the  following
                  language at the end of such Section:

                                    (I)  As a  point  of  clarification,  if the
                           Administrative  Agent  resigns  or is  removed  under
                           Section 10.5 hereof, such Administrative  Agent shall
                           stay in place and  perform  all of its  duties  under
                           this  Agreement in  accordance  with the terms hereof
                           until its successor is appointed. Upon appointment of
                           its  successor,  the  existing  Administrative  Agent
                           shall take all  actions  necessary  to  transfer  its
                           rights,  duties  and  obligations  to  the  successor
                           Administrative Agent, including,  without limitation,
                           the transfer and  continued  perfection of all rights
                           with  respect  to  bank  accounts,   liens,  security
                           interests,  assignments,  insurance policies,  bonds,
                           title insurance  policies,  claims,  books,  records,
                           etc.

                                    (II)   The    instrument    or    concurrent
                           instruments delivered by the Required Parties to GSRP
                           and  the   Administrative   Agent   to   remove   the
                           Administrative Agent under Section 10.5 shall require
                           the  signatures  of all Required  Parties  other than
                           Textron  Financial  Corporation but shall not require
                           the  signature of Textron  Financial  Corporation  so
                           long  as  Textron   Financial   Corporation   is  the
                           Administrative Agent.

                                    (III)   Notwithstanding   anything   to  the
                           contrary in Section 10.5, the  resignation or removal
                           of the  Administrative  Agent  shall not  affect  the
                           liability  of  the  Administrative  Agent  due to any
                           actions  taken  or  omitted  to be taken by it in its
                           role of  Administrative  Agent that constitutes gross
                           negligence  or wilful  misconduct  on the part of the
                           Administrative Agent.

                                    (IV) As a point of  clarification,  Lenders'
                           agreement   under  Section  10.9  hereof  to  pay  to
                           Administrative Agent the fees described therein shall
                           not  be  construed  to  require  the  Lenders  to pay
                           out-of-pocket  the  fees  that  Borrower  owes to the
                           Administrative  Agent,  and such  fees are to be paid
                           only  by  deduction   from  payments   received  from
                           Borrower.



<PAGE>


                                    (V) Notwithstanding anything to the contrary
                           in  Section   10.10  hereof  or  anything   contained
                           elsewhere   in  this   Agreement   or  the   Security
                           Documents,  the Canyons Construction Project Required
                           Lenders (or after the date of the  Canyons  Inventory
                           Advance,  the Canyons Inventory Required Lenders,  as
                           applicable,  the "Canyons Required Lenders") shall be
                           competent,  and no other  group of  Lenders  (whether
                           decisions are to be made by Required Parties, Project
                           Required  Lenders  or  otherwise   pursuant  to  this
                           Agreement  or  the  Security   Documents)   shall  be
                           competent,   to   approve   and/or  to   direct   the
                           Administrative  Agent as to any action  (or  decision
                           not to act)  under  this  Agreement  or the  Security
                           Documents  with respect to the Canyons  Project,  the
                           Canyons  Loan,   the  Canyons   Obligations   or  the
                           Collateral   arising   from   the   Canyons   Project
                           (including,  without limitation,  the exercise of all
                           rights  and  remedies  with  respect   thereto,   any
                           acceleration of the Canyons Loan, and any foreclosure
                           of the Collateral  arising from the Canyons Project).
                           Without limiting the foregoing,  the Canyons Required
                           Lenders    shall   be   competent   to   direct   the
                           Administrative  Agent  regarding  actions to be taken
                           with  respect  to  Events of  Default,  acceleration,
                           foreclosure and other collection  actions,  insurance
                           proceeds,    casualty   proceeds,   title   insurance
                           policies,   actions,  insurance  proceeds,   casualty
                           proceeds,   title  insurance  policies,   performance
                           bonds,  litigation  and other  matters  involving the
                           Canyons   Project  or  the  Canyons  Project  Lenders
                           regardless   of  the  fact  that   liens,   lawsuits,
                           insurance policies, title policies,  bonds, and other
                           documents  and  agreements  may  be in  the  name  of
                           Textron   Financial   Corporation   in  its  role  as
                           Administrative Agent.



<PAGE>


                                    Notwithstanding  anything to the contrary in
                           Section 10.10 hereof or anything contained  elsewhere
                           in this  Agreement  or the  Security  Documents,  the
                           Steamboat  Construction  Project Required Lenders (or
                           after the date of the  Steamboat  Inventory  Advance,
                           the   Canyons   Inventory   Required   Lenders,    as
                           applicable,  the "Steamboat  Required Lenders") shall
                           be competent,  and no other group of Lenders (whether
                           decisions are to be made by Required Parties, Project
                           Required  Lenders  or  otherwise   pursuant  to  this
                           Agreement  or  the  Security   Documents)   shall  be
                           competent,   to   approve   and/or  to   direct   the
                           Administrative  Agent as to any action  (or  decision
                           not to act)  under  this  Agreement  or the  Security
                           Documents with respect to the Steamboat Project,  the
                           Steamboat  Loan,  the  Steamboat  Obligations  or the
                           Collateral   arising  from  the   Steamboat   Project
                           (including,  without limitation,  the exercise of all
                           rights  and  remedies  with  respect   thereto,   any
                           acceleration   of  the   Steamboat   Loan,   and  any
                           foreclosure  of  the  Collateral   arising  from  the
                           Steamboat  Project).  Without limiting the foregoing,
                           the Steamboat  Required Lenders shall be competent to
                           direct the Administrative  Agent regarding actions to
                           be  taken  with   respect   to  Events  of   Default,
                           acceleration,   foreclosure   and  other   collection
                           actions, insurance proceeds, casualty proceeds, title
                           insurance  policies,   actions,  insurance  proceeds,
                           casualty   proceeds,    title   insurance   policies,
                           performance  bonds,   litigation  and  other  matters
                           involving  the  Steamboat  Project  or the  Steamboat
                           Project  Lenders  regardless  of the fact that liens,
                           lawsuits,  insurance policies, title policies, bonds,
                           and other documents and agreements may be in the name
                           of  Textron  Financial  Corporation  in its  role  as
                           Administrative Agent.

                  (f)      Indemnification Limitation.

                           (i) Neither FINOVA nor Litchfield  shall be obligated
                  to indemnify  the  Administrative  Agent under Section 10.4 of
                  the  Amended LSA in respect of any  liabilities,  obligations,
                  losses, claims, damages, penalties, actions, judgments, suits,
                  costs, expenses (including,  without limitation,  counsel fees
                  and  disbursements)  or  disbursements  of any kind or  nature
                  whatsoever  incurred by the Administrative  Agent and referred
                  to in  said  Section  10.4  that  arose  prior  to the  Second
                  Amendment  Closing Date or were connected with the performance
                  of  duties of the  Administrative  Agent  prior to the  Second
                  Amendment  Closing Date under the Amended LSA and/or under the
                  other Security Documents. Any such indemnification referred to
                  above in this clause (g)  required  under  Section 10.4 of the
                  Amended LSA shall be effected as if FINOVA and Litchfield were
                  not Lenders.

                           (ii) With respect to the Administrative Agent's right
                  to indemnity  under  Section  10.4  hereof,  FINOVA's Pro Rata
                  Share  indemnification of the  Administrative  Agent is hereby
                  limited to such matters indemnified thereunder that arise from
                  acts of the Administrative Agent taken at the direction of the
                  Canyons Required  Lenders after the Second  Amendment  Closing
                  Date.

                           (iii)  With  respect  to the  Administrative  Agent's
                  right to indemnity under Section 10.4 hereof, Litchfield's Pro
                  Rata  Share  indemnification  of the  Administrative  Agent is
                  hereby  limited to such matters  indemnified  thereunder  that
                  arise  from  acts of the  Administrative  Agent  taken  at the
                  direction  of  Required  Lenders as to which  Litchfield  is a
                  member after the Second Amendment Closing Date.

                           (iv) With respect to the Administrative Agent's right
                  to indemnity under Section 10.4 hereof,  Green Tree's Pro Rata
                  Share  indemnification of the  Administrative  Agent is hereby
                  limited to such matters indemnified thereunder that arise from
                  acts of the  Administrative  Agent taken at the  direction  of
                  Required  Lenders as to which Green Tree is a member after the
                  Second Amendment Closing Date.

                           (v) With respect to the Administrative  Agent's right
                  to indemnity  under  Section 10.4 hereof,  Textron's  Pro Rata
                  Share  indemnification of the  Administrative  Agent is hereby
                  limited to such matters indemnified thereunder that arise from
                  acts of the  Administrative  Agent taken at the  direction  of
                  Required  Lenders as to which  Textron  is a member  after the
                  Second Amendment Closing Date.



<PAGE>



                  (g)  Indemnification  by  Administrative  Agent. In accordance
         with Section  10.2(c) of the Amended LSA and subject to the limitations
         and qualifications set forth therein,  the Administrative  Agent hereby
         agrees and  confirms  that it shall be liable to FINOVA and  Litchfield
         (together  with their  respective  officers,  directors,  employees and
         agents) for its gross  negligence and its willful conduct in respect of
         actions taken or omitted to be taken by the Administrative  Agent prior
         to the Second  Amendment  Closing Date under or in connection  with the
         Amended LSA and the other Security Documents.

                  (h) Special Reports.  An additional  sentence is hereby to the
         end of Section 7.14(h) of the Existing LSA:

                           In  connection  with  the  delivery  of  each  of the
                           quarterly  statements  referred to in Section 7.14(b)
                           above, Borrower shall deliver to each Lender a matrix
                           which  shall  show,  as of the  end of the  quarterly
                           period  then being  reported  upon,  the  outstanding
                           principal   balance,    the   remaining    Commitment
                           availability,  the Pro Rata  Share of such  remaining
                           Commitments  and  the  percentage  of  the  aggregate
                           outstanding  principal  amount  of  Advances  of such
                           Lender in  respect  of the  Steamboat  Loan,  Canyons
                           Loan, the Attitash  Loan,  the  Killington  Loan, the
                           Mount Snow Loan and the Jordan Bowl Loan.

5.       WARRANTIES AND REPRESENTATIONS

         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:

                  (a) Warranties and Representations True and Correct. Except as
         otherwise disclosed on Attachment 5 hereto, each of the representations
         and  warranties  contained in Section 4 of the Existing LSA (other than
         Section 4.4 thereof) is true and correct as of the date hereof. Without
         limiting the foregoing and in addition thereto, GSRP hereby:

                           (i) represents  and warrants,  except with respect to
                  the  Permitted  Exceptions,  that  all  Liens  granted  to the
                  Administrative  Agent  under  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; and

                    (ii)  acknowledges  that  no  claims,   actions,  causes  of
               actions, offsets, counterclaims and/or liabilities exist against,
               or are held by it in  respect  of,  any  Original  Lender  or the
               Administrative  Agent  under  the  Existing  LSA  or  any  of the
               Security Documents.

                  (b)  Transaction  Is Legal and  Authorized.  The execution and
         delivery of this  Agreement  and the other  documents  and  instruments
         contemplated  herein, and compliance by GSRP with all of the provisions
         of this Agreement, the Existing LSA, as amended hereby, and each of the
         other documents set forth above are:


<PAGE>


                           (i)      within the corporate powers of GSRP;

                           (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  (except  Liens  contemplated  under any of the  Security
                  Documents)  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.

                  (c)  Governmental  Consent.  Neither the nature of GSRP, or of
         any of its businesses or Properties,  or any relationship  between GSRP
         and any  other  Person,  or any  circumstance  in  connection  with the
         execution  or  delivery  of  this  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  Agreement  and the other
         documents contemplated in connection herewith.

                  (d)  Restrictions  of GSRP.  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 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 and all Liens in favor of the  Administrative
         Agent in respect of such Collateral remain in full force and effect.

                  (e) Brokers' Fees.  There are no brokers and finders which are
         entitled to receive  compensation  for their services  rendered to GSRP
         with respect to the transactions described in this Agreement.

                  (f) No Defaults  or Events of Default.  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 upon the
         execution  and delivery of this  Agreement.  Since the Closing Date, no
         material adverse change has occurred in or in respect of the Collateral
         or any  one or  more  of the  Projects.  After  giving  effect  to this
         Agreement,  no default or event of default  exists under the Parent/BKB
         Credit Facility.

                  (g) Canyons Project.  Attachment 6 hereto  correctly  reflects
         the nature and  composition of the equity  contributions  in respect of
         the Canyons Project.

6.       CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT

         This Agreement shall become effective on the Second  Amendment  Closing
Date upon the  parties  hereto  executing  this  Agreement  and upon each of the
following conditions being satisfied:



<PAGE>


                  (a)      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
         Second Amendment Closing Date, certifying

                           (i) the adoption by the Board of Directors of GSRP of
                  a resolution authorizing GSRP to enter into this Agreement and
                  the transactions and instruments contemplated hereby, and

                           (ii) the  incumbency  and authority of, and verifying
                  the specimen signatures of, the officers of GSRP authorized to
                  execute and deliver  this  Agreement  and the other  documents
                  contemplated hereunder.

                  (b) 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.

                  (c)  Expenses.  GSRP  shall  have  paid all fees and  expenses
         required to be paid by it pursuant to Section  11.2(d) of Existing  LSA
         pursuant to invoices or other bills  submitted to GSRP  (including  the
         fees and disbursements of counsel to Textron Financial Corporation) and
         all costs and  expenses of FINOVA and  Litchfield  in  connection  with
         their  becoming  Lenders  under the  Existing  LSA,  as amended  hereby
         (including the reasonable fees and  disbursements  of counsel to FINOVA
         and counsel to Litchfield).

                  (d)      Other Documents.

                           (i) GSRP shall have  executed and  delivered  (A) the
                  allonges  referred to in Section 1 hereof to Textron Financial
                  Corporation  and Green Tree Financial  Servicing  Corporation;
                  (B) the Canyons  Construction Project Advance Note and Canyons
                  Inventory Advance Note to FINOVA; (C) the Canyons Construction
                  Project Advance Note, the Canyons  Inventory Advance Note, the
                  Steamboat  Construction  Project  Advance Note,  the Steamboat
                  Inventory  Advance Note, the Attitash  Inventory Advance Note,
                  the  Jordan  Bowl  Inventory   Advance  Note,  the  Killington
                  Inventory Advance Note and the Mt. Snow Inventory Advance Note
                  to Litchfield;  (D) the Attitash  Inventory  Advance Note, the
                  Jordan Bowl Inventory  Advance Note, the Killington  Inventory
                  Advance  Note  and  the Mt.  Snow  Inventory  Advance  Note to
                  Textron Financial Corporation;  and (E) the Attitash Inventory
                  Advance Note,  the Jordan Bowl  Inventory  Advance  Note,  the
                  Killington  Inventory  Advance Note and the Mt. Snow Inventory
                  Advance Note to Green Tree Financial Servicing Corporation.

                           (ii) GSRP shall have delivered to the  Administrative
                  Agent  date-down   endorsements  in  respect  of  the  Blanket
                  Mortgages and such endorsements  shall show no Liens in and to
                  the Projects other than Permitted Exceptions.


<PAGE>


                           (iii) GSRP shall have obtained the written consent of
                  BankBoston,   N.A.,  as  agent  under  the  Parent/BKB  Credit
                  Facility  to  this  Agreement  and  a  written  acknowledgment
                  (addressed  to GSRP and each of the  Lenders)  from the Parent
                  that no default or event of default under,  and as defined in,
                  the  Parent/BKB  Credit  Facility  exists  as  of  the  Second
                  Amendment  Closing  Date  (and  after  giving  effect  to  the
                  transactions contemplated herein).

                  (g) Fees. At the time of closing of FINOVA';s  accession under
         Section 1(a) hereof and its  purchases  under  Section 1(b) hereof with
         respect to the  Canyons  Loan,  GSRP shall have paid to FINOVA a fee of
         $300,000 in  consideration  of its  becoming a Lender in respect of the
         Canyons  Project.  GSRP shall have paid to Litchfield a fee of $100,000
         in  consideration  of its  becoming a Lender in respect of the  Canyons
         Project,  the Steamboat Project,  the Attitash Project, the Jordan Bowl
         Project, the Killington Project and the Mt. Snow Project.

7.       MISCELLANEOUS

                  (a) Parties,  Successors and Assigns.  This Agreement shall be
         binding  upon and inure to the benefit of the parties  hereto and their
         respective successors and permitted assigns.

                  (b)  Governing  Law. This  Agreement  shall be governed by the
         internal  laws of the State of Maine.  To the extent any  provision  of
         this 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.

                  (c) Section  Headings and Table of Contents and  Construction.
         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  Agreement as a whole and not to any  particular  Section or other
         subdivision.

                  (d) Survival.  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
         Agreement.

                  (e) Effect of Amendment.  Except as explicitly  amended by, or
         otherwise provided for in, this 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.



<PAGE>


                  (f)  Administrative  Agent;  Trust  Agreement.   The  Original
         Lenders hereby instruct the  Administrative  Agent,  as  administrative
         agent under the  Existing  LSA and  trustee  under that  certain  Trust
         Agreement  referred to in the Maine  Blanket  Mortgage,  to execute and
         deliver this Agreement and all necessary instruments,  certificates and
         documents  required  in  its  reasonable  judgment  to  consummate  the
         transactions contemplated in this Agreement.

                  (g) Counterparts. This 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.]


<PAGE>



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

GSRP:                                                         Lender:

GRAND SUMMIT RESORT                    TEXTRON FINANCIAL CORPORATION
PROPERTIES, INC.


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

                                                  Lender:

                                      GREEN TREE FINANCIAL SERVICING CORPORATION

                                        By      /s/ C.A. Gouskos
                                               ------------------------------
                                               Name: C.A. Gouskos
                                               Title:  Senior Vice President


                                      FINOVA CAPITAL CORPORATION

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


                                      LITCHFIELD FINANCIAL CORPORATION

                                        By       /s/ James R. Yearwood
                                               ------------------------------
                                               Name:  James R. Yearwood
                                               Title: Senior Vice President


<PAGE>



Administrative Agent:

TEXTRON FINANCIAL CORPORATION


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

AGREED AND CONSENTED TO:

L.B.O. HOLDING, INC.

By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name:  Foster A. Stewart, Jr.
  Title: Vice President

MOUNT SNOW, LTD.

By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name:  Foster A. Stewart, Jr.
  Title: Vice President

KILLINGTON, LTD.

By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name:  Foster A. Stewart, Jr.
  Title: Vice President

SUNDAY RIVER SKIWAY CORPORATION

By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name:  Foster A. Stewart, Jr.
  Title: Vice President


<PAGE>



ASC UTAH, INC.

By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name:  Foster A. Stewart, Jr.
  Title: Vice President

STEAMBOAT SKI & RESORT CORPORATION

By /s/ Foster A. Stewart, Jr.
  ------------------------------
  Name:  Foster A. Stewart, Jr.
  Title: Vice President

AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.


By /s/ Mark P. Girard
  ------------------------------
  Name:  Mark P. Girard
  Title: Vice President


<PAGE>