THIRD AMENDMENT AGREEMENT


     THIS  THIRD  AMENDMENT  AGREEMENT  (as  amended  from  time to  time,  this
"Agreement"),  dated January __, 2000 (the "Third Amendment Closing Date") among
GRAND SUMMIT RESORT PROPERTIES,  INC., a Maine corporation,  (herein referred to
as "GSRP"),  the lenders listed on the signature pages hereof(each  individually
referred to herein as a "Lender"  and,  collectively,  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  certain  of the  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 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;

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

          1.      Amendments. The parties hereto agree that the Existing LSA is,
and shall be deemed to be, amended and modified as follows:

                  (a)  Schedule 3 to the Existing LSA, to the extent it pertains
          to Grand  Summit  Resort  Hotel at The Canyons,  is hereby amended and
          restated in its entirety as set forth in Schedule A attached hereto.

                  (b)  Schedule 4  to the  Existing  LSA  is amended so that the
          reference to "Schedule B  to the First American Title Insurance Policy
          issued in connection with  the Construction  Project  Advances for the
          Canyons  Project" in said  Schedule 4 refers  to such  Schedule B with
          respect to  the First American  Title Insurance Policy as in effect on
          the date hereof.

          2.      Warranties and Representations

          GSRP hereby represents and warrants as of the date hereof as follows:



<PAGE>





                  (a)  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:

                        (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 and the liens, if any, created by recordation of The
                  Canyons Resort Village Management Agreement dated November 15,
                  1999 (the "VMA") and the Declaration of Condominium and Record
                  of Survey  Map for  Grand Summit  Resort  Hotel at The Canyons
                  ("Declaration"))  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.

                  (b)  Governmental  Consent.  Except  for  consents, approvals,
         permits, licenses,  authorizations, and  registrations  required in the
         normal course of GSRP's business, 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.

                  (c)  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  not  permitted  under  the  Existing LSA, as
         amended hereby  (the liens,  if any,  of the  VMA and Declaration being
         permitted  hereunder),  and all  Liens in  favor of  the Administrative
         Agent in respect of such Collateral remain in full force and effect.

                  (d)  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.


<PAGE>



         3.       CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT

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

                  (a)  Second Modification Agreement.   The Administrative Agent
         shall  have  received  an  executed  copy  of  the Second  Modification
         Agreement,  a copy of which is attached hereto as Scheduler B.

                  (b)  Canyons Declaration.  The  Canyons Declaration and Resort
         Map shall  have been  recorded in  the real property  records of Summit
         County, Utah  and the conditions  set forth  in Section 3.16(a)  of the
         Existing LSA shall have been satisfied in respect thereof.

                  (c)  Expenses.  GSRP shall  have  paid all  fees and  expenses
         required to  be paid  by it pursuant  to Section  11.2 of  Existing LSA
         pursuant  to invoices  or other bills  submitted to GSRP (including the
         fees and disbursements of counsel to Textron Financial Corporation).

         4.       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.



<PAGE>


                  (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.  Subject to the satisfaction  of the conditions
         precedent hereto,  the  Administrative  Agent is  hereby  authorized to
         subordinate the liens  of the  Canyons Blanket  Mortgage,  the  Canyons
         Assignment  of  Rents  and  of the  Security  Documents in  and  to the
         Collateral related to the  Canyons  Project to the  Declaration and the
         VMA.

                  (f)  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
PROPERTIES, INC.                             CORPORATION



                                             By_________________________________
By_____________________________                Name:
  Name:                                        Title:
  Title:


                                             Lender:

                                             GREEN TREE FINANCIAL SERVICING
                                             CORPORATION



                                             By_________________________________
                                               Name:
                                               Title:

                                             FINOVA CAPITAL CORPORATION



                                             By_________________________________
                                               Name:
                                               Title:

                                             LITCHFIELD FINANCIAL CORPORATION



                                             By_________________________________
                                               Name:
                                               Title:


<PAGE>



Administrative Agent:

TEXTRON FINANCIAL CORPORATION



By_______________________________
  Name:
  Title:

AGREED AND CONSENTED TO:

L.B.O. HOLDING, INC.



By_____________________________
  Name:
  Title:

MOUNT SNOW, LTD.



By_____________________________
  Name:
  Title:

KILLINGTON, LTD.



By_____________________________
  Name:
  Title:

SUNDAY RIVER SKIWAY CORPORATION



By_____________________________
  Name:
  Title:


<PAGE>



ASC UTAH, INC.



By_____________________________
  Name:
  Title:

STEAMBOAT SKI & RESORT CORPORATION



By_____________________________
  Name:
  Title:

AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.



By_____________________________
  Name:
  Title:


<PAGE>


                                   Schedule A


<PAGE>


                                   Schedule B


                          MODIFICATION AGREEMENT No. 2
                                    (Canyons)

          THIS MODIFICATION  AGREEMENT No. 2 (this  "Agreement"),  is made as of
the __ day of January,  2000,  by and between  GRAND SUMMIT  RESORT  PROPERTIES,
INC., a Maine  corporation  ("Trustor"),  whose address is P.O. Box 450,  Sunday
River Road, Bethel, ME 04217 for the benefit of TEXTRON FINANCIAL CORPORATION, a
Delaware corporation,  as Administrative Agent under that certain Deed of Trust,
Assignment of Rents, Security Agreement and Financing Statement described below,
having  a  mailing   address   of  333  East   River   Drive,   East   Hartford,
Connecticut06108.

                                R E C I T A L S :
                                 - - - - - - - -


          WHEREAS,  Trustor executed and delivered to Administrative  Agent that
certain Deed of Trust,  Assignment  of Rents,  Security  Agreement and Financing
Statement,  dated as of September 1, 1998, which was recorded December 31, 1998,
in Book 1217 at Page 184 in the Office of the  Recorder of Summit  County,  Utah
(said Deed of Trust,  Assignment  of Rents,  Security  Agreement  and  Financing
Statement,  as  amended  prior to the date  hereof,  being  referred  to in this
Agreement as the "Existing Deed of Trust"); and

          WHEREAS,  Trustor executed and delivered to Administrative  Agent that
certain Assignment of Rents and Leases, dated as of September 1, 1998, which was
recorded  December  31,  1998,  in Book  1217 at Page 200 in the  Office  of the
Recorder of Summit County, Utah (said Assignment of Leases and Rents, as amended
prior to the date hereof,  being  referred to in this Agreement as the "Existing
Assignment of Rents") in respect of the premises described on Exhibit A attached
thereto; and

          WHEREAS, Trustor,  Administrative Agent and the Lenders (as defined in
the Existing Deed of Trust) are, contemporaneously  herewith, entering into that
certain Third Amendment  Agreement to Loan and Security  Agreement,  dated as of
January __, 2000,  pursuant to which Trustor and Lenders are  effecting  certain
changes in and to that certain Loan and Security Agreement dated as of September
1, 1998,  as amended  prior to the date hereof,  and referred to in the Existing
Deed of Trust as the "LSA;" and

         WHEREAS, Trustor and Grantee desire to amend the Existing Deed of Trust
and the Existing Assignment of Rents.

                              A G R E E M E N T S:
                               - - - - - - - - - -



<PAGE>


          NOW,  THEREFORE,  in consideration of the foregoing  recitals,  of the
covenants and  agreements  hereinafter  stated,  and for other good and valuable
consideration  received to the mutual  satisfaction of the parties  hereto,  the
undersigned hereby agree as follows:

          1.    Modification to the Existing Deed of Trust.

          Exhibit A to the Existing Deed of Trust is hereby amended and restated
in its  entirety as set forth on Exhibit 1 to this  Agreement.  Exhibit B to the
Existing  Deed of Trust is hereby  amended and  restated in its  entirety as set
forth on Exhibit 2 to this Agreement.

          2.    Modification to the Existing Assignment of Rents.

          Exhibit A to the Existing  Assignment  of Rents is hereby  amended and
restated in its entirety as set forth on Exhibit 1 to this Agreement.

          3.    Continued Force and Effect.

          Except as expressly  provided in this Agreement,  the Existing Deed of
Trust and the  Existing  Assignment  of Rent  shall  continue  in full force and
effect as provided for therein.

          4.    Miscellaneous.

          The  Recitals  set  forth  at the  beginning  of  this  Agreement  are
incorporated  in and  made a part of this  Agreement  by  this  reference.  This
Agreement may be executed in one or more identical  counterparts,  each of which
shall be deemed to be an original,  and all of which,  taken together,  shall be
deemed to be one and the same Agreement.  This Agreement shall bind and inure to
the  benefit  of the  parties  hereto  and their  respective  heirs,  executors,
administrators,  legal  representatives,  successors and assigns. This Agreement
and the  obligations  of such  parties  hereunder  are and at all times shall be
deemed to be for the  exclusive  benefit of such  parties  and their  respective
heirs, executors, administrators, legal representatives, successors and assigns,
and nothing set forth  herein shall be deemed to be for the benefit of any other
person.  Nothing set forth in this  paragraph  shall be deemed or  construed  to
create,  recognize or allow any  assignment  or transfer of rights not otherwise
provided for in this Agreement.









                        [Next Page is the Signature Page]


<PAGE>



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

                                            GRAND SUMMIT RESORT PROPERTIES, INC.




                                            By__________________________________
                                              Name:
                                              Its:





STATE OF                            )
                                    )       ss.
COUNTY OF                           )


          The foregoing  instrument was  acknowledged  before me this ___ day of
January, 2000 by _________, _________ of Grand Summit Resort Properties, Inc., a
Maine corporation, on behalf of such corporation.

                                   Before me,


                                   ---------------------------------
                                   Notary Public/Attorney at Law
                                   Print Name:_________________________
                                   My commission expires:______________


<PAGE>



                                            TEXTRON FINANCIAL CORPORATION, as
                                            Administrative Agent




                                            By__________________________________
                                              Name:
                                              Its:



STATE OF CONNECTICUT                )
                                    )        ss.
COUNTY OF HARTFORD                  )



          The  foregoing  instrument  was  acknowledged  before  me this  day of
January,  2000, by  ______________,  the  _______________  of Textron  Financial
Corporation, a Delaware corporation, on behalf of said corporation

                         -------------------------------
                         Notary Public
                         Print Name:

                         My Commission Expires:
                         [Seal]


<PAGE>





                                    Exhibit 1


1. All  Units and  Quartershare  Estates  of GRAND  SUMMIT  RESORT  HOTEL AT THE
CANYONS,  a Utah  Condominium  Project,  together with an appurtenant  undivided
interest  in the  Common  Elements  as  established  and  identified  in (i) the
Declaration  of  Condominium  for GRAND SUMMIT RESORT HOTEL AT THE CANYONS dated
January  _____,  2000,  and  recorded  on  January  ____,  2000,  as  Entry  No.
___________,  in Book _______,  Beginning at Page ___ in the Official Records of
the Summit County, Utah Recorder's Office, and (ii) the Record of Survey Map for
GRAND SUMMIT RESORT HOTEL AT THE CANYONS  recorded  January ___,  2000, as Entry
No.  _______  in the  Official  Records of the Summit  County,  Utah  Recorder's
Office.

Also known as:



<PAGE>


          BEGINNING at the South Quarter corner of Section 36, Township 1 South,
          Range 3 East,  Salt Lake Base & Meridian;  thence North  1088.68 feet;
          thence  East  646.20  feet to the true point of  beginning,  (basis of
          bearing being North 89(Degree)59'43" West between the Southeast corner
          of  Section  36,  Township  1 South,  Range 3 East,  Salt  Lake Base &
          Meridian  and the said South  Quarter  corner of Section  36);  thence
          North  4(Degree)50'26" West 86.01 feet; thence North  40(Degree)09'34"
          East 59.12 feet; thence North 49(Degree)50'26" West 25.90 feet; thence
          North  40(Degree)09'34" East 39.00 feet; thence South 49(Degree)50'26"
          East 25.90 feet; thence North 40(Degree)09'34" East 45.50 feet; thence
          South  49(Degree)50'26" East 5.50 feet; thence North  40(Degree)09'34"
          East 2.88 feet; thence South  49(Degree)50'26"  East 1.50 feet; thence
          North  40(Degree)10'23" East 7.84 feet; thence North  85(Degree)09'34"
          East 38.80 feet; thence North  04(Degree)50'26" West 1.50 feet; thence
          North  85(Degree)09'34" East 27.83 feet; thence South 04(Degree)50'26"
          East 1.50 feet; thence North  85(Degree)09'19" East 19.15 feet; thence
          North  04(Degree)50'45" West 1.50 feet; thence North  85(Degree)09'15"
          East 21.98 feet; thence North  04(Degree)50'26" West 2.78 feet; thence
          North  85(Degree)09'34" East 29.90 feet; thence South 04(Degree)50'26"
          East 2.78 feet; thence North  85(Degree)09'15" East 29.51 feet; thence
          North  35(Degree)06'09" East 10.67 feet; thence South 53(Degree)47'40"
          East 11.14 feet; thence North 35(Degree)06'09" East 17.80 feet; thence
          South  54(Degree)53'51" East 36.07 feet; thence South 35(Degree)06'09"
          West 12.93 feet; thence North 75(Degree)09'34" East 31.04 feet; thence
          South  14(Degree)50'26" East 22.17 feet; thence South 75(Degree)09'34"
          West 29.88 feet; thence South 14(Degree)50'26" East 88.53 feet; thence
          South  75(Degree)09'34" West 7.00 feet; thence South  14(Degree)50'33"
          East 8.58 feet; thence North  75(Degree)09'38"  East 1.50 feet; thence
          South  14(Degree)50'26" East 20.58 feet; thence North 75(Degree)09'34"
          East 4.33 feet; thence South  14(Degree)50'26" East 32.67 feet; thence
          South  75(Degree)09'34" West 4.33 feet; thence South  14(Degree)50'26"
          East 20.58 feet; thence South  75(Degree)09'34" West 1.50 feet; thence
          South  14(Degree)50'26" East 19.17 feet; thence North 75(Degree)09'34"
          East 1.50 feet; thence South  14(Degree)50'26" East 20.58 feet; thence
          North  75(Degree)09'34" East 11.31 feet; thence South 14(Degree)50'26"
          East 32.67 feet; thence South 75(Degree)09'34" West 11.31 feet; thence
          South  14(Degree)50'26" East 20.58 feet; thence South 75(Degree)09'34"
          West 1.50 feet; thence South  14(Degree)50'26" East 14.58 feet; thence
          South  75(Degree)09'34" West 18.38 feet; thence South 14(Degree)50'26"
          East 10.46 feet; thence South 75(Degree)09'34" West 29.76 feet; thence
          South  14(Degree)50'26" East 6.58 feet; thence South  75(Degree)09'34"
          West 19.42 feet; thence South  14(Degree)50'26" East 6.54 feet; thence
          South  75(Degree)09'34" West 31.83 feet; thence North 14(Degree)50'26"
          West 6.54 feet; thence South 75(Degree)09'34" West 224.16 feet; thence
          South  14(Degree)50'26" East 0.82 feet; thence South  75(Degree)09'34"
          West 23.00 feet; thence North 14(Degree)50'26" West 41.75 feet; thence
          South  75(Degree)09'34" West 3.76 feet; thence North  14(Degree)50'26"
          West 126.50 feet; thence North 75(Degree)09'34" East 3.76 feet; thence
          North  14(Degree)50'26"  West  36.64  feet to the point of  beginning.
          Contains 2.81 acres more or less.

2. TOGETHER WITH all  easements,  rights and benefits  arising under The Canyons
Resort  Village  Management  Agreement  dated November 15, 1999, and recorded on
December 15, 1999, as Entry No. 555285,  in Book 1300,  Beginning at Page 1, and
amended  by  the  First  Amendment  to The  Canyons  Resort  Village  Management
Agreement,  dated December 17, 1999, and recorded on December 17, 1999, as Entry
No. 555434, in Book 1300,  beginning at Page 668, and by the Second Amendment to
The Canyons Resort Village  Management  Agreement,  dated January ___, 2000, and
recorded on January __, 2000, as Entry No.  ______,  in Book ____,  beginning at
Page ___ of the records of the Summit County Recorder's Office and

3.  TOGETHER  WITH an easement  for access and  utilitie s, being a 40 foot wide
right of way and non-exclusive utility easement over, through and across propety
described  below as  provided  for in that  certain  Easement  Agreement  by and
between Wolf Mountain Resorts,  L.C. and Grand Summit Resort  Properties,  Inc.,
recorded on December 31, 1998, as Entry No. 00526588, in Book 1217, Beginning at
Page 152 in the Official Records of the Summit County, Utah Recorder's Office:



<PAGE>


          BEGINNING  at a point on the  Westerly  line of the Red Pine  right of
          way,  said point being North  89(Degree)59'43"  West along the Section
          line  706.01 feet and North  58.93 feet from the  Southeast  Corner of
          Section  36,  Township  1  South,  Range 3 East,  Salt  Lake  Base and
          Meridian (basis of bearing being North  89(Degree)59'43"  West between
          the said  Southeast  Corner of Section 36 and the South Quarter Corner
          of said  Section  36),  said point being the true point of  beginning;
          then North  85(Degree)00'15" West 67.61 feet to the point of curvature
          of a 250 foot radius  tangent curve to the right;  then  Northwesterly
          along the arc of said curve  163.55  feet  through a central  angle of
          37(Degree)28'59";  then North 47(Degree)31'16" West 465.83 feet to the
          point of  curvature  of a 200 foot radius  tangent  curve to the left;
          thence  Northwesterly along the arc of said curve 84.41 feet through a
          central angle of 24(Degree)10'59";  thence North 71(Degree)42'15" West
          72.83  feet to the point of  curvature  of a 150 foot  radius  tangent
          curve to the right;  thence  Northwesterly along the arc of said curve
          187.76 feet through a central angle of 71(Degree)43'03";  thence North
          00(Degree)00'48"  East 220.63 feet to the point of  curvature of a 100
          foot radius tangent curve to the left;  then  Northwesterly  along the
          arc  of  said  curve   179.79   feet   through  a  central   angle  of
          103(Degree)00'48";  thence South  77(Degree)00'00"  West 85.77 feet to
          the  point of  curvature  of a 125 foot  radius  tangent  curve to the
          right;  thence  Northwesterly  along the arc of said curve  41.46 feet
          through  a  central  angle  of   19(Degree)00'21"   to  the  point  of
          termination,  said point being on the Southerly  boundary of the Grand
          Sumit Hotel property line,  right of way lines extend to said property
          line and said Red Pine Westerly right of way line.



<PAGE>


                                    Exhibit 2

See First American Title Insurance  Policy in respect of the Mortgaged  Property
as in effect on January ___, 2000.