SUBSIDIARY GUARANTEE


         SUBSIDIARY GUARANTEE (this "Subsidiary Guarantee"), dated as of October
6,  1999,  among  the  Guarantors  listed on the  signature  pages  hereof  (the
"Guarantors"),  each of which is a party to the  Fourth  Supplemental  Indenture
dated the date  hereof,  among  American  Skiing  Company (the  "Company"),  the
Guarantors  and the other  guarantors  named therein and the United States Trust
Company of New York (the  "Fourth  Supplemental  Indenture").  Unless  otherwise
indicated,  capitalized  terms used herein have the meanings given to such terms
in  the  Indenture,  dated  as of  June  28,  1996,  as  amended  by  the  First
Supplemental Indenture, dated as of November 11, 1997, among ASC East, Inc., the
guarantors listed therein and the Trustee,  the Second  Supplemental  Indenture,
dated as of September  4, 1998,  among ASC East,  Inc.,  the  guarantors  listed
therein and the Trustee, the Third Supplemental Indenture, dated as of August 6,
1999, among ASC East, Inc., the guarantors  listed therein and the Trustee,  and
the  Fourth  Supplemental  Indenture  (as  so  amended  and  supplemented,   the
"Indenture").

         Each of the Guarantors hereby,  jointly and severally,  unconditionally
guarantees to each Holder of a Note  authenticated  and delivered by the Trustee
and to the Trustee and its successors and assigns,  irrespective of the validity
and  enforceability  of this  Indenture,  the  Notes or the  obligations  of the
Company  hereunder  or  thereunder,  that:  (a) the  principal  of and  premium,
interest and Liquidated  Damages,  if any, on the Notes will be promptly paid in
full when due, whether at maturity,  by  acceleration,  redemption or otherwise,
and interest on the overdue  principal of,  premium and interest and  Liquidated
Damages  on the  Notes,  if any,  if lawful,  and all other  obligations  of the
Company to the Holders or the Trustee  hereunder or thereunder  will be promptly
paid in full or performed,  all in accordance with the terms hereof and thereof;
and (b) in case of any  extension  of time of payment or renewal of any Notes or
any of such other obligations,  that same will be promptly paid in full when due
or performed in accordance  with the terms of the extension or renewal,  whether
at stated  maturity,  by acceleration or otherwise.  Failing payment when due of
any amount so guaranteed or any  performance so guaranteed for whatever  reason,
the  Guarantors  will  be  jointly  and  severally  obligated  to pay  the  same
immediately.

         The  obligations  of the  Guarantors to the Holders of Notes and to the
Trustee  pursuant to this  Subsidiary  Guarantee and the Indenture are expressly
set forth in Article 11 of the  Indenture,  and reference is hereby made to such
Indenture  for the  precise  terms of this  Subsidiary  Guarantee.  The terms of
Article 11 of the Indenture are incorporated herein by reference.

         This is a  continuing  Subsidiary  Guarantee  and shall  remain in full
force and effect and shall be binding  upon each  Guarantor  and its  respective
successors  and assigns to the extent set forth in the Indenture  until full and
final  payment  of all of the  Company's  Obligations  under  the  Notes and the
Indenture  and shall inure to the benefit of the  successors  and assigns of the
Trustee  and the  Holders  of the Notes  and,  in the event of any  transfer  or
assignment  of rights by any  Holder of Notes or the  Trustee,  the  rights  and
privileges herein conferred upon that party shall automatically extend to and be
vested in such  transferee or assignee,  all subject to the terms and conditions
hereof.  This  a  Subsidiary  Guarantee  of  payment  and  not  a  guarantee  of
collection.

         In certain  circumstances  more fully  described in the Indenture,  any
Guarantor may be released from its liability  under this  Subsidiary  Guarantee,
and any such release will be effective whether or not noted hereon.

         This  Subsidiary  Guarantee  shall not be valid or  obligatory  for any
purpose  until the  certificate  of  authentication  on the Note upon which this
Subsidiary  Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

         For purposes  hereof,  each  Guarantor's  liability will be that amount
from time to time equal to the aggregate liability of such Guarantor  hereunder,
but  shall  be  limited  to  the  lesser  of (i)  the  aggregate  amount  of the
Obligations  of the  Company  under  the Notes  and the  Indenture  and (ii) the
amount, if any, which would not have (A) rendered such Guarantor "insolvent" (as
such  term is  defined  in the  federal  Bankruptcy  Law and in the  Debtor  and
Creditor  Law of the State of New York) or (B) left it with  unreasonably  small
capital at the time its  Guarantee of the Notes was entered  into,  after giving
effect to the  incurrence  of existing  Indebtedness  immediately  prior to such
time;  provided  that,  it  shall  be a  presumption  in any  lawsuit  or  other
proceeding  in  which  such  Guarantor  is a party  that the  amount  guaranteed
pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above
unless any creditor, or representative of creditors of such Guarantor, or debtor
in possession or trustee in bankruptcy of such  Guarantor,  otherwise  proves in
such a lawsuit that the aggregate  liability of such Guarantor is limited to the
amount set forth in clause (ii). In making any  determination as to the solvency
or  sufficiency  of capital  of a  Guarantor  in  accordance  with the  previous
sentence,  the right of such Guarantor to contribution from other Guarantors and
any other rights such  Guarantor may have,  contractual  or otherwise,  shall be
taken into account.

         THIS  SUBSIDIARY  GUARANTEE  SHALL BE  GOVERNED  BY, AND  CONSTRUED  IN
ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE  PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         This Subsidiary  Guarantee may be signed in any number of counterparts,
each of which shall be an  original,  with the same effect as if the  signatures
thereto and hereto were upon the same instrument.

                                    BLUNDER BAY DEVELOPMENT CO.



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


                                    ASC LEASING, INC.


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








                                    ORLANDO RESORT CORPORATION


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



                                    ASC TRANSPORTATION, INC.


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


                                    ASC UTAH

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



                                    STEAMBOAT DEVELOPMENT CORPORATION


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



                                    STEAMBOAT SKI & RESORT CORPORATION


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







                                    HEAVENLY CORPORATION


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



                                    HEAVENLY VALLEY LIMITED PARTNERSHIP

                                    By:  HEAVENLY CORPORATION
                                            its general partner


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



                                    HEAVENLY SKI & RESORT CORPORATION


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


                                    UNITED STATES TRUST COMPANY OF
                                    NEW YORK, as Trustee



                                    By:  /s/ Louis P. Young
                                        --------------------------------
                                    Name: Louis P. Young
                                    Title: Vice President