AMENDMENT LETTER


                                               Effective as of December 30, 2004


VIA OVERNIGHT COURIER AND FAX - 207-615-4849

Grand Summit Resort Properties, Inc.
One Monument Way
Portland, Maine 04104
Attn:  General Counsel

VIA OVERNIGHT COURIER AND FAX - 435-615-4849

Grand Summit Resort Properties, Inc.
1840 Sun Peak Drive
Park City, Utah 84098
Attention: Helen Wallace

         Re:   Loan and Security  Agreement (as amended to the date hereof,  the
               "LSA"),  dated  as of  September  1,  1998,  among  Grand  Summit
               Properties, Inc., a Maine corporation ("GSRP"), Textron Financial
               Corporation,  a Delaware  corporation,  as  administrative  agent
               ("Administrative Agent") and the lenders parties thereto

Dear Ladies and Gentlemen:

         Reference is made to the LSA. Capitalized terms used herein shall have
the meanings ascribed to the same in the LSA.

         In response to GSRP's request to amend Section 2.5(c)(iii) of the LSA
by changing the requirement that as of December 31, 2004 the "Maximum
Outstanding Principal Amount of Advances" not exceed $17,000,000, we, as the
Administrative Agent on behalf of the Lenders, agree to change said
"$17,000,000" to "$17,350,989.59." The foregoing change shall be effective as
of, and from and after, the date all parties have executed this letter
amendment, provided that such execution occurs prior to close of the
Administrative Agent's business on December 30, 2004. For the avoidance of
doubt, the foregoing change shall not affect the current requirement under said
Section 2.5(c)(iii) of the LSA to reduce the "Maximum Outstanding Principal
Amount of Advances" to $14,000,000 as of March 31, 2005 or any other required
threshold thereafter.

         In consideration of the Lenders' agreeing to the changes provided for
herein, GSRP agrees to pay to the Administrative Agent on behalf of the Lenders
a modification fee in the amount of $25,000 and to pay all of Lenders' and
Administrative Agent's reasonable fees, costs and expenses of counsel. GSRP
agrees to pay such modification fee and such fees, costs and expenses on or
prior to January 10, 2005. Failure to pay the same, when due, shall be an Event
of Default under the LSA.

         GSRP represents and warrants to the Administrative Agent and Lenders
that, after giving effect to this letter amendment, no Default or Event of
Default will exist.

         Except as expressly set forth in this letter, nothing in this letter is
intended to create or constitute a waiver, modification, relinquishment or
forbearance by the Administrative Agent or the Lenders of any of their
respective rights and remedies under the LSA and the other Security Documents,
at law or in equity, all of which rights and remedies are hereby expressly
reserved. Nothing in this letter constitutes, or shall be deemed to constitute,
an agreement by the Administrative Agent or the Lenders to grant any future
waiver, indulgence, deferral, amendment, cure period or consent with respect to
the LSA and the other Security Documents, the Loans, any other Obligations or
any payments in respect thereof. Neither this letter nor any course of dealing
by the Administrative Agent and/or the Lenders shall affect the Administrative
Agent's and/or the Lenders' rights under the LSA or the other Security
Documents. The Administrative Agent and the Lenders expect that GSRP shall
strictly comply with the terms of the LSA and the other Security Documents, as
amended by this letter.






         If you are in agreement with the terms and conditions of the letter,
please sign a copy of this letter attached hereto and return the same to us on
or prior to close of our business on December 30, 2004.


                                               TEXTRON FINANCIAL
                                               CORPORATION, as Administrative
                                               Agent on behalf of the Lenders



                                               By:  /s/Bob Bellacosa
                                                 ------------------------------
                                                 Name: Bob Bellacosa
                                                 Title:


         AGREED AND CONSENTED TO:

         GRAND SUMMIT RESORT PROPERTIES, INC.



         By:  /s/Helen E. Wallace
           -----------------------------
           Name: Helen E. Wallace
           Title:Chief Financial Officer