<PAGE>

                                                                        EX-10.28

           FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "First
Amendment"), dated as of March __, 2000, is entered into by and among SUNTERRA
CORPORATION, a Maryland corporation, (the "Borrower"), ALL SEASONS RESORTS,
INC., an Arizona corporation, ALL SEASONS RESORTS, INC., a Texas corporation,
MMG DEVELOPMENT CORP., a Florida corporation, HARICH TAHOE DEVELOPMENTS, a
Nevada general partnership, PORT ROYAL RESORT, L.P., a South Carolina limited
partnership, GRAND BEACH RESORT, LIMITED PARTNERSHIP, a Georgia limited
partnership, POWHATAN ASSOCIATES, a Virginia Joint Venture, GREENSPRINGS
ASSOCIATES, a Virginia Joint Venture, LAKE TAHOE RESORT PARTNERS, LLC, a
California limited liability company (the foregoing parties other than the
Borrower being referred to herein singularly as a "Guarantor" and collectively
as the "Guarantors"), each of the financial institutions that is listed as a
signatory party hereto as a "Lender" (collectively, the "Lenders") and BANK OF
AMERICA, N.A., in its capacity as the Administrative Agent under the Credit
Agreement (the "Administrative Agent").


                                 BACKGROUND
                                 ----------

     A.  The Borrower, the Lenders and the Administrative Agent are parties to a
certain Amended and Restated Credit Agreement, dated as of December 31, 1999
(the "Original Credit Agreement") (the Original Credit Agreement, as amended and
modified by that certain letter agreement, dated as of January 24, 2000, and as
otherwise amended, supplemented, modified and/or restated from time to time,
being referred to herein as the "Credit Agreement"); the terms defined in the
Credit Agreement and not otherwise defined herein shall be used herein as
defined in the Credit Agreement and, to the extent appropriate, as amended
hereby.

     B.  The Guarantors have heretofore guaranteed all of the indebtedness,
obligations and liabilities of the Borrower to the Lenders under, or in
connection with, the Credit Agreement.

     C.  The Borrower, the Guarantors, the Administrative Agent and the Lenders
have heretofore entered into the Forbearance Agreement, as such term is defined
herein.

     D.  The Lenders and the Administrative Agent have been requested by the
Borrower and the Guarantors to expand their respective obligations under the
Credit Agreement and to make additional advances beyond their current
obligations and none of the Lenders nor the Administrative Agent are willing to
enter into this First Amendment or to expand their obligations in connection
therewith in the absence of the agreements of the Borrower and the Guarantors
set forth herein and the delivery of additional collateral to the Lenders and
the Administrative Agent on the effective date of this First Amendment.


     NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all
<PAGE>

hereby acknowledged, the Borrower, the Guarantors, the Administrative Agent and
the Lenders covenant and agree as follows:

     1.  AMENDMENTS.
         ----------

          1.1  Article I of the Credit Agreement is hereby amended by adding
     thereto the following additional defined terms:

          "`Extension of Forbearance Agreement' means that certain Extension of
            ----------------------------------
          Forbearance Agreement, dated as of February 18, 2000, among the
          Borrower, the Guarantors, the Administrative Agent and the Lenders."

          "`Existing Violations' means, collectively, the events and
            -------------------
          circumstances specifically described in Schedule "1" attached hereto,
                                                  ------------
          insofar and only insofar, as the occurrence and/or existence of such
          ------------------------
          events or circumstances (as such events and circumstances are
          specifically described in Schedule "1" attached hereto and as such
                                    ------------
          events and circumstances exist as of the date of the First Amendment)
          might constitute a Default and/or an Event of Default under the Credit
          Agreement and/or the other Loan Documents as of the date of the First
          Amendment. Provided, however, that the term `Existing Violations'
                                                       -------------------
          shall not mean or include (i) any of the events or circumstances
          described in Schedule "1" attached hereto insofar as the occurrence
                       ------------
          and/or continuation of such event or circumstance may constitute, or
          result in, any violation, breach, default or event of default
          (howsoever designated) under any note, bond, other evidence of
          indebtedness, agreement, contract or other arrangement (in each case,
          other than the Credit Agreement and the other Loan Documents), or (ii)
          any of the events or circumstances described in Schedule "1" attached
                                                          ------------
          hereto insofar as such event or circumstance may, at any time after
          the date of the First Amendment, change, vary, develop, or otherwise
          be, or become, different, in any adverse and material respect, than it
          is as of the date of the First Amendment. By way of illustration only,
          and without limiting the generality of the foregoing, the existence of
          any lawsuit described or referred to in Schedule "1" attached hereto
                                                  ------------
          would constitute an `Existing Violation'; however, any adverse and
                               ------------------
          material ruling, judgment, determination or other development in
          connection with any such lawsuit would constitute an adverse and
          material change with respect to such lawsuit and, as such, such
          lawsuit would not, thereafter, constitute an `Existing Violation'."
                                                        ------------------

                                      -2-
<PAGE>

          "`First Amendment' means that certain First Amendment to Amended and
            ---------------
          Restated Credit Agreement, dated as of March __, 2000, among the
          Borrower, the Guarantors, the Administrative Agent (for the limited
          purposes set forth therein) and the Lenders."

          "`Forbearance Agreement' means the Original Forbearance Agreement, as
            ---------------------
          modified, amended and extended by the Extension of Forbearance
          Agreement."

          "`Original Forbearance Agreement' means that certain Forbearance
            ------------------------------
          Agreement, dated as of February 8, 2000, among the Borrower, the
          Guarantors, the Administrative Agent and the Lenders."

          1.2  The definition of "Commitment" set forth in Article I of the
Credit Agreement is hereby amended to read as follows:

          "`Commitment' means $38,400,000, as reduced from time to time pursuant
            ----------
          to Section 2.6 hereof."
             ------------

          1.3  The definition of "Maturity Date" set forth in Article I of the
Credit Agreement is hereby amended to read as follows:

          "`Maturity Date' means January 3, 2001, or the earlier date of
            -------------
          termination in whole of the Commitment pursuant to Section 2.6 or 8.2
                                                             -----------    ---
          hereof."

          1.4  The Lenders and the Administrative Agent hereby waive the
Defaults and the Events of Default that are specifically described in
Schedule "1" attached hereto and that exist, or that may exist, as of the
------------
effective date of this First Amendment by virtue of the occurrence and/or
existence of the Existing Violations. The foregoing waiver by the Administrative
Agent and the Lenders shall apply exclusively to the events and circumstances
expressly set forth therein and shall not constitute a waiver with respect to
any other or additional Default(s), Event(s) of Default, event(s) or
circumstance(s), whether now existing or hereafter arising, and shall not
otherwise limit, impair, reduce or affect the rights and/or remedies that may
now or hereafter be available to the Administrative Agent and/or any of the
Lenders under the Credit Agreement, the other Loan Documents or otherwise in
connection with, or as a result of, the occurrence and/or existence of any other
or additional Default and/or Event of Default, whether now existing or hereafter
arising.

     1.5  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Borrower, the Administrative
Agent and the Lenders hereby agree that, unless and until the Determining
Lenders agree to the contrary in writing, the Borrower shall not be entitled to
borrow, and no Lender shall be obligated to make, any

                                      -3-
<PAGE>

Advance if, after giving effect to such requested Advance, the aggregate amount
of (i) all outstanding Advances, plus (ii) all outstanding Reimbursement
Obligations would exceed (x) $35,400,000, less (y) the amount of any repayments
of the principal balance of the Advances after the effective date of this First
Amendment.

     1.6  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Administrative Agent and the
Lenders agree that, notwithstanding the sublimit with respect thereto contained
in the definition of the term "Borrowing Base" in the Credit Agreement but
subject to the other terms hereof and of the Credit Agreement and the other Loan
Documents, they will allow up to 22% of the Borrowing Base to be attributable to
Eligible Notes Receivable having an original term greater than 121 months.

     1.7  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Borrower, the Administrative
Agent and the Lenders hereby agree that, notwithstanding anything to the
contrary contained in the Credit Agreement or any of the other Loan Documents,
the portion of the Borrowing Base attributable to Notes Receivable in respect of
which the applicable Purchaser has not timely made at least the first regularly
scheduled installment payment thereon in accordance with the terms of the
applicable Note Receivable shall equal thirty percent (30%) of the aggregate
unpaid principal balance of such Notes Receivable; provided, however, the
                                                   -----------------
portion of the Borrowing Base attributable to such Notes Receivable shall not,
at any time, exceed fifteen percent (15%) of the total amount of the Borrowing
Base.

     1.8  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Administrative Agent and the
Lenders agree that, from and after the effective date of this First Amendment,
the Lenders will allow up to 100% of the Borrowing Base to be attributable to
Non-Standard Receivables.

     1.9  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Borrower, the Administrative
Agent and the Lenders hereby agree that, unless and until the Determining
Lenders agree to the contrary in writing, the component of the Borrowing Base
attributable to Non-Standard Receivables (other than Non-Standard Receivables
referred to in Section 1.7 of this First Amendment) shall be equal to fifty five
               -----------
percent (55%) of the aggregate unpaid principal balance of such Non-Standard
Receivables.

     1.10  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Borrower, the Administrative
Agent and the Lenders hereby agree that, unless and until the Administrative
Agent advises the Borrower to the contrary, Notes Receivable that would
otherwise qualify as Eligible Notes Receivables, except solely for the fact that
the Purchaser in respect of such Notes Receivable did not initially make a cash
down payment of at least ten percent (10%) of the aggregate actual

                                      -4-
<PAGE>

purchase price of all Time-Share Interests purchased by such Purchaser, shall
constitute Eligible Notes Receivable for purposes of calculating the Borrowing
Base if, and only to the extent that, (i) the outstanding principal balance of
     -------------------------------
any such Note Receivable does not, at any time that any such Note Receivable is
included in the Borrowing Base, exceed ninety percent (90%) of the actual
purchase price of the corresponding Time-Share Interest purchased by the
applicable Purchaser, and (ii) not more than fifteen percent (15%) of the total
Borrowing Base is attributable, at any time, to such Notes Receivable in the
aggregate.

     1.11  The Borrower, the Administrative Agent and the Lenders hereby agree
that, notwithstanding anything to the contrary contained in the Credit Agreement
or any of the other Loan Documents, from and after the effective date of this
First Amendment, unless all of the Lenders agree to the contrary, the Borrower
shall not be entitled to re-borrow, and no Lender shall have any obligation to
advance, any portion of the outstanding principal amount of Advances repaid
after the effective date of this First Amendment.

     1.12  The Borrower, the Administrative Agent and the Lenders hereby agree
that, notwithstanding anything to the contrary contained in the Credit Agreement
or any of the other Loan Documents, from and after the effective date of this
First Amendment, except as expressly provided to the contrary in this Section
                                                                      -------
1.12, until all of the Obligations have been finally and indefeasibly paid in
----
full, the Borrower shall not be entitled to obtain the release of any Collateral
without the prior consent of all Lenders; provided, however, that
notwithstanding the occurrence, existence and continuation of any Default or
Event of Default, the Lenders expressly authorize the Administrative Agent to
release any Lien in favor of the Administrative Agent and/or the Lenders with
respect to, and/or deliver (or authorize the delivery of) physical possession
of, any Note(s) Receivable as to which (a) the Borrower certifies to the
Administrative Agent that  such Note Receivable (i) has been paid in full by the
obligor(s) with respect thereto, (ii) evidences the prior obligation of a
Purchaser with respect to which such Purchaser has upgraded such Purchaser's
Time-Share Interest and, as such, the Note Receivable as to which such release
is requested has been replaced by a replacement Note Receivable from such
Purchaser, or (iii) is in default and the possession of such Note Receivable by
the Borrower or the applicable Guarantor is necessary for purposes of the
exercise by the Borrower or the applicable Guarantor of its foreclosure or other
remedies thereunder or in connection therewith, and (b) contemporaneously with
any such release of Lien or delivery of physical possession of any such Note
Receivable, the Borrower makes a mandatory prepayment of the outstanding
Advances in an amount (calculated on a Note Receivable-by-Note Receivable basis)
equal to the greater of (i) the portion of the Borrowing Base, if any,
attributable, as of the date of such requested release or delivery, to each Note
Receivable covered or affected thereby, and (ii) as applicable, (x) with respect
to each Note Receivable of the type described in clause (a)(i) above and covered
or affected by such release or delivery, 60% of the outstanding principal
balance thereof as of the date of the making by the obligor(s) with respect
thereto of the most recently scheduled payment thereon, or (y) with respect to
each Note Receivable of the type described in clause (a)(ii) above and covered
or affected by such release or delivery, 60% of the

                                      -5-
<PAGE>

outstanding principal balance thereof as of the date of the requested release of
Lien or delivery of possession with respect thereto, or (z) with respect to each
Note Receivable of the type described in clause (a)(iii) above and covered or
affected by such release or delivery, 30% of the outstanding principal balance
thereof as of the date of the requested release of Lien or delivery of
possession with respect thereto.

     1.13  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Borrower, the Administrative
Agent and the Lenders hereby agree that all Advances shall be and shall
constitute Reference Rate Advances and shall, from (and including) and after the
date of the First Amendment, bear interest at a per annum rate equal to (i) the
Reference Rate, plus (ii) 2.00%.

     1.14  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Letter of Credit Facility is
terminated, effective as of the date of this First Amendment, and the Borrower
shall not be entitled to request, and the Issuing Bank shall be not be obligated
to issue, any Letter of Credit.

     1.15  Notwithstanding anything to the contrary contained in the Credit
Agreement and/or the Forbearance Agreement, the Borrower shall not be entitled
to request, and none of the Lenders shall be obligated to make, any Advances as
LIBOR Advances.

     1.16  The Borrower hereby acknowledges and agrees that the audit and
consultation work currently being performed for the Administrative Agent and the
Lenders by Pricewaterhouse Coopers L.L.P. is warranted pursuant to Section 5.7
                                                                   -----------
of the Credit Agreement and the Borrower hereby acknowledges its obligation to
cooperate with such financial consultation and to pay the expenses thereof.

     2.  ADDITIONAL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF
         -------------------------------------------------------------------
BORROWER AND GUARANTORS.  By its execution and delivery hereof, the Borrower and
-----------------------
each Guarantor covenants, agrees, represents and warrants that, as of the date
hereof and after giving effect to the amendments and waiver contemplated by the
foregoing Section 1:

     (a) The representations and warranties contained in the Credit Agreement
are true and correct on and as of the date hereof as if made on and as of such
date;

     (b) No event has occurred and is continuing which constitutes a Default or
an Event of Default;

     (c) The Borrower has full power and authority to execute and deliver this
First Amendment; this First Amendment constitutes a Loan Document; and this
First Amendment and the Credit Agreement, as amended hereby, constitute the
legal, valid and binding obligations of the Borrower, enforceable in accordance
with their respective terms, except

                                      -6-
<PAGE>

as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law);

     (d) Each Guarantor has full power and authority to execute and deliver this
First Amendment; and this First Amendment constitutes the legal, valid and
binding obligations of such Guarantor, enforceable in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law);

     (e) No authorization, approval, consent, or other action by, notice to, or
filing with, any governmental authority or other Person (including, without
limitation, the respective Board of Directors of each of the Borrower and each
Guarantor) is required for the execution, delivery or performance by the
Borrower or any Guarantor of this First Amendment; the execution, delivery and
performance by the Borrower and the Guarantors of this First Amendment do not
violate or contravene, or constitute a breach, violation, default or event of
default (howsoever designated) under any contract, indenture or other agreement
to which the Borrower or any Guarantor is a party or by which the Borrower, any
Guarantor or any of their respective property or assets are bound;

     (f) Each of the Guarantors hereby acknowledges and agrees that its
obligations and liabilities to the Administrative Agent and the Lenders under
its guaranty of the Obligations of the Borrower to the Administrative Agent and
the Lenders (i) are hereby ratified and confirmed, and (ii) shall not be
limited, reduced, impaired or otherwise effected by this First Amendment, the
transactions contemplated hereby or any other event or circumstance (other than
the execution and delivery by the Administrative Agent and the requisite Lenders
under the Loan Documents of a written release with respect to such guaranty by
such Guarantor);

     (g) The Borrower and each of the Guarantors hereby acknowledges and agrees
that it has heretofore executed and delivered certain collateral documents in
favor of the Administrative Agent and/or the Lenders, as security for the
Obligations, all of which (i) are hereby ratified and confirmed by the Borrower
or the applicable Guarantor, and (ii) shall not be limited, reduced, impaired or
otherwise affected by this First Amendment, the transactions contemplated hereby
or any other event or circumstance (other than the execution and delivery by the
Administrative Agent of a written release or reconveyance with respect to any
collateral document, or any specific property covered thereby). In furtherance
of the foregoing and without limiting any collateral document heretofore or
hereafter executed, or otherwise existing, in connection with the Obligations,
as security for the Obligations, the Borrower and each Guarantor hereby grants
to the Administrative Agent, for the ratable benefit of the Lenders (the
"Secured Party"), a first-priority security interest in, and

                                      -7-
<PAGE>

collaterally transfers, assigns and conveys unto the Secured Party, the
following described property, to-wit:

Any and all promissory notes (and the indebtedness evidenced thereby) (together
with any and all modifications, amendments, extensions, renewals and/or
restatements thereto or thereof or of the indebtedness evidenced thereby), and
liens securing same, together with any and all other or additional extensions,
modifications, restatements, guaranties, deeds of trust, vendor's liens,
security agreements, financing statements and/or other documents, instruments or
agreements executed in connection therewith or securing the payment of same, and
any and all proceeds, increases, substitutions, products, accessions, and
attachments thereof or thereto, including, without limitation, all securities,
subscription rights, dividends, payments under insurance policies covering any
such property (whether or not Secured Party is named as loss payee thereof),
other payments or remittances, funds, bank accounts, contract rights,
receivables, general intangibles or other property (whether tangible, intangible
or otherwise), rights or benefits which the Borrower or the applicable Guarantor
is entitled to receive on account of any such property, to the extent that such
                                                        ------------------
promissory note(s), or any of same, may (i) heretofore, contemporaneously
herewith or hereafter be, or have been, delivered to, or may otherwise be in the
actual or constructive possession of, any other person acting as custodian or
bailee for the Secured Party pursuant to agreement among the Secured Party, the
Borrower or the applicable Guarantor and such other person, or (ii) heretofore,
contemporaneously herewith or hereafter be, or have been, delivered to, or may
otherwise be in the actual possession of, the Secured Party; and

     (h) At any time or from time to time upon request by the Determining
Lenders, the Borrower and each Guarantor shall execute and deliver to the
Administrative Agent such financing statements, continuations statements,
collateral documents and other or additional  agreements, certificates and other
documents, and shall do such other acts and things, as the Determining Lenders
may reasonably request in order to more fully effectuate the purposes of this
First Amendment, the Credit Agreement and/or the other Loan Documents.

     3.  CONDITIONS OF EFFECTIVENESS.  This First Amendment shall be effective
         ---------------------------
upon the satisfaction of the following conditions precedent, unless the
Determining Lenders, in their sole discretion waive, any of such conditions
precedent:

     (a) the Administrative Agent shall have received a counterpart of this
First Amendment executed by all of the Lenders under the Credit Agreement;

     (b) the Administrative Agent shall have received a counterpart of this
First Amendment executed by the Borrower and by each Guarantor;

     (c) the Lenders shall have received, as additional Collateral for the
Obligations, a valid and perfected first-priority Lien upon, and pledge of, such
Notes Receivable of the Borrower and/or the Guarantors, attributable to the
Ridge Pointe Project, located in South

                                      -8-
<PAGE>

Lake Tahoe, Nevada, as shall be acceptable to the Lenders, pursuant to, and in
accordance with the terms of, the applicable Custody Agreement(s) and such other
or additional documentation as the Lenders shall deem necessary and/or
appropriate;

     (d) the Administrative Agent shall have received certified resolutions of
the respective board of directors of each of the Borrower and each Guarantor
authorizing the execution, delivery and performance of this First Amendment and
any and all documents required hereunder;

     (e) To the extent that the Administrative Agent and/or any Lender(s) shall
have notified the Borrower of same prior to the satisfaction of the other
conditions precedent set forth in this Section 3, the Borrower shall have
                                       ---------
reimbursed the Administrative Agent and each such Lender, as applicable, for all
costs and expenses of the Administrative Agent and of each such Lender in
connection with the negotiation, preparation, reproduction, execution and
delivery of this First Amendment and the other instruments and documents to be
delivered hereunder, and the due diligence investigation in connection
therewith, (including, without limitation, the reasonable fees and out-of-pocket
expenses of the respective counsel for the Administrative Agent and each Lender
with respect thereto and with respect to advising the Administrative Agent or
such Lender, as applicable, as to its rights and responsibilities under the
Credit Agreement, as hereby amended, and all due diligence expenses, travel
costs and expenses, title insurance costs and filing and recordation fees); and

     (f) the Administrative Agent shall have received, in form and substance
satisfactory to the Determining Lenders, such other documents, certificates,
legal opinions and instruments as the Determining Lenders shall require.

     4   RELEASE.  THE BORROWER AND EACH OF THE GUARANTORS (INDIVIDUALLY, A
         -------
"RELEASING PARTY" AND, COLLECTIVELY, THE "RELEASING PARTIES") HEREBY ACKNOWLEDGE
 ---------------                          -----------------
AND AGREE THAT NONE OF THE RELEASING PARTIES HAVE ANY DEFENSES, COUNTERCLAIMS,
OFFSETS, CROSS-COMPLAINTS, CLAIMS OR DEMANDS OF ANY KIND OR NATURE WHATSOEVER
THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF LIABILITY OF SUCH
RELEASING PARTY(IES) TO REPAY THE ADMINISTRATIVE AGENT OR EACH LENDER AS
PROVIDED IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM  THE ADMINISTRATIVE
AGENT OR ANY LENDER.  EACH RELEASING PARTY HEREBY VOLUNTARILY AND KNOWINGLY
RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, BANC OF AMERICA
SECURITIES, LLC, EACH LENDER, AND THEIR RESPECTIVE PREDECESSORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS,
CAUSES OF ACTION, DAMAGES, COSTS, OR EXPENSES, AND LIABILITIES

                                      -9-
<PAGE>

WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR
UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING
IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS EXECUTED, WHICH ANY
RELEASING PARTY MAY NOW OR HEREAFTER HAVE AGAINST THE ADMINISTRATIVE AGENT, BANC
OF AMERICA SECURITIES, LLC, OR ANY LENDER, AND/OR THEIR RESPECTIVE PREDECESSORS,
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER
ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENT, AND NEGOTIATION AND
EXECUTION OF THIS AGREEMENT.

     The Releasing Parties acknowledge and agree that they understand the
meaning and effect of Section 1542 of the California Civil Code which provides:

          "A general release does not extend to claims which the creditor does
          not know or suspect to exist in his favor at the time of executing the
          release, which if known by him must have materially affected his
          settlement with the debtor."

     THE RELEASING PARTIES AGREE TO ASSUME THE RISK OF ANY AND ALL UNKNOWN,
UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES,
INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS
AGREEMENT.  THE RELEASING PARTIES HEREBY WAIVE AND RELINQUISH ALL RIGHTS AND
BENEFITS WHICH THEY MIGHT OTHERWISE HAVE UNDER THE AFOREMENTIONED SECTION 1542
OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE
APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR
MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND
OBLIGATIONS.  TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, THE RELEASING
PARTIES WAIVE AND RELEASE ANY RIGHT OR DEFENSE WHICH THEY MIGHT OTHERWISE HAVE
UNDER ANY OTHER LAW OF ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT
THE EFFECTIVENESS OR SCOPE OF ANY OF ITS WAIVERS OR RELEASES HEREUNDER.

     5   COSTS, EXPENSES AND TAXES.  The Borrower agrees to pay on demand all
         -------------------------
costs and expenses of the Administrative Agent and of each Lender in connection
with the preparation, reproduction, execution and delivery of this First
Amendment and the other instruments and documents to be delivered hereunder
(including the reasonable fees and out-

                                      -10-
<PAGE>

of-pocket expenses of the respective counsel for the Administrative Agent and
each Lender with respect thereto and with respect to advising the Administrative
Agent or such Lender, as applicable, as to its rights and responsibilities under
the Credit Agreement, as hereby amended, and including travel costs and expenses
and the audit and consulting fees and expenses of Pricewaterhouse Coopers L.L.P.
or any other accountant(s) retained by the Administrative Agent under the Credit
Agreement).

     6   EXECUTION IN COUNTERPARTS.  This First Amendment may be executed in any
         -------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument.

     7   GOVERNING LAW; BINDING EFFECT.  This First Amendment shall be governed
         -----------------------------
by and construed in accordance with the laws of the State of California and
shall be binding upon the parties hereto and their respective successors and
assigns.

     8   HEADINGS.  Section headings in this First Amendment are included herein
         --------
for convenience of reference only and shall not constitute a part of this First
Amendment for any other purpose.

     9   SEVERABILITY.  Any provision of this First Amendment held by a court of
         ------------
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this First Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

     10   ENTIRE AGREEMENT.  THE CREDIT AGREEMENT, AS AMENDED BY THIS FIRST
          ----------------
AMENDMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.

BORROWER:                           SUNTERRA CORPORATION



                                    By:   /s/ Richard Goodman
                                        ---------------------------------
                                         Richard Goodman
                                        ---------------------------------
                                         Executive Vice President
                                        ---------------------------------
                                         Chief Financial Officer

                                      -11-
<PAGE>

GUARANTORS:                         ALL SEASONS RESORTS, INC., an Arizona
                                    corporation


                                    By:  /s/ Richard Goodman
                                       -----------------------------------
                                    Name:    Richard Goodman
                                         ---------------------------------
                                    Title:   Treasurer
                                          --------------------------------


                                    ALL SEASONS RESORTS, INC., a Texas
                                    corporation


                                    By:  /s/ Richard Goodman
                                       ----------------------------------
                                    Name:    Richard Goodman
                                         --------------------------------
                                    Title:   Treasurer
                                          -------------------------------



                                    GRAND BEACH RESORT, LIMITED PARTNERSHIP,
                                    a Georgia limited partnership

                                    By:  Grand Beach Partners, L.P., a
                                         California limited partnership, its
                                         general partner

                                         By:  Argosy/KGI Grand Beach Investments
                                              Partnership, a California general
                                              partnership, its general partner

                                              By:  KGI Grand Beach Investments,
                                              Inc., its managing general partner


                                         By:   /s/ Richard Goodman
                                            ------------------------------------
                                         Name:     Richard Goodman
                                              ----------------------------------
                                         Title:    Treasurer
                                                --------------------------------

                                      -12-
<PAGE>

                                  GREENSPRINGS ASSOCIATES, a Virginia joint
                                  venture

                                  By:  Plantation Resort Group, Inc., a Virginia
                                       corporation, a joint venturer


                                       By:   /s/ Richard Goodman
                                          ------------------------------------
                                       Name:     Richard Goodman
                                            ----------------------------------
                                       Title:    Treasurer
                                              --------------------------------

                                  By:  Greensprings Plantation Resort, Inc., a
                                       Virginia corporation, a joint venturer


                                       By:   /s/ Richard Goodman
                                           ------------------------------------
                                       Name:     Richard Goodman
                                             ----------------------------------
                                       Title:    Treasurer
                                               --------------------------------



                                  HARICH TAHOE DEVELOPMENTS, a Nevada general
                                  partnership

                                  By:  Lakewood Development, Inc., a Nevada
                                       corporation, its general partner

                                       By:   /s/ Richard Goodman
                                           ------------------------------------
                                       Name:     Richard Goodman
                                             ----------------------------------
                                       Title:    Treasurer
                                               --------------------------------


                                  By:  Ridgewood Development, Inc., a Nevada
                                       corporation, its general partner


                                       By:   /s/ Richard Goodman
                                          ------------------------------------
                                       Name:     Richard Goodman
                                            ----------------------------------
                                       Title:    Treasurer
                                              --------------------------------

                                      -13-
<PAGE>

                                 LAKE TAHOE RESORT PARTNERS, LLC,  a
                                 California limited liability company

                                 By:  AKGI Lake Tahoe Investments, Inc., a
                                      California corporation, its managing
                                      member


                                      By:   /s/ Richard Goodman
                                         ------------------------------------
                                      Name:     Richard Goodman
                                           ----------------------------------
                                      Title:    Treasurer
                                             --------------------------------

                                 By:  KGK Lake Tahoe Development, Inc., a
                                      California corporation, its member


                                      By:   /s/ Richard Goodman
                                         ------------------------------------
                                      Name:     Richard Goodman
                                           ----------------------------------
                                      Title:    Treasurer
                                             --------------------------------


                                 MMG DEVELOPMENT CORP., a Florida corporation


                                 By:   /s/ Richard Goodman
                                     -----------------------------------------
                                 Name:     Richard Goodman
                                       ---------------------------------------
                                 Title:    Treasurer
                                        --------------------------------------


                                 PORT ROYAL RESORT, L.P., a South Carolina
                                 limited partnership

                                 By:  Argosy/KGI Port Royal Partners, a South
                                      Carolina general partnership, its
                                      general partner

                                      By:  KGI Port Royal, Inc., a South
                                           Carolina
                                           corporation, its general partner


                                      By:   /s/ Richard Goodman
                                         ------------------------------------
                                      Name:     Richard Goodman
                                           ----------------------------------
                                      Title:    Treasurer
                                             --------------------------------

                                      -14-
<PAGE>

                                 POWHATAN ASSOCIATES, a Virginia joint venture

                                 By:  Plantation Resort Group, Inc., a Virginia
                                      corporation, a joint venturer


                                      By:   /s/ Richard Goodman
                                         ------------------------------------
                                      Name:     Richard Goodman
                                           ----------------------------------
                                      Title:    Treasurer
                                             --------------------------------


                                 By:  Williamsburg Vacations, Inc., a Virginia
                                      corporation, a joint venturer


                                      By:   /s/ Richard Goodman
                                         ------------------------------------
                                      Name:     Richard Goodman
                                           ----------------------------------
                                      Title:    Treasurer
                                             --------------------------------

                                      -15-
<PAGE>

ADMINISTRATIVE AGENT:           BANK OF AMERICA, N.A., as Administrative Agent


                                By:  /s/ Kurt Y. Kodama
                                    ------------------------------------------
                                    Kurt Y. Kodama
                                    Vice President


LENDERS:                        BANK OF AMERICA, N.A., as a Lender


                                By: /s/ Kurt Y. Kodama
                                    -----------------------------------------
                                    Kurt Y. Kodama
                                    Vice President

                                      -16-
<PAGE>

                                UNION BANK OF CALIFORNIA, N.A., as a Lender


                                By:   /s/ Alan J. Young
                                    ----------------------------------------
                                Name:     Alan J. Young
                                Title:

                                      -17-
<PAGE>

                                BANK OF HAWAII, as a Lender


                                By:  /s/ Patricia Bohlfing
                                   -----------------------------------------
                                Name:    Patricia Bohlfing
                                      --------------------------------------
                                Title:   Vice President
                                      --------------------------------------

                                      -18-
<PAGE>

                                SOCIETE GENERALE, as a Lender


                                By:  /s/ [ILLEGIBLE]
                                   -----------------------------------------
                                Name:    [ILLEGIBLE]
                                      --------------------------------------
                                Title:   Managing Director
                                      --------------------------------------

                                      -19-