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                   FIFTH AMENDMENT TO AMENDED AND
                RESTATED REVOLVING CREDIT AGREEMENT

                               among

                    FAIRFIELD COMMUNITIES, INC.
                    FAIRFIELD MYRTLE BEACH, INC.

                                and

                THE FIRST NATIONAL BANK OF BOSTON, 
                     INDIVIDUALLY AND AS AGENT


             THIS  AMENDMENT   (this  "Amendment")   dated  as  of
  January 25, 1996,  is made by and  among FAIRFIELD COMMUNITIES,
  INC.,  a Delaware  corporation  (the "Company  or "Fairfield"),
  FAIRFIELD MYRTLE  BEACH, INC., a Delaware  corporation ("Myrtle
  Beach",  and together  with  Fairfield,  the "Borrowers"),  THE
  FIRST NATIONAL BANK  OF BOSTON, a national  banking association
  ("FNBB") and  THE FIRST NATIONAL  BANK OF BOSTON,  as agent for
  itself and the  Lenders (the "Agent"), all parties to a certain
  Amended and  Restated Revolving  Credit Agreement  dated as  of
  September 28,  1993, as amended by  First Amendment dated as of
  May  13,  1994,  as  further  amended  by  Consent, Waiver  and
  Agreement dated  as of September 23,  1994, as  further amended
  by  Second Amendment to  Amended and  Restated Revolving Credit
  Agreement dated as of December  9, 1994, as further  amended by
  a  Third  Amendment to  Amended  and Restated  Revolving Credit
  Agreement  dated  as  of  December  19,  1994,  and  as further
  amended  by  a   Fourth  Amendment  to  Amended   and  Restated
  Revolving Credit  Agreement dated as  of November 20, 1996  (as
  so amended, the "Credit Agreement").  This Amendment  is joined
  in by Fairfield Acceptance Corporation, a  Delaware corporation
  ("FAC"), by  reason of  the Unconditional  Guaranty of  Payment
  and Performance,  dated as of  September 28, 1993,  from FAC in
  favor  of   the  Agent   (the  "Fairfield   Guaranty").     All
  capitalized terms used  herein and not otherwise  defined shall
  have the  same  respective meanings  herein  as in  the  Credit
  Agreement.

             WHEREAS, FNBB,  the  Borrowers  and  the  Agent  have
  agreed  to  amend the  operating  margin covenant  appearing in
  Section 10.1 of the Credit Agreement;

             NOW,  THEREFORE, in  consideration  of  the premises,
  the  Borrowers,  FAC,  FNBB  and  the  Agent  hereby  agree  as
  follows:


                                  -2-


       Section 1.  AMENDMENT TO CREDIT AGREEMENT.  The Borrowers, 
                   ----------------------------
  FNBB and the Agent hereby agree  to amend  Section 10.1 of  the
  Credit Agreement by deleting  said Section in its  entirety and
  substituting therefor the following new Section 10.1:

   "Section 10.1.   Operating Margin  Covenant.   The Borrowers will  not
                    -------------------------
           permit, as of the last day of any fiscal quarter,  the ratio of
           Consolidated Earnings before Interest and Taxes to Consolidated
           Total Revenue  for the  period of  four (4)  consecutive fiscal
           quarters ended on such date to be less than twelve and one-half
           percent (12.5%)."
   

       Section 2.  FAC  CONSENT.  FAC hereby consents to the amendment to the
                   ---  -------
  Credit Agreement set  forth in this Amendment and confirms  its obligations
  to the Agent and the Lenders under the Fairfield Guaranty and the Fairfield
  Guaranty shall extend to and include the obligations of the Borrowers under
  the Credit Agreement as amended by this Amendment.   FAC agrees that all of
  its obligations  to the  Agent and  the Lenders evidenced  by or  otherwise
  arising under the  Fairfield Guaranty are in full  force and effect and are
  hereby ratified and confirmed in all respects.

       Section 3.  OTHER AMENDMENTS.   Except as expressly  provided in  this
                   ----------------
  Amendment,  all of the terms and conditions of the Credit Agreement and the
  other  Loan  Documents  remain in  full  force and  effect.    Each of  the
  Borrowers and FAC  confirm and agree that  the Obligations of the Borrowers
  to the Lenders and the Agent under the Credit Agreement, as amended hereby,
  and all of the  other obligations of  any of such  parties under the  other
  Loan Documents, are secured by and entitled to the benefits of the Security
  Documents.

       Section 4.  EXECUTION IN COUNTERPARTS.  This Amendment may be executed
                   -------------------------
  in  any number of counterparts and by each party on a separate counterpart,
  each of which when so executed and delivered shall be an  original, but all
  of  which  together  shall  constitute  one instrument.    In  proving this
  Amendment, it  shall not be  necessary to produce or account  for more than
  one  such counterpart  signed  by  the party  against whom  enforcement  is
  sought.

       Section 5.  HEADINGS.    The  captions  in  this  Amendment  are   for
                   --------
  convenience  of reference only and shall not define or limit the provisions
  hereof. <PAGE>
 

                                    -3-


            IN WITNESS WHEREOF, the parties have executed this Amendment as
an instrument under seal to be governed  by the laws of the Commonwealth of
Massachusetts, as of the date first above written.

                                           FAIRFIELD COMMUNITIES, INC.


                                           By: /s/ Robert W. Howeth
                                              ---------------------------
                                           Name:   Robert W. Howeth
                                                -------------------------
                                           Title: Senior Vice President
                                                 ------------------------


                                           FAIRFIELD MYRTLE BEACH, INC.

                                           By: /s/ Robert W. Howeth
                                              ---------------------------
                                           Name:   Robert W. Howeth
                                                -------------------------
                                           Title: Vice President
                                                 ------------------------


                                           FAIRFIELD ACCEPTANCE CORPORATION


                                           By: /s/ Robert W. Howeth
                                              ---------------------------
                                           Name:   Robert W. Howeth
                                                -------------------------
                                           Title: President
                                                 ------------------------

                                           THE FIRST NATIONAL BANK
                                            OF BOSTON, Individually and as Agent

                                           By: /s/ Linda J. Carter
                                              ---------------------------
                                           Name:   Linda J. Carter
                                                -------------------------
                                           Title: Vice President
                                                 ------------------------