THIRD AMENDMENT TO AMENDED AND
                       RESTATED REVOLVING CREDIT AGREEMENT

                                       and

              FIRST AMENDMENT TO AMENDED AND RESTATED UNCONDITIONAL 
                         PAYMENT AND PERFORMANCE GUARANTY

         THIS AMENDMENT (this "Amendment") dated as of February 8, 1999, is made
by and among  FAIRFIELD  ACCEPTANCE  CORPORATION-NEVADA  (successor by merger to
Fairfield Acceptance Corporation),  a Nevada domiciled Delaware corporation (the
"Company",  "FAC" or the  "Borrower"),  BANKBOSTON,  N.A.,  a  national  banking
association ("BKB"), FIRST MASSACHUSETTS BANK, NATIONAL ASSOCIATION,  a national
banking association  ("First  Massachusetts" and together with BKB and the other
lending institutions that are or may become a party to the Credit Agreement, the
"Banks"), and BANKBOSTON, N.A., as agent for itself and the Banks (the "Agent"),
all parties  (or  successors  in  interest to parties) to a certain  Amended and
Restated Revolving Credit Agreement dated as of January 15, 1998 (as amended and
in effect as of the date hereof, the "Credit Agreement"), and BKB, as Collateral
Agent (the "Collateral  Agent") under that certain  Collateral  Agency Agreement
dated as of January 15,  1998,  as amended by a First  Amendment  to  Collateral
Agency  Agreement  dated as of July 31,  1998,  by and among the parties  hereto
other than First  Massachusetts  (including the  Guarantors,  as defined below),
BKB, as agent under the FCI Credit Agreement, BancBoston Securities, Inc., Eagle
Funding Capital Corporation and First Security Bank, National Association.  This
Amendment is joined in by Fairfield  Communities,  Inc., a Delaware  corporation
("FCI"),  Fairfield  Myrtle  Beach,  Inc.  ("FMB"),  Vacation  Break  USA,  Inc.
("Vacation Break"), Sea Gardens Beach and Tennis Resorts, Inc. ("SGR"), Vacation
Break  Resorts,  Inc.  ("VBR"),  Vacation  Break  Resorts at Star  Island,  Inc.
("VBRS"),  Palm Vacation  Group ("PVG") and Ocean Ranch  Vacation  Group ("ORV")
(FCI,  FMB,  Vacation  Break,  SGR,  VBR,  VBRS,  PVG and  ORV  are  hereinafter
collectively  referred  to as the  "Guarantors")  by reason of the  Amended  and
Restated Unconditional Payment and Performance Guaranty, dated as of January 15,
1998,  from the  Guarantors  in favor  of the  Agent  and the  Banks  (the  "FAC
Guaranty").  All capitalized  terms used herein and not otherwise  defined shall
have the same respective meanings herein as in the Credit Agreement.

         WHEREAS,  FAC has  requested and the Banks and the Agent have agreed to
make certain amendments to the Credit Agreement,  in order to provide for, among
other things,  elimination of the Tranche B Loans, modification of the Borrowing
Base and the  accession  from  time to time of  additional  Banks to the  Credit
Agreement,  all upon the terms and subject to the  conditions  set forth herein;
and
<PAGE>

         WHEREAS,  the Banks,  the Agent and the Guarantors  have agreed to make
certain amendments to the Guaranty, in order to provide for, among other things,
the  Guarantors  to make  certain of the  covenants  set forth in the FCI Credit
Agreement, upon the terms and subject to the conditions set forth herein;

         NOW, THEREFORE,  in consideration of the foregoing  premises,  FAC, the
Banks, the Agent and the Guarantors hereby agree as follows:

     ss.1.  AMENDMENTS TO CREDIT AGREEMENT.  FAC, the Banks and the Agent hereby
            ------------------------------
agree that upon the effectiveness of this Amendment in accordance with Section 5
below, the Credit Agreement shall be amended as follows:

         ss.1.1. The following  definitions are hereby inserted into Section 1.1
of the Credit Agreement in the appropriate alphabetical sequence:

                  "Acceding Bank.  See ss.19.1(b)."
                   -------------

                  "FCI Banks. BKB and the other lending institutions which are
                   ---------
               or may become parties to the FCI Credit Agreement."

                  "FCI Guaranty.  The Amended and Restated Unconditional Payment
                   ------------
         and  Performance  Guaranty dated as of January 15, 1998 made by FAC and
         certain of FCI's other  Subsidiaries with respect to the obligations of
         FCI to the FCI Agent and the FCI Banks under the FCI Credit Agreement."

                  "Instrument of Accession.  See ss.19.1(b)."
                   -----------------------

         ss.1.2.  The  definition  of "Banks"  appearing  in Section  1.1 of the
Credit  Agreement is hereby  amended by inserting the words "or which becomes an
Acceding Bank pursuant to ss.19 hereof" immediately before the period at the end
of such definition.

         ss.1.3. The definitions of "Borrowing Base" appearing in Section 1.1 of
the  Credit  Agreement  is hereby  amended  by (i)  deleting  the  figure  "85%"
appearing  in clause (b) of such  definition  and  replacing  it with the figure
"80%", (ii) deleting the word "plus" at the end of clause (c) of such definition
                               ----
and  substituting  therefor  a period,  and (iii)  deleting  clause  (d) of such
definition in its entirety.

         ss.1.4. The definition of "Commitment"  appearing in Section 1.1 of the
Credit Agreement is hereby amended by inserting the words "modified  pursuant to
ss.19.1(b) or as" immediately after the words "as the same may be" in the fourth
line of such definition.

         ss.1.5. The definition of "Eligible  Assignee" appearing in Section 1.1
of the Credit  Agreement is hereby  amended by inserting  the words ";  provided
                                                                        --------
that  notwithstanding   anything  in  the  foregoing  to  the  contrary,   First
----
Massachusetts Bank, National Association,  shall be an Eligible Assignee for all
purposes hereunder" immediately before the period at the end of such definition.
<PAGE>

          ss.1.6.  The  definition  of  "Revolving  Credit  Loans"  appearing in
  Section  1.1 of the  Credit  Agreement  is hereby  amended  by  deleting  such
  definition  in its  entirety  and  substituting  therefor  the  following  new
  definition:

                    "Revolving  Credit Loans.  Revolving credit loans made or to
                     -----------------------
               be made by the Banks to the Borrower pursuant to ss.2."

         ss.1.7.  The  definitions  of  "Tranche A Borrowing  Base",  "Tranche B
Borrowing Base",  "Tranche A Loans",  and "Tranche B Loans" appearing in Section
1.1 of the Credit  Agreement are hereby amended by deleting such  definitions in
their entirety.

         ss.1.8.  Section  2.1 of the  Credit  Agreement  is hereby  amended  by
deleting such section in its entirety and by substituting therefor the following
new section:

                           "2.1.  COMMITMENT  TO LEND.  Subject to the terms and
                                  -------------------
                  conditions  set forth in this  Credit  Agreement,  each of the
                  Banks  severally  agrees  to  lend  to the  Borrower  and  the
                  Borrower may borrow,  repay,  and  reborrow  from time to time
                  from the Closing Date up to but not  including  the  Revolving
                  Credit Loan  Maturity  Date upon notice by the Borrower to the
                  Agent  given  in  accordance  with  ss.2.5,  such  sums as are
                  requested  by the  Borrower up to a maximum  aggregate  amount
                  outstanding  (after giving effect to all amounts requested) at
                  any one time equal to such Bank's Commitment minus such Bank's
                  Commitment Percentage of the sum of the Maximum Drawing Amount
                  and all Unpaid  Reimbursement  Obligations;  provided that the
                  sum of the  outstanding  amount of the Revolving  Credit Loans
                  (after  giving  effect  to all  amounts  requested)  plus  the
                  Maximum   Drawing   Amount   and  all   Unpaid   Reimbursement
                  Obligations shall not at any time exceed the lesser of (i) the
                  Total  Commitment  and (ii) the Borrowing  Base. The Revolving
                  Credit  Loans shall be made pro rata in  accordance  with each
                  Bank's  Commitment  Percentage.  Each  request for a Revolving
                  Credit Loan hereunder shall  constitute a  representation  and
                  warranty  by the  Borrower  that the  conditions  set forth in
                  ss.11 and ss.12, in the case of the initial  Revolving  Credit
                  Loans to be made on the Closing Date,  and ss.12,  in the case
                  of all other  Revolving  Credit Loans,  have been satisfied on
                  the date of such request."

         ss.1.9.  Section  2.4 of the  Credit  Agreement  is hereby  amended  by
deleting such section in its entirety and by substituting therefor the following
new section:

                    "2.4.   INTEREST  ON  REVOLVING  CREDIT  LOANS.   Except  as
                            --------------------------------------
               otherwise provided in ss.5.10,

                                    (a) Each Base Rate Loan that is a  Revolving
                           Credit  Loan  shall  bear  interest  for  the  period
                           commencing  with the Drawdown Date thereof and ending
                           on the last day of the  Interest  Period with 
<PAGE>

                           respect thereto at the rate of three-quarters of one 
                           of one percent (3/4%) per annum below the Base Rate.

                                    (b)  Each  Eurodollar  Rate  Loan  that is a
                           Revolving  Credit  Loan shall bear  interest  for the
                           period  commencing with the Drawdown Date thereof and
                           ending on the last day of the  Interest  Period  with
                           respect  thereto at the rate of two percent  (2%) per
                           annum above the Eurodollar  Rate  determined for such
                           Interest Period.

                                    (c) The Borrower promises to pay interest on
                           each  Revolving   Credit  Loan  in  arrears  on  each
                           Interest Payment Date with respect thereto."

         ss.1.10.  Section  2.5 of the  Credit  Agreement  is hereby  amended by
deleting the text of clause (D) of the second  sentence  thereof in its entirety
and by substituting therefor the words "[Intentionally Omitted]".

         ss.1.11. Subsection 2.10.2(a) of the Credit Agreement is hereby amended
by deleting  such  subsection in its entirety and by  substituting  therefor the
following new subsection:

          "(a)  Prior to the  occurrence  of an Event of  Default  of which  the
     account  officers  of the  Agent  active  on the  Borrower's  account  have
     knowledge,  all funds transferred to the BKB Concentration  Account and for
     which the Borrower has received credits shall be applied to the Obligations
     as follows:

                         (i) first,  to pay amounts  then due and payable  under
                    this Agreement, the Notes and the other Loan Documents;

                         (ii) second, to reduce Revolving Credit Loans which are
                    Base Rate Loans;

                         (iii) third, to reduce Revolving Credit Loans which are
                    Eurodollar Rate Loans; and

                         (iv) fourth,  except as otherwise required by ss.4.2(b)
                    and (c), to the Operating Account."

         ss.1.12.  Section  3.2 of the  Credit  Agreement  is hereby  amended by
deleting such section in its entirety and by substituting therefor the following
new section:

                           "3.2. MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS.
                                 ----------------------------------------------
                  If at  any  time  the  sum of the  outstanding  amount  of the
                  Revolving  Credit Loans,  the Maximum  Drawing  Amount and all
                  Unpaid Reimbursement Obligations exceeds the lesser of (i) the
                  Total  Commitment  and  (ii)  the  
<PAGE>

                  Borrowing Base,  then  the Borrower shall  immediately pay the
                  amount  of such   excess   to the  Agent  for  the  respective
                  accounts of  the  Banks for application:  first, to any Unpaid
                  Reimbursement   Obligations;  second, to the  Revolving Credit
                  Loans;  and  third,  to  provide to the Agent cash  collateral
                  for  Reimbursement  Obligations  as  contemplated by ss.4.2(b)
                  and  (c).    Each    payment  of  any   Unpaid   Reimbursement
                  Obligations  or  prepayment of Revolving Credit Loans shall be
                  allocated  among   the   Banks,  in  proportion,  as nearly as
                  practicable,  to  each   Reimbursement  Obligation  or (as the
                  case may be)  the  respective  unpaid principal amount of each
                  Bank's Revolving  Credit  Note, with adjustments to the extent
                  practicable to equalize  any  prior payments or repayments not
                  exactly in proportion."

         ss.1.13.  Section  4.1.1 of the Credit  Agreement is hereby  amended by
deleting  the  proviso  at the  end of  such  section  in  its  entirety  and by
substituting therefor the following new proviso:

                  "provided, however, that, after giving effect to such request,
                   --------  -------
                  (a) the sum of the aggregate  Maximum  Drawing  Amount and all
                  Unpaid  Reimbursement  Obligations shall not exceed $1,000,000
                  at any one  time  and (b) the sum of (i) the  Maximum  Drawing
                  Amount, (ii) all Unpaid Reimbursement  Obligations,  and (iii)
                  the amount of all Revolving Credit Loans outstanding shall not
                  exceed the lesser of (A) the sum of the Total  Commitment  and
                  (B) the Borrowing Base."

         ss.1.14.  Section  6.2 of the  Credit  Agreement  is hereby  amended by
deleting the word "of" appearing after the word  "described" in the seventh line
thereof and by substituting therefor the word "in".

       ss.1.15. The Credit Agreement is hereby amended by inserting, immediately
after  Section 7.22  thereof,  the following new section:

                  "7.23 YEAR 2000  PROBLEM.  The Borrower  and its  Subsidiaries
                        ------------------
         have (i)  reviewed or caused  third  parties to review the areas within
         their businesses and operations which they reasonably  believe could be
         adversely  affected by failure to become  "Year 2000  Compliant"  (i.e.
         that computer applications,  imbedded microchips and other systems used
         by the Borrower or any of its  Subsidiaries,  will be able  properly to
         recognize  and  perform  properly  date-sensitive  functions  involving
         certain  dates prior to and any date after  December  31,  1999),  (ii)
         developed a detailed plan and  timetable to become Year 2000  Compliant
         in a timely manner, and (iii) committed adequate programming  resources
         to support  the Year 2000 plan of the  Borrower  and its  Subsidiaries.
         Based upon such  review,  the  Borrower  reasonably  believes  that the
         Borrower and its  Subsidiaries  will become "Year 2000  Compliant" in a
         timely  manner except to the extent that failure to do so will not have
         any materially adverse effect on the business or financial condition of
         the Borrower or any of its Subsidiaries."
<PAGE>

         ss.1.16. Subsection 8.4(f) of the Credit Agreement is hereby amended by
deleting  such  subsection  in its  entirety  and by  substituting  therefor the
following new subsection:

                                    "(f) within  three  Business  Days after the
                           fifteenth  and  last  day of each  month,  or at such
                           earlier time as the Agent may reasonably  request,  a
                           Borrowing  Base Report  setting  forth the  Borrowing
                           Base as of the 15th day and last day of such month or
                           other date so requested by the Agent,  provided  that
                           immediately  prior  to the  occurrence  of a sale  or
                           other  disposition  of assets  permitted  by ss.9.5.2
                           hereof, the Borrower shall deliver to the Banks (A) a
                           Borrowing  Base Report  setting  forth the  Borrowing
                           Base prior to such permitted sale or disposition, and
                           (B) a Borrowing Base Report  indicating the Borrowing
                           Base after giving effect to such sale or  disposition
                           (provided,  however,  that the Borrowing Base Reports
                           required  by the  foregoing  clauses (A) and (B) need
                           not be delivered to the Agent in connection  with the
                           sale or  disposition  of Base  Contracts to FCI, FCC,
                           FRC and FFC, II pursuant to paragraph (i) of ss.9.5.2
                           until such time as the Agent has given the Borrower a
                           notice to the effect that such Borrowing Base Reports
                           shall thereafter be delivered);"

         ss.1.17. Subsection 8.4(i) of the Credit Agreement is hereby amended by
deleting  such  subsection  in its  entirety  and by  substituting  therefor the
following new subsection:
                                    "(i) at least two days prior to any Sales of
                           Base Contracts by FCI or any of its  Subsidiaries  to
                           the Borrower,  the list of Base  Contracts  which the
                           Borrower  proposes to buy from FCI or such Subsidiary
                           pursuant  to  the  Operating   Agreement   (provided,
                           however,  that such lists of Base  Contracts need not
                           be  delivered  to the  Agent  until  such time as the
                           Agent has given the  Borrower  a notice to the effect
                           that  such  Base   Contracts   shall   thereafter  be
                           delivered); and"

         ss.1.18. Subsection 9.1(a) of the Credit Agreement is hereby amended by
deleting  such  subsection  in its  entirety  and by  substituting  therefor the
following new subsection:

                                    "(a) Indebtedness to the Banks and the Agent
                           arising  under any of the Loan  Documents  and to the
                           FCI  Banks and the FCI  Agent  arising  under the FCI
                           Guaranty;"

         ss.1.19. Subsection 9.2(g) of the Credit Agreement is hereby amended by
deleting  such  subsection  in its  entirety  and by  substituting  therefor the
following new subsection:

                         "(g)  liens in favor of the  Collateral  Agent  for the
                    benefit of the Banks and the Agent under the Loan  Documents
                    and in

<PAGE>

                    favor of the  Collateral  Agent for the  benefit  of the FCI
                    Banks and the FCI Agent under the Security Documents; and"

     ss.1.20.  Section  15.4.2 of the  Credit  Agreement  is hereby  amended  by
deleting the words "to be consent"  appearing in the seventh line thereof and by
substituting therefor the word "consented."

         ss.1.21.  Section  15.10 of the Credit  Agreement is hereby  amended by
inserting,  immediately  after the words "under this ss.15.10"  appearing in the
fourth  line  thereof,  the words "or upon  learning of a Default or an Event of
Default in its capacity as Agent".

         ss.1.22.  Section  19 of the  Credit  Agreement  is hereby  amended  by
deleting such section in its entirety and by substituting therefor the following
new section:

         "19.  ASSIGNMENT AND PARTICIPATION; ACCESSION.
               ----------------------------------------
 
                  19.1.  CONDITIONS TO ASSIGNMENT AND ACCESSION BY BANKS.
                         ------------------------------------------------

                           (a) Except as provided  herein,  each Bank may assign
                  to one or more  Eligible  Assignees  all or a  portion  of its
                  interests,  rights and obligations under this Credit Agreement
                  (including all or a portion of its  Commitment  Percentage and
                  Commitment and the same portion of the Loans at the time owing
                  to it, the Notes held by it and its participating  interest in
                  the risk relating to any Letters of Credit); provided that (i)
                                                               --------
                  the Agent shall have given its prior  written  consent to such
                  assignment,  (ii) each such assignment shall be of a constant,
                  and not a  varying,  percentage  of all the  assigning  Bank's
                  rights and obligations under this Credit Agreement, (iii) each
                  assignment  shall be in the amount of $10,000,000 or a greater
                  whole  multiple  of  $1,000,000,  and (iv) the parties to such
                  assignment  shall  execute  and  deliver  to  the  Agent,  for
                  recording  in  the  Register  (as  hereinafter   defined),  an
                  Assignment  and  Acceptance,  substantially  in  the  form  of
                  Exhibit F hereto (an  "Assignment and  Acceptance"),  together
                  ---------
                  with  any  Notes  subject  to  such   assignment.   Upon  such
                  execution,  delivery, acceptance and recording, from and after
                  the  effective   date   specified  in  each   Assignment   and
                  Acceptance,  which  effective  date shall be at least five (5)
                  Business  Days after the execution  thereof,  (x) the assignee
                  thereunder shall be a party hereto and, to the extent provided
                  in  such  Assignment  and  Acceptance,  have  the  rights  and
                  obligations  of a Bank  hereunder,  and (y) the assigning Bank
                  shall,  to the extent  provided  in such  assignment  and upon
                  payment to the Agent of the  registration  fee  referred to in
                  ss.19.3,  be released from its  obligations  under this Credit
                  Agreement.

                           (b) Except as  otherwise  provided  herein,  Eligible
                  Assignees (each such Eligible  Assignee,  an "Acceding  Bank")
                  may become party to this Credit  Agreement by entering into an
                  Instrument of Accession in substantially the form of Exhibit G
                                                                       ------- -
                  hereto (an  "Instrument of  Accession")  

<PAGE>

                    with the Borrower  and the Agent and  assuming  thereunder a
                    Commitment to make Revolving Credit Loans and participate in
                    the risk  relating to the Letters of Credit  pursuant to the
                    terms hereof,  and the Total  Commitment  shall thereupon be
                    increased by the amount of such Acceding Bank's  Commitment;
                    provided,  however,  that (a) the Agent shall have given its
                    prior written consent to such accession, and (b) in no event
                    shall the Total  Commitment  be  increased  under any one or
                    more of such  Instruments  of Accession so as to exceed,  in
                    the aggregate,  $80,000,000. On the effective date specified
                    in any  Instrument of Accession,  Schedule 1 hereto shall be
                                                      -------- -
                    amended  by the Agent  (each of the  Borrower  and the Banks
                    hereby  consenting  to such  amendment)  to reflect  (a) the
                    name, address,  Commitment and Commitment Percentage of such
                    Acceding Bank, (b) the Total Commitment as increased by such
                    Acceding Bank's Commitment, and (c) the changes to the other
                    Banks' respective Commitment  Percentages and any changes to
                    the other Banks'  respective  Commitments (in the event such
                    Bank  is  also  the  Acceding  Bank)   resulting  from  such
                    assumption and such increased Total Commitment.

                  19.2.  CERTAIN  REPRESENTATIONS  AND WARRANTIES;  LIMITATIONS;
                         ------------------------------------------------------
         COVENANTS.  By executing and delivering an Assignment and Acceptance or
         --------- 
         Instrument  of  Accession,  as the  case  may be,  the  parties  to the
         assignment thereunder (or such Instrument or Accession, as the case may
         be) confirm to and agree with each other and the other  parties  hereto
         as follows:

                           (a) other than the  representation  and warranty that
                  it is the legal and  beneficial  owner of the  interest  being
                  assigned (in the case of an Assignment and Acceptance) thereby
                  free and clear of any adverse claim,  the assigning Bank makes
                  no representation or warranty, express or implied, and assumes
                  no responsibility  with respect to any statements,  warranties
                  or  representations  made in or in connection with this Credit
                  Agreement    or    the    execution,    legality,    validity,
                  enforceability,  genuineness,  sufficiency  or  value  of this
                  Credit  Agreement,  the  other  Loan  Documents  or any  other
                  instrument  or  document  furnished  pursuant  hereto  or  the
                  attachment, perfection or priority of any security interest or
                  mortgage,

                           (b) the  assigning  Bank makes no  representation  or
                  warranty  and assumes no  responsibility  with  respect to the
                  financial  condition of the Borrower and its  Subsidiaries  or
                  any of  the  Guarantors  or  any  other  Person  primarily  or
                  secondarily  liable in respect of any of the  Obligations,  or
                  the   performance  or  observance  by  the  Borrower  and  its
                  Subsidiaries  or any of the  Guarantors  or any  other  Person
                  primarily  or  secondarily  liable  in  respect  of any of the
                  Obligations  of any of their  obligations  under  this  Credit
                  Agreement  or any of the  other  Loan  Documents  or any other
                  instrument or document furnished pursuant hereto or thereto;

                           (c) such  assignee or Acceding  Bank, as the case may
                  be,  confirms  that it has  received  a copy  of  this  Credit
                  Agreement,  together with copies


<PAGE>

                    of the  most  recent  financial  statements  referred  to in
                    ss.7.4 and ss.8.4 and such other  documents and  information
                    as it has deemed appropriate to make its own credit analysis
                    and decision to enter into such Assignment and Acceptance or
                    Instrument of Accession, as the case may be;

                           (d) such  assignee or Acceding  Bank, as the case may
                  be,  will,   independently   and  without  reliance  upon  the
                  assigning  Bank, the Agent or any other Bank and based on such
                  documents and information as it shall deem  appropriate at the
                  time,  continue to make its own credit  decisions in taking or
                  not taking action under this Credit Agreement;

                           (e) such assignee  or Acceding Bank, as the case may 
                  be,  represents  and warrants that it is an Eligible Assignee;

                           (f) such  assignee or Acceding  Bank, as the case may
                  be,  appoints and  authorizes the Agent to take such action as
                  agent on its behalf and to  exercise  such  powers  under this
                  Credit Agreement and the other Loan Documents as are delegated
                  to the Agent by the terms  hereof or  thereof,  together  with
                  such powers as are reasonably incidental thereto;

                           (g) such  assignee or Acceding  Bank, as the case may
                  be, agrees that it will perform in accordance with their terms
                  all of the  obligations  that  by the  terms  of  this  Credit
                  Agreement are required to be performed by it as a Bank;

                           (h) such  assignee or Acceding  Bank, as the case may
                  be,  represents and warrants that it is legally  authorized to
                  enter into such  Assignment  and  Acceptance  or Instrument of
                  Accession, as the case may be; and

                           (i) such  assignee or Acceding  Bank, as the case may
                  be,  acknowledges  that  it has  made  arrangements  with  the
                  assigning Bank  satisfactory  to such assignee with respect to
                  its pro rata  share of  Letter of Credit  Fees in  respect  of
                      --- ----
                  outstanding Letters of Credit.

                  19.3.  REGISTER.  The  Agent  shall  maintain  a copy  of each
                         --------
         Assignment and  Acceptance and Instrument of Accession  delivered to it
         and a register or similar list (the  "Register") for the recordation of
         the names and addresses of the Banks and the Commitment  Percentage of,
         and principal  amount of the Revolving Credit Loans owing to and Letter
         of Credit Participations purchased by, the Banks from time to time. The
         entries in the Register shall be conclusive, in the absence of manifest
         error, and the Borrower,  the Agent and the Banks may treat each Person
         whose name is recorded  in the  Register  as a Bank  hereunder  for all
         purposes of this Credit Agreement.  The Register shall be available for
         inspection  by the  Borrower and the Banks at any  reasonable  time and
         from  time to  time  upon  reasonable  prior  notice.  Upon  each  such
         recordation,   the  assigning  Bank  agrees  to  pay  to  the  Agent  a
         registration fee in the sum of $3,000.
<PAGE>

                  19.4.  NEW  NOTES.  Upon  its  receipt  of an  Assignment  and
                         ----------
         Acceptance  (together  with each Note  subject to such  assignment)  or
         Instrument  of Accession,  as the case may be,  executed by the parties
         thereto the Agent shall (i) record the information contained therein in
         the Register,  and (ii) give prompt notice  thereof to the Borrower and
         the Banks  (other than the  assigning  Bank).  Within five (5) Business
         Days after receipt of such notice,  the  Borrower,  at its own expense,
         shall  execute  and  deliver  to  the  Agent,   in  exchange  for  each
         surrendered  Note, a new Note to the order of such Eligible Assignee or
         Acceding  Bank,  as the case may be, in an amount  equal to the  amount
         assumed by such Eligible Assignee or Acceding Bank, as the case may be,
         pursuant to such  Assignment and Acceptance or Instrument of Accession,
         as the  case  may  be,  and,  in the  event  of an  assignment,  if the
         assigning Bank has retained some portion of its obligations  hereunder,
         a new Note to the order of the assigning Bank in an amount equal to the
         amount retained by it hereunder. Such new Notes shall provide that they
         are  replacements for the surrendered  Notes,  shall be in an aggregate
         principal  amount  equal  to  the  aggregate  principal  amount  of the
         surrendered  Notes,  shall  be  dated  the  effective  date  of such in
         Assignment and Acceptance and shall otherwise be substantially the form
         of the  assigned  Notes.  Within  five (5) days of  issuance of any new
         Notes  pursuant to this ss.20.4,  the Borrower shall deliver an opinion
         of counsel,  addressed to the Banks and the Agent,  relating to the due
         authorization,  execution  and  delivery  of  such  new  Notes  and the
         legality,  validity and binding effect  thereof,  in form and substance
         satisfactory to the Banks. The surrendered Notes shall be cancelled and
         returned to the Borrower.

                  19.5. PARTICIPATIONS. Each Bank may sell participations to one
                        --------------
         or more  banks or other  entities  in all or a portion  of such  Bank's
         rights and obligations  under this Credit  Agreement and the other Loan
         Documents;  provided that (i) any such sale or participation  shall not
                     --------
         affect  the  rights and duties of the  selling  Bank  hereunder  to the
         Borrower and (ii) the only rights granted to the  participant  pursuant
         to such participation arrangements with respect to waivers,  amendments
         or  modifications  of the Loan Documents shall be the rights to approve
         waivers, amendments or modifications that would reduce the principal of
         or the  interest  rate on any Loans,  extend the term or  increase  the
         amount  of  the   Commitment  of  such  Bank  as  it  relates  to  such
         participant,  reduce  the  amount of any  commitment  fees or Letter of
         Credit  Fees to which  such  participant  is  entitled  or  extend  any
         regularly scheduled payment date for principal or interest.

                  19.6.  DISCLOSURE.  The  Borrower  agrees  that in addition to
                         ----------
         disclosures  made in accordance  with  standard and  customary  banking
         practices  any Bank may  disclose  information  obtained  by such  Bank
         pursuant to this Credit  Agreement  to assignees  or  participants  and
         potential  assignees  or  participants  hereunder;  provided  that such
                                                             --------
         assignees or participants or potential  assignees or participants shall
         agree  (i)  to  treat  in  confidence  such  information   unless  such
         information  otherwise becomes public  knowledge,  (ii) not to disclose
         such  information to a third party,  except as required by law or legal
         process and (iii) not to make use of such  information  for purposes of
         transactions    unrelated   to   such   contemplated    assignment   or
         participation.
<PAGE>

                  19.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If
                        ----------------------------------------------------
         any assignee  Bank or Acceding  Bank is an  Affiliate of the  Borrower,
         then any such  assignee  Bank or  Acceding  Bank shall have no right to
         vote as a Bank  hereunder or under any of the other Loan  Documents for
         purposes of granting consents or waivers or for purposes of agreeing to
         amendments or other  modifications  to any of the Loan Documents or for
         purposes  of  making  requests  to the Agent  pursuant  to  ss.13.1  or
         ss.13.2,  and the  determination  of the  Majority  Banks shall for all
         purposes of this Credit  Agreement and the other Loan Documents be made
         without regard to such assignee  Bank's or Acceding  Bank's interest in
         any of the  Loans or  Reimbursement  Obligations.  If any Bank  sells a
         participating interest in any of the Loans or Reimbursement Obligations
         to a participant,  and such participant is the Borrower or an Affiliate
         of the Borrower,  then such  transferor  Bank shall promptly notify the
         Agent of the sale of such  participation.  A transferor Bank shall have
         no right to vote as a Bank  hereunder  or under any of the  other  Loan
         Documents for purposes of granting  consents or waivers or for purposes
         of agreeing to amendments or modifications to any of the Loan Documents
         or for purposes of making  requests to the Agent pursuant to ss.13.1 or
         ss.13.2 to the extent that such  participation is beneficially owned by
         the Borrower or any Affiliate of the Borrower, and the determination of
         the Majority Banks shall for all purposes of this Credit  Agreement and
         the other Loan Documents be made without regard to the interest of such
         transferor Bank in the Loans or Reimbursement Obligations to the extent
         of such participation.

                  19.8. MISCELLANEOUS ASSIGNMENT PROVISIONS.  Any assigning Bank
                        -----------------------------------
         shall  retain  its  rights to be  indemnified  pursuant  to ss.16  with
         respect  to any  claims or  actions  arising  prior to the date of such
         assignment.  If any assignee Bank or Acceding Bank is not  incorporated
         under the laws of the United States of America or any state thereof, it
         shall,  prior to the date on which  any  interest  or fees are  payable
         hereunder  or under any of the other Loan  Documents  for its  account,
         deliver to the Borrower and the Agent certification as to its exemption
         from  deduction or  withholding  of any United  States  federal  income
         taxes. If any Reference Bank transfers all of its interest,  rights and
         obligations   under  this  Credit   Agreement,   the  Agent  shall,  in
         consultation with the Borrower and with the consent of the Borrower and
         the Majority  Banks,  appoint  another Bank to act as a Reference  Bank
         hereunder.   Anything   contained   in  this  ss.19  to  the   contrary
         notwithstanding,  any Bank may at any time pledge all or any portion of
         its interest and rights under this Credit  Agreement  (including all or
         any portion of its Notes) to any of the twelve  Federal  Reserve  Banks
         organized under ss.4 of the Federal Reserve Act, 12 U.S.C.  ss.341.  No
         such pledge or the  enforcement  thereof shall release the pledgor Bank
         from  its  obligations  hereunder  or  under  any  of  the  other  Loan
         Documents.

                  19.9. ASSIGNMENT BY BORROWER. The Borrower shall not assign or
                        ----------------------
         transfer  any  of its  rights  or  obligations  under  any of the  Loan
         Documents without the prior written consent of each of the Banks."
<PAGE>

         ss.1.23.  Section  26 of the  Credit  agreement  is hereby  amended  by
inserting the words "(other than changes which are contemplated and permitted by
ss.19.1(b))"  immediately after the words "the amounts of the Commitments of the
Banks" in the fourteenth line of such section.

         ss.1.24.  The Credit  Agreement is hereby amended by deleting Exhibit C
                                                                       ------- -
thereto in its entirety and substituting therefore Exhibit C attached hereto.
                                                   ------- -

         ss.1.25. The Credit Agreement is hereby amended by attaching as Exhibit
                                                                         -------
G thereto Exhibit G attached hereto.
-         ------- -

         ss.1.26.  The Credit Agreement is hereby amended by deleting Schedule 1
                                                                      -------- -
thereto in its entirety and substituting therefore Schedule 1 attached hereto.
                                                   -------- -

         ss.2. CONFORMED COPY OF CREDIT AGREEMENT.  FAC, the Banks and the Agent
               ----------------------------------
hereby agree that upon the  effectiveness  of this Amendment in accordance  with
Section 5 below,  for purposes of reference only the Credit  Agreement  (without
Schedules and  Exhibits) as amended  prior to and on the date of this  Amendment
shall be deemed to have been restated in the form of the conformed  copy thereof
attached hereto as Annex A.
                   ----- -

         ss.3.  AMENDMENT  TO THE FAC  GUARANTY.  The  Banks,  the Agent and the
                -------------------------------
Guarantors  hereby  agree  that  upon the  effectiveness  of this  Amendment  in
accordance with Section 5 below, the FAC Guaranty shall be amended by inserting,
immediately following Section 16 thereof, the following new section:

                  "17.  COVENANTS OF THE  GUARANTORS.  In  consideration  of the
                        ----------------------------
         financial  accommodations  provided  by  the  Banks  under  the  Credit
         Agreement,  each Guarantor  hereby jointly and severally  covenants and
         agrees with the Banks and the Agent that so long as this Guaranty shall
         remain in effect it shall comply with each of the  covenants  set forth
         in Sections 8, 9 and 10 of the FCI Credit  Agreement as in effect as of
         February  ___,  1999,  in  each  case  without  giving  effect  to  any
         amendment, modification,  supplement, restatement or termination of the
         same occurring after such date. The provisions of each of such sections
         of the FCI Credit Agreement,  together with any definitions referred to
         therein or otherwise  applicable thereto,  are hereby incorporated into
         this Guaranty by reference as if set forth herein in full."

         ss.4.   RELEASE  OF  PLEDGE  OF  FRC   SUBORDINATED   NOTE.   Upon  the
                 --------------------------------------------------
effectiveness  of this  Amendment  in  accordance  with  Section  5  below,  the
Collateral  Agent's  security  interest  on  behalf  of the  Banks  in  the  FRC
Subordinated  Note shall be released and the  Collateral  Agent shall,  within a
reasonable time thereafter,  return the FRC Subordinated Note to FAC endorsed to
FAC without recourse.

         ss.5.  CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment
                ---------------------------
is subject to satisfaction of all of the following conditions:
<PAGE>

                  (a)               Assignment   and   Acceptance.   BKB,  First
                                    ----------   ---   ----------
                                    Massachusetts  and FAC shall  have  executed
                                    and delivered an Assignment  and  Acceptance
                                    substantially  in the form of  Exhibit  F to
                                                                   -------  -
                                    the    Credit    Agreement    (the    "First
                                    Massachusetts  Assignment  and  Acceptance")
                                    pursuant to which BKB shall  assign to First
                                    Massachusetts  a portion  of its  interests,
                                    rights  and  obligations  under  the  Credit
                                    Agreement   equal   to   $10,000,000.    All
                                    conditions to the effectiveness of the First
                                    Massachusetts   Assignment   and  Acceptance
                                    shall have been satisfied in all respects.

                  (b)               Replacement  Notes. FAC shall have executed
                                    -----------  -----
                                    and delivered to BKB and First Massachusetts
                                    replacement   promissory  notes  in    the  
                                    principal   amounts  of   $50,000,000,   and
                                    $10,000,000, respectively,  payable to  the 
                                    order  of   BKB  and  First Massachusetts,  
                                    respectively,   which  such  notes  shall be
                                    substantially  in  the form  of  Exhibit  B 
                                                                     -------  -
                                    to the  Credit  Agreement,  completed   with
                                    appropriate  insertions (the  "Replacement  
                                    Notes"). From and  after  the  effectiveness
                                    of this Amendment,  the parties  agree that 
                                    all references   to the  term  "Notes"  and 
                                    "Revolving  Credit  Notes"   in  the  Credit
                                    Agreement and the other Loan Documents shall
                                    refer to the Replacement  Notes.   Upon  the
                                    execution  and delivery of the Replacement  
                                    Notes   and  satisfaction   of   the   other
                                    conditions set forth in this  section,   BKB
                                    shall return the original of its former Note
                                    to FAC for cancellation.

                  (c)               Opinion    of    Counsel.     BKB,     First
                                    -------    --    -------
                                    Massachusetts,  the Agent and the Collateral
                                    Agent shall have received a favorable  legal
                                    opinion     addressed    to    BKB,    First
                                    Massachusetts,  the Agent and the Collateral
                                    Agent, in form and substance satisfactory to
                                    BKB, First Massachusetts,  the Agent and the
                                    Collateral Agent, from Kutak Rock, as to the
                                    enforceability of this Amendment,  the First
                                    Massachusetts Assignment and Acceptance, the
                                    Replacement  Notes, and the other documents,
                                    instruments   and  agreements   executed  in
                                    connection herewith.

                  (d)               Corporate   Action.   All  corporate  action
                                    ---------   ------
                                    necessary for the valid execution,  delivery
                                    and  performance  by  each  of FAC  and  the
                                    Guarantors  of  this  Amendment,  the  First
                                    Massachusetts Assignment and Acceptance, the
                                    Replacement  Notes and the other  documents,
                                    instruments   and  agreements   executed  in
                                    connection herewith shall have been duly and
                                    effectively  taken  and  otherwise  be  duly
<PAGE>

                                    authorized,    and   satisfactory   evidence
                                    thereof  shall  have  been  provided  to the
                                    Agent, BKB and First Massachusetts.

         ss.6.  GUARANTORS'  CONSENT.  The  Guarantors  hereby  consent  to  the
                ----------   -------
amendments to the Credit Agreement set forth in this Amendment and the execution
and delivery of the Replacement Notes by FAC to BKB and First Massachusetts, and
each  confirms its  obligation to the Agent and the Banks under the FAC Guaranty
as amended by this Amendment and agrees that the FAC Guaranty as amended by this
Amendment  shall  extend  to  and  include  the  obligations  of FAC  under  the
Replacement Notes and the Credit Agreement as amended by this Amendment. Each of
the  Guarantors  agrees that all of its  obligations  to the Agent and the Banks
evidenced  by or  otherwise  arising  under the FAC  Guaranty as amended by this
Amendment are in full force and effect and are hereby  ratified and confirmed in
all respects.

         ss.7.   REPRESENTATIONS AND  WARRANTIES. Each of FAC and the Guarantors
                 --------------- ---  ----------
hereby represents and warrants to the Banks, the Agent and the  Collateral Agent
as follows:

                  (a)    Representations  and Warranties in Credit  Agreement.  
                         ---------------  --- ---------- -- ------  ---------
                         The representations and warranties  of  FAC  and  the
                         Guarantors,  as the case may be,   contained  in  the
                         Loan Documents were true and correct in all  material
                         respects  when  made  and  continue  to  be  true and 
                         correct in all material  respects on the date hereof, 
                         with the same  effect as if made at or as of the date  
                         hereof   (except to the extent of  changes  resulting  
                         from transactions  contemplated   or permitted by the 
                         Credit  Agreement  and  the other Loan  Documents and 
                         changes occurring in the ordinary  course of business
                         that singly or in  the aggregate  are not  materially  
                         adverse, and to the extent that such  representations 
                         and warranties  expressly relate solely to an earlier 
                         date) and no Default or Event of Default has occurred 
                         or is continuing under the Credit Agreement.

                  (b)    Authority, No Conflicts, Etc. The execution, delivery
                         ---------  -- ---------  ---
                         and performance by each FAC and  the  Guarantors,  as  
                         the  case  may  be,  of this  Amendment,   the  First  
                         Massachusetts   Assignment  and   Acceptance  and the
                         Replacement Notes,   and  the  consummation  of   the 
                         transactions contemplated hereby and thereby, (i) are 
                         within the corporate power of each  respective  party
                         and  have  been  duly   authorized  by all  necessary
                         corporate  action  on  the  part  of  each respective 
                         party, (ii) do not  require  any  approval or consent
                         of,  or filing with,  any  governmental  authority or 
                         other third party, and  (iii)  do  not conflict with,
                         constitute a breach or  default  under or  result  in 
                         the imposition  of any lien or  encumbrance  pursuant  
                         to any  agreement, instrument  or other  document  to 
                         which any of such  entity is  a party or by which any 
                         such  party  or  any of  its  properties are bound or 
                         affected.
<PAGE>

                  (c)    Enforceability of Obligations.  This  Amendment,  the
                         ----------------------------- 
                         First  Massachusetts  Assignment and Acceptance,  the
                         Replacement  Notes,  the Credit Agreement  as amended 
                         hereby, the FAC Guaranty  as  amended  hereby and the 
                         other Loan   Documents  constitute  the legal,  valid 
                         and  binding   obligations   of  each  of FAC and the
                         Guarantors parties thereto, enforceable  against such
                         party in  accordance  with  their  respective  terms,
                         provided  that  (i)  enforcement  may  be  limited by 
                         --------
                         applicable  bankruptcy,  insolvency,  reorganization,
                         moratorium  or  similar  laws of general  application
                         affecting the  rights and remedies of creditors,  and
                         (ii)     enforcement  may  be  subject   to   general
                         principles  of  equity,   and the availability of the
                         remedies  of  specific  performance   and  injunctive
                         relief may be subject to the discretion  of the court
                         before which any proceedings for such remedies may be
                         brought.

         ss.8. OTHER AMENDMENTS. Except as expressly provided in this Amendment,
               ----- ----------
all of the terms and  conditions of the Credit  Agreement,  the FAC Guaranty and
the other Loan Documents remain in full force and effect. FAC and each Guarantor
confirm and agree that the  Obligations  of FAC to the Banks and the Agent under
the Credit Agreement,  as amended hereby,  the FAC Guaranty,  as amended hereby,
and the  Replacement  Notes,  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.

         ss.9. 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.

         ss.10.  HEADINGS. The captions in this  Amendment  are for  convenience
                 --------
of  reference  only and shall not define or limit the provisions hereof.

                  [Remainder of page intentionally left blank.]



<PAGE>


         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 ACCEPTANCE
                                     CORPORATION-NEVADA


                                     By:/s/Ralph E. Turner
                                        ---------------------------
                                     Name: Ralph E. Turner
                                          -------------------------
                                     Title: President
                                           ------------------------


                                     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
                                           -------------------------


                                     VACATION BREAK USA, INC.


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

                                     SEA GARDENS BEACH AND TENNIS
                                      RESORTS, INC.


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


                                    VACATION BREAK RESORTS, INC.


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


                                    VACATION BREAK RESORTS AT
                                      STAR ISLAND, INC.


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


                                    PALM VACATION GROUP, by its
                                     General Partners:


                                           VACATION BREAK RESORTS
                                            AT PALM AIRE, INC.


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

                                           PALM RESORT GROUP, INC.


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



        
                                    OCEAN RANCH VACATION GROUP,
                                     by its General Partners:

                                           VACATION BREAK AT OCEAN
                                            RANCH, INC.


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


                                           OCEAN RANCH
                                             DEVELOPMENT, INC.


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

                                           BANKBOSTON, N.A.,
                                             Individually, as Agent and as
                                             Collateral Agent


                                           By:/s/Lori Litow
                                              ----------------------------
                                           Name: Lori Litow
                                                --------------------------
                                           Title: Vice President
                                                  ------------------------

                                           FIRST MASSACHUSETTS BANK,
                                           NATIONAL ASSOCIATION


                                           By: /s/Richard Henderson
                                              ----------------------------  
                                           Name: Richard Henderson
                                                --------------------------
                                           Title: Senior Vice President
                                                 -------------------------


<PAGE>




                                   SCHEDULE 1
                                   ----------

                              Banks and Commitment
                              --------------------                   


         Name and Address            Commitment
         ----------------            ----------
           of Banks                  Percentage               Commitment
         ----------------            ----------               ----------

         BankBoston, N.A.
         100 Federal Street
         Boston, MA  02110            83-1/3%                 $50,000,000

         First Massachusetts Bank,
         National Association
         99 West Street               16-2/3%                 $10,000,000
         Pittsfield, MA  01201        -------                 -----------

         TOTAL                         100%                   $60,000,000