-1-


                  FOURTH 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
  November 20, 1995, 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, and as further amended
  by a Third  Amendment to Amended and Restated  Revolving Credit
  Agreement dated as  of December 19,  1994 (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 sixteen  percent
            (16%);  provided, however, that with respect  to each period of
            four (4) consecutive  fiscal quarters ending  on September  30,
            1995 and December 31,  1995, the Borrowers will not  permit the
            ratio  of Consolidated  Earnings before  Interest and  Taxes to
            Consolidated Total  Revenue  for such  period to  be less  than
            fourteen percent (14%)."
   

     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/ Marcel J. Dumeny
                                             ------------------------
                                          Name:   Marcel J. Dumeny
                                               ----------------------        
                                          Title: Senior Vice President
                                                ----------------------

                                          FAIRFIELD MYRTLE BEACH, INC.


                                          By: /s/ Marcel J. Dumeny
                                             ------------------------
                                          Name:   Marcel J. Dumeny
                                               ---------------------- 
                                          Title: Vice President
                                                ---------------------

                                          FAIRFIELD ACCEPTANCE CORPORATION


                                          By: /s/ Marcel J. Dumeny
                                             ------------------------
                                          Name:   Marcel J. Dumeny
                                               ----------------------
                                          Title: Vice President
                                                ---------------------


                                          THE FIRST NATIONAL BANK
                                            OF BOSTON, Individually 
                                            and as Agent


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