FOURTH AMENDMENT TO THIRD AMENDED AND
                       RESTATED REVOLVING CREDIT AGREEMENT

                                     BETWEEN

                        FAIRFIELD ACCEPTANCE CORPORATION

                                       AND

                                BANKBOSTON, N.A.,
                            INDIVIDUALLY AND AS AGENT


     THIS AMENDMENT (this "Amendment") dated as of December 19, 1997, is made by
and  among  FAIRFIELD  ACCEPTANCE  CORPORATION,   a  Delaware  corporation  (the
"Borrower" or "FAC"),  BANKBOSTON,  N.A.  (formerly  The First  National Bank of
Boston), a national banking association ("BKB"), and BANKBOSTON,  N.A., as agent
for itself and the Lenders (the "Agent"), parties to a certain Third Amended and
Restated  Revolving Credit Agreement dated as of September 28,  1993, as amended
by a Consent,  Waiver and Agreement,  dated as of September 23, 1994, as further
amended by a First  Amendment  to Third  Amended and Restated  Revolving  Credit
Agreement dated as of December 9, 1994, as further amended by a Second Amendment
to Third Amended and Restated  Revolving  Credit  Agreement dated as of December
19,  1994,  and as further  amended by a Third  Amendment  to Third  Amended and
Restated  Revolving  Credit  Agreement  dated  as of  December  12,  1996 (as so
amended,  the "Credit  Agreement").  This  Amendment  is joined in by  Fairfield
Communities,  Inc., a Delaware  corporation  ("FCI") and Fairfield Myrtle Beach,
Inc.  ("FMB",  "FCI" and "FMB" are hereinafter  collectively  referred to as the
"Guarantors")   by  reason  of  the   Unconditional   Guaranty  of  Payment  and
Performance, dated as of September 28, 1993, from the Guarantors in favor of the
Agent (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,  BKB, FAC and the Agent have agreed to reduce the  Commitment  and
increase  the rate of  interest  on the  Revolving  Credit  Loans  during the VB
Override Period;

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

<PAGE>


     ss.1. AMENDMENT TO CREDIT AGREEMENT. FAC, BKB and the Agent hereby agree to
           -----------------------------
amend the Credit Agreement as follows:

    ss.1.1.  The definitions of "Commitment" and "Commitment  Amount" appearing
in Section 1.1 of the Credit  Agreement  are hereby  amended by  deleting  said
definitions in their  entirety  and  substituting  therefor the  following  new
definitions:

               "Commitment. With respect to each Lender, the amount set forth on
                ----------
               Schedule 1 hereto as the amount of such  Lender's  commitment  to
               ----------
               make  Revolving  Credit  Loans to the  Borrower;  provided,  that
               during the VB  Override  Period  the amount of FNBB's  Commitment
               shall be $15,000,000."

               "Commitment  Amount.  $35,000,000;  provided,  that during the VB
                ----------  ------
               Override Period the Commitment Amount shall be $15,000,000."

    ss.1.2. Section 1.1 of the Credit Agreement is further amended by inserting
the following  definition  immediately  following  the  definition  of  "Unpaid
Reimbursement Obligation" appearing in said section:

              "VB Override Period.  The period  commencing on December 19, 1997
               ------------------
              and ending on the  earlier  of: (i) March 18,  1998,  or (ii) the
              closing  of  the   transaction   contemplated  by  the  Fairfield
              Communities,  Inc. VOI  Contract-Backed  Commercial Paper Program
              Indicative Proposal, dated October 16, 1997, issued by BancBoston
              Securities, Inc."

     ss.1.3. Section 2.5 of the Credit Agreement is hereby amended by inserting
the following language at the end of the first sentence of said section:

              "provided,  however,  that  during the VB  Override  Period,  the
              outstanding  principal amount of the Revolving Credit Loans shall
              bear  interest  at the rate per annum equal to the Base Rate plus
              one and three-fourths percent (1 3/4%)."

    ss.2. GUARANTORS CONSENT. The Guarantors hereby consent to the amendment to
          ------------------
the Credit Agreement set forth in this Amendment, and confirm their obligations
to the Agent and the Lenders under the FAC Guaranty and the FAC Guaranty  shall
extend to and include the obligations of the Borrower under the Credit Agreement
as amended by this  Amendment. Each of the  Guarantors  agrees  that all of its
obligations to the Agent and the Lenders evidenced by or otherwise arising under
the FAC  Guaranty  are in full force and effect  and are  hereby  ratified  and
confirmed in all respects.

     ss.3. CONDITIONS TO EFFECTIVENESS.  The effectiveness of this Amendment is
           ---------- -- -------------
subject to satisfaction of all of the following conditions:

<PAGE>

             (a)   Opinion of Counsel.  BKB and the Agent shall have received a
                   ------- -- -------
                   favorable  legal opinion  addressed to BKB and the Agent, in
                   form and substance  satisfactory to BKB and the Agent,  from
                   the Rose Law Firm,  legal counsel to FAC, FCI and FMB, as to
                   the enforceability of this Amendment.

             (b)   Corporate  Action.  All corporate  action  necessary for the
                   ---------  ------
                   valid  execution,  delivery and  performance by each of FAC,
                   FCI and FMB of this  Amendment  shall  have  been  duly  and
                   effectively  taken and  otherwise  be duly  authorized,  and
                   satisfactory  evidence  thereof  shall have been provided to
                   the Agent and BKB.

             (c)   FCI  Amendment.  BKB  and  the  Agent  shall  have  received
                   ---  ---------
                   evidence  satisfactory  to  it  of  the  occurrence  of  all
                   conditions  precedent to the  effectiveness  of that certain
                   Seventh  Amendment to Amended and Restated  Revolving Credit
                   Agreement  among FCI,  FMB,  FAC, BKB and the Agent dated of
                   even date herewith.

    ss.4.  REPRESENTATIONS  AND  WARRANTIES.  Each of FAC,  FCI and FMB  hereby
           --------------------------------
represents and warrants to BKB and the Agent as follows:

             (a)   Representations  and  Warranties  in Credit  Agreement.  The
                   ---------------  ---  ----------  -- ------  ---------
                   representations and warranties of FAC, FCI and FMB 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 and 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  relate  expressly  to  an
                   earlier date).

             (b)   Authority, No Conflicts,  Etc.  The execution,  delivery and
                   ---------  -- ---------   ---
                   performance  by each of FAC,  FCI and FMB of this  Amendment
                   and  the  consummation  of  the  transactions   contemplated
                   hereby,  (i) are within the corporate  power of each of such
                   parties  and have  been  duly  authorized  by all  necessary
                   corporate  action on the part of each of such parties,  (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
<PAGE>

                   entity  is a party or by  which  any of them or any of their
                   properties are bound or affected.

             (c)   Enforceability of Obligations.  This  Amendment,  the Credit
                   -------------- -- -----------
                   Agreement as amended hereby, and the FAC Guaranty constitute
                   the legal, valid and binding obligations of each of FAC, FCI
                   and FMB, as the case may be, 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.5. 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. FAC confirms and agrees that the Obligations of
FAC to the Lenders and the Agent under the Credit Agreement,  as amended hereby,
and all of the other obligations  of FAC under the other  Loan  Documents,  are
secured by and entitled to the benefits of the Security Documents.

     ss.6.  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.7.  HEADINGS.  The captions in this  Amendment  are for  convenience  of
            --------
reference only and shall not define or limit the provisions hereof.
<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


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

                                      FAIRFIELD COMMUNITIES, INC.


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

                                     FAIRFIELD MYRTLE BEACH, INC.


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

                                     BANKBOSTON, N.A.,
                                      Individually and as Agent


                                   By: /s/Paul F. DeVito
                                      -----------------------------------
                                   Name: Paul F. DeVito
                                        ---------------------------------
                                   Title: Managing Director
                                         --------------------------------