SEVENTH AMENDMENT TO AMENDED AND
                       RESTATED REVOLVING CREDIT AGREEMENT

                                      among

                           FAIRFIELD COMMUNITIES, INC.
                          FAIRFIELD MYRTLE BEACH, INC.

                                       and

                                BANKBOSTON, N.A.,
                            INDIVIDUALLY AND AS AGENT


         THIS  AMENDMENT  (this  "Amendment")  dated as of December 19, 1997, is
made by and among  FAIRFIELD  COMMUNITIES,  INC.,  a Delaware  corporation  (the
"Company",  "FCI" or  "Fairfield"),  FAIRFIELD  MYRTLE  BEACH,  INC., a Delaware
corporation  ("Myrtle  Beach" or "FMB"),  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"), all parties
to a  certain  Amended  and  Restated  Revolving  Credit  Agreement  dated as of
September  28,  1993 (as  amended  and in effect as of at the date  hereof,  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, BKB has agreed to establish for Borrowers additional borrowing
availability  in the amount of up to and  including  $100,000,000  during the VB
Override Period, upon the terms and subject to the conditions set forth herein;

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

     ss.1.  Amendments to Credit  Agreement.  FCI, FMB, BKB and the Agent hereby
            -------------------------------
agree to amend the Credit Agreement as follows:

         ss.1.1  The   definitions  of  "Borrowing   Base",   "Commitment"   and
"Commitment  Amount" appearing in Section 1.1 of the Credit Agreement are hereby
amended by
<PAGE>

deleting  said  definitions  in their  entirety  and  substituting  therefor the
following new definitions:

         "Borrowing Base. At any time of determination,  an amount determined by
         --------------
         the  Agent  by  reference  to the most  recent  Borrowing  Base  Report
         delivered to the Lenders and the Agent pursuant to ss.8.4(f),  which is
         equal to the  following:  the sum of (i) 65% of  Eligible  Receivables,
         plus (ii) 30% of Completed Inventory (borrowing availability under this
         ----
         subclause (ii) not to exceed the Maximum Inventory Amount),  plus (iii)
                                                                      ----
         during  the  VB  Override  Period,   an  amount  equal  to  80%  of  VB
         Receivables.  During the VB Override Period, the borrowing availability
         under  subclause  (iii) above shall be determined no later than 35 days
         prior  to the  date  of the  most  recent  Borrowing  Base  Certificate
         delivered to the Agent and the Lenders pursuant to ss.8.4(f),  and each
         Borrowing Base Report shall  indicate the actual date of  determination
         of 80% of VB Receivables."

          "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 Borrowers;  provided, that during the VB
                                                    --------
          Override   Period,   the   amount  of  FNBB's   Commitment   shall  be
          $125,000,000."

          "Commitment Amount. $25,000,000; provided, that during the VB Override
           ---------- ------               --------
          Period, the Commitment Amount shall be $125,000,000."

         "Subsidiary." Any corporation, association, trust, partnership or other
          ----------
         business  entity of which the  designated  parent shall at any time own
         directly or indirectly  through a Subsidiary or Subsidiaries at least a
         majority  (by  number  of  votes)  of  the  outstanding  Voting  Stock,
         including,  without limitation, the VB Partnerships with respect to the
         Company or Vacation Break, provided that for purposes of this Agreement
         the Arizona  Subsidiaries  shall not be considered  Subsidiaries of the
         Company or any other Borrower.

         ss.1.2 Section 1.1 of the Credit Agreement is hereby further amended by
 inserting the following definitions in alphabetical order therein:

          "Ocean Ranch Vacation  Group.  Ocean Ranch  Vacation  Group, a Florida
           ---------------------------
          general partnership, of which Vacation Break at Ocean Ranch, Inc. owns
          a 55% partnership  interest and Ocean Ranch  Development,  Inc. owns a
          45% partnership interest."

          "Palm  Vacation   Group.   Palm  Vacation  Group,  a  Florida  general
           ----------------------
          partnership, of which Vacation Break Resorts at Palm Aire, Inc. owns a
<PAGE>


          55%  partnership  interest  and Palm  Resort  Group,  Inc.  owns a 45%
          interest."

          "Vacation Break. Vacation Break USA, Inc., a Florida corporation and a
           --------------
          wholly-owned Subsidiary of FCI."

          "VB  Lenders.  The  lenders  listed and  described  on  Schedule  8.12
           -----------                                            --------------
          hereto."

          "VB  Originating  Subsidiaries.  Collectively,  Sea Gardens  Beach and
           -----------------------------
          Tennis  Resort,  Inc.,  Vacation Break  Resorts,  Inc.,  Palm Vacation
          Group,  Vacation  Break  Resorts at Star Island,  Inc. and Ocean Ranch
          Vacation Group."

          "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."

          "VB  Partnerships.  Collectively,  Palm Vacation Group and Ocean Ranch
           ----------------
          Vacation Group."

         "VB Projects.  Collectively (i) the vacation ownership resort owned and
          -----------
         operated  by Sea Gardens  Beach and Tennis  Resort,  Inc.  known as Sea
         Gardens Beach and Tennis Resort located at Pompano Beach, Florida; (ii)
         the vacation  ownership  resort  owned and  operated by Vacation  Break
         Resorts,  Inc.  known as Santa Barbara Resort and Yacht Club located at
         Pompano Beach,  Florida;  (iii) the vacation ownership resort owned and
         operated  by Palm  Vacation  Group known as The  Fairways of  Palm-Aire
         located at Pompano Beach,  Florida;  (iv) the VOIs acquired by Vacation
         Break Resorts at Star Island,  Inc. in units in the vacation  ownership
         resort  known as Vacation  Break at Star Island  located at  Kissimmee,
         Florida;  and (v) the vacation  ownership  resort owned and operated by
         Ocean Ranch  Vacation  Group known as the Royal Vista Resort located at
         Pompano Beach, Florida."

         "VB Receivables.  The principal  component of any amount owed to any of
          --------------
         the VB Originating  Subsidiaries  arising from any installment contract
         or contract for deed, or contracts or notes secured by a mortgage, deed
         of trust,  vendor's  lien or retention of title entered into by such VB
         Originating  Subsidiary with an  unaffiliated  purchaser of one or more
         VOIs or lots or plots of land which relate only to VB Projects."
<PAGE>

     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.1.4.  Section 8.12 of the Credit  Agreement is hereby  amended by adding
the following language at the end of the first sentence of said section:

         "and  to  refinance  the  Indebtedness  of  Vacation  Break  and the VB
         Originating Subsidiaries which is listed and described on Schedule 8.12
                                                                   -------------
         hereto;  provided,  however,  that in no event shall the  Borrowers use
                  --------   -------
         proceeds of the Revolving Credit Loans to refinance the Indebtedness of
         any of Vacation  Break and the VB Originating  Subsidiaries  unless and
         until  the  Agent  has  received  a payoff  letter  from each of the VB
         Lenders to Vacation Break and such VB Originating Subsidiary indicating
         the amount  required to fully pay off and satisfy the  Indebtedness  of
         Vacation  Break and such VB  Originating  Subsidiary  to such  Vacation
         Break Lender and an  acknowledgment  by such Vacation Break Lender that
         upon  receipt of such funds it will  forthwith  executed and deliver to
         the Company for  recording or filing all  documents and take such other
         actions as may be necessary to  discharge,  release and  terminate  all
         liens or  security  interests  granted by any of  Vacation  Break,  the
         Originating VB Subsidiaries, the Company and the Company's Subsidiaries
         in favor of such VB Lender to secure such  Indebtedness;  and  further,
                                                                        -------
         provided,  that in no event  shall the  Borrowers  use  proceeds of the
         --------
         Revolving  Credit Loans to refinance the  Indebtedness of either of the
         VB  Partnerships  unless and until (a) the Company,  either directly or
         indirectly through a Subsidiary of the Company, has acquired all of the
         partnership  interests in such VB Partnership  and each of the partners
         of such VB  Partnership  shall have executed and delivered to the Agent
         and the Lenders a Guaranty  of the  Obligations  in form and  substance
         satisfactory  to the  Agent;  (b)  the  Company  and/or  the  Company's
         Subsidiary,  as the case may be, shall have  executed and  delivered to
         the Agent a Collateral  Assignment of Partnership Interests and a Stock
         Pledge Agreement, each in form and substance satisfactory to the Agent,
         pledging  and  granting  to the Agent for the  benefit of the Lenders a
         first priority security interest in all of the partnership interests in
         such VB Partnership and all of the issued and outstanding capital stock
         of any subsidiary owing a partnership  interest in such VB Partnership;
         (c) such  Collateral  Assignment  of  Partnership  Interests  and Stock
         Pledge Agreement shall be effective to create in favor of the Agent for
         the  benefit  of the  Lenders  a legal,  valid  and  enforceable  first
         priority security  interest in and to all of the partnership  interests
         in such VB Partnership  and all of the issued and  outstanding  capital
         stock  of any  subsidiary  owning  a  partnership  interest  in such VB
         Partnership, and all filings, recordings, deliveries
<PAGE>

          of instruments and other actions necessary or desirable in the opinion
          of the Agent to maintain,  perfect, protect and preserve such security
          interests   shall  have  been  duly   effected   (including,   without
          limitation,  the delivery to the Agent of certificates  for all shares
          of capital  stock  pledged  pursuant  to such Stock  Pledge  Agreement
          together  with stock powers duly  executed in blank);  and (d) 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 and Greenspoon,  Marder,  Hirschfeld and
          Rafkin,  P.A., as to the  enforceability of the documents,  instrument
          and  agreements  referred  to in clauses  (a) and (b) of this  Section
          8.12."

          ss.1.5.  Section  9.1 of the  Credit  Agreement  is hereby  amended by
     adding the following clause (m) at the end of said section:

               "(m)  Indebtedness of Vacation Break and its Subsidiaries  listed
               and described in Schedule 9.1(m) hereto."
                                -------- -----

          ss.1.6.  Section  9.2 of the  Credit  Agreement  is hereby  amended by
     adding the following clause (xi) at the end of said section:

               "(xi) liens securing the Indebtedness permitted by Section 9.1(m)
               and listed on Schedule 9.1(m) hereto."
                             -------- ------

          ss.1.7.  The Credit  Agreement  is hereby  amended  by adding  thereto
     Schedules 8.12 and 9.1(m) attached hereto.
     --------- ----     -----

         ss.2. FAC Consent.  FAC hereby consents to the amendments 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 FCI and FMB 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.

          ss.3. Conditions to Effectiveness. The effectiveness of this Amendment
                ---------------------------
     is subject to satisfaction of all of the following conditions:

                  (a)      Vacation   Break   Merger.   The   merger  and  other
                           --------   -----   ------
                           transactions  contemplated  by  that  certain  Merger
                           Agreement  (the "Vacation  Break Merger  Agreement"),
                           dated  as of  August  8,  1997,  by  and  among  FCI,
                           Vacation  Break,  and  FCVB  Corporation  shall  have
                           occurred,  and Vacation Break shall be a wholly-owned
                           Subsidiary of FCI.
<PAGE>

                   (b) Loan  Documents.  FCI and FMB shall  have  executed  and
                       --------------
                    delivered  to BKB an amended and  restated  promissory  note
                    payable  to the  order of BKB (the  "Amended  Note")  in the
                    principal amount of $125,000,000,  substantially in the form
                    of  Exhibit  B  to  the  Credit  Agreement,  completed  with
                        ----------
                    appropriate insertions.  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 Document shall mean the Amended
                    Note.  FCI shall have  executed and delivered to the Agent a
                    Stock Pledge Agreement in form and substance satisfactory to
                    the Agent,  granting a first priority  security  interest to
                    the  Agent  in and to all  of  the  issued  and  outstanding
                    capital stock of Vacation  Break.  Vacation Break shall have
                    executed  and  delivered  to the  Agent  a  guaranty  of the
                    obligations  of FCI and FMB under the Credit  Agreement  and
                    the other Loan Documents, in form and substance satisfactory
                    to  the  Agent.  Vacation  Break  shall  have  executed  and
                    delivered to the Agent a Stock Pledge Agreement, in form and
                    substance  satisfactory  to  the  Agent,  granting  a  first
                    priority security interest to the Agent in and to all of the
                    issued and  outstanding  capital  stock of Sea Gardens Beach
                    and Tennis  Resort,  Inc.,  Vacation  Break  Resorts,  Inc.,
                    Vacation  Break Resorts at Palm Aire,  Inc.,  Vacation Break
                    Resorts at Star Island,  Inc.  and  Vacation  Break at Ocean
                    Ranch,  Inc.  From  and  after  the  effectiveness  of  this
                    Amendment, the parties agree that all references to the term
                    "Security  Documents" in the Credit  Agreement and the other
                    Loan Documents  shall include the  Guaranties,  Stock Pledge
                    Agreements   and   Collateral   Assignments  of  Partnership
                    Interests executed and delivered pursuant to this Amendment,
                    and that all references to the term "Loan  Documents" in the
                    Credit  Agreement and other Loan Documents shall include the
                    Amended  Note,  Guaranties,   Stock  Pledge  Agreements  and
                    Collateral Assignments of Partnership Interests executed and
                    delivered pursuant to this Amendment.

                (c) Validity of Liens. The Stock Pledge Agreements  executed
                    -----------------
                    and delivered  pursuant to this Amendment shall be effective
                    to  create  in favor of the  Agent  for the  benefit  of the
                    Lenders  a  legal,  valid  and  enforceable  first  priority
                    security   interest   in  and  to  all  of  the  issued  and
                    outstanding  capital stock of each of Vacation Break and the
                    VB  Originating  Subsidiaries.   All  filings,   recordings,
                    deliveries of  instruments  and other  actions  necessary or
                    desirable in the opinion of the Agent to maintain,  perfect,
                    protect and preserve such security interests shall have been
                    duly effected and each of FCI and Vacation  Break,  pursuant
                    to such Stock Pledge Agreements,  shall
<PAGE>

                    have delivered share  certificates for all shares of capital
                    stock of Vacation Break and the  Originating VB Subsidiaries
                    together with stock powers duly executed in blank. The Agent
                    shall have  received  evidence of the  foregoing in form and
                    substance satisfactory to the Agent.

                 d)  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
                    and Greenspoon, Marder, Hirschfeld and Rafkin, P.A., counsel
                    to  FCI,   FMB,   FAC  and   Vacation   Break,   as  to  the
                    enforceability   of  this   Amendment  and  the   documents,
                    instruments and agreements executed in connection herewith.

                e)  Corporate Action. All corporate action necessary for the
                    ----------------
                    valid  execution,  delivery and  performance  by each of the
                    FCI, FMB, FAC and Vacation  Break of this  Amendment and the
                    documents, instruments and agreements executed in connection
                    herewith  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.


               (f)  FAC  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
                    Fourth  Amendment to Third  Amended and  Restated  Revolving
                    Credit  Agreement among FAC, BKB and the Agent dated of even
                    date herewith.

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

               (a)  Representations  and  Warranties  in Credit  Agreement.
                    ---------------  ---- ----------  -- ------  ---------
                    Except  as   disclosed   in  the   Vacation   Break   Merger
                    Agreement and in the Officer's Certificate of Vacation Break
                    delivered  to BKB and the  Agent  on the  date  hereof,  the
                    representations and warranties of FCI, FMB and FAC 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
<PAGE>

                    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 FCI, FMB, FAC and Vacation  Break 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 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
                    --------------  --  -----------
                    documents,    instruments   and   agreements   executed   in

                    connection herewith, the Credit Agreement as amended hereby,
                    and the Fairfield Guaranty constitute,  the legal, valid and
                    binding  obligations of each of FCI, FMB, Vacation Break and
                    FAC, 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.  RELEASE OF  COLLATERAL.  Following  the  expiration  of the Override
            ------- --  ----------
Period the Agent shall,  upon the request of the Borrowers,  execute and deliver
to the  Borrowers  for  recording  or filing all  documents  and take such other
actions as may be necessary to  discharge,  release and  terminate  the security
interests  granted to the Agent  pursuant  to the Stock  Pledge  Agreements  and
Collateral  Assignments of Partnership Interests executed and delivered pursuant
to this Amendment,  provided that (a) the sum of the  outstanding  amount of the
Revolving Credit Loans, the Maximum Drawing Amount and all Unpaid  Reimbursement
Obligations does not exceed the lesser of (i) $25,000,000 and (ii) the Borrowing
Base, and (b) no Default of Event of Default has occurred and is continuing.

        ss.6. OTHER AMENDMENTS.  Except as expressly provided in this Amendment,
              ----- ----------
all of the terms and  conditions  of the  Credit  Agreement  and the other  Loan
Documents

<PAGE>

remain in full force and effect. Each of FCI, FMB and FAC confirm and agree that
the  Obligations  of FCI and FMB to the  Lenders  and the Agent under the Credit
Agreement,  as  amended  hereby,  and the  Amended  Note,  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.7.  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.8.  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 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
                               ----------------------------

                          BANKBOSTON, N.A.,
                            Individually and as Agent


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