EIGHTH 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 February 13, 1998, 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 on 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"),
and by Vacation  Break USA,  Inc.,  a Florida  corporation  ("Vacation  Break"),
Vacation  Break  Resorts at Palm Aire,  Inc., a Florida  corporation  ("VBRPA"),
Vacation Break Resorts at Ocean Ranch,  Inc., a Florida  corporation  ("VBROR"),
Palm  Resort  Group,  Inc.,  a Florida  corporation  ("PRG"),  and  Ocean  Ranch
Development,  Inc., a Florida  corporation  ("ORD",  and together  with Vacation
Break,  VBRPA,  VBROR,  PRG  and  ORD,  the  "Guarantors"),  by  reason  of  the
Guaranties,  dated as of December 19, 1997, from each of the Guarantors in favor
of the Agent (the "VB Guaranties", and together with the Fairfield Guaranty, the
"Guaranties"). 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 reduce that rate of interest during the balance
of 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:

<PAGE>
                                           -2-

     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 definition of "VB Override Period" is hereby amended by deleting
said  definition  in its entirety and  substituting  therefor the  following new
definition:

          "VB Override  Period.  The period  commencing on December 19, 1997 and
           -------------------
          ending on the  earlier  of: (i) March 18,  1998,  or (ii) the  initial
          funding of the loans  contemplated  by that certain Credit  Agreement,
          dated as of January 15, 1998, among Fairfield Receivables Corporation,
          as  borrower,  FAC, as  servicer,  EagleFunding  Capital  Corporation,
          BancBoston  Securities,  Inc.,  and  BankBoston,  N.A.,  as collateral
          agent."

     ss.1.2.  Section 2.5 of the Credit  Agreement is hereby amended by deleting
said  section in its  entirety  and  substituting  therefor  the  following  new
section:

          "2.5.  Interest on Revolving  Credit  Loans.  Except as otherwise  set
                 ------------------------------------
          forth in ss.5.5 hereof, each Revolving Credit Loan shall bear interest
          for the period  commencing with the Drawdown Date thereof until repaid
          in full at the rate per  annum  equal to the sum of the Base Rate plus
          seven-eighths of one percent (7/8%),  provided,  however,  that during
                                                --------   -------
          the period  commencing on December 19, 1997 and ending on February 13,
          1998, 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%),  and further,  provided,  that
                                                       -------   --------
          during the period  commencing on February 14, 1998 and ending upon the
          expiration of 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-fourth of one percent (1/4%).

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

     ss.3.  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 previously disclosed to the Agent in writing prior to the
                    date hereof, the representations and warranties of FCI, FMB,
                    FAC
<PAGE>
                                                -3-

                    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 FCI, FMB, FAC and the Guarantors
                    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
                    -------------------------------
                    Credit  Agreement  as  amended  hereby,  and the  Guaranties
                    constitute, the legal, valid and binding obligations of each
                    of FCI,  FMB,  FAC and the  Guarantors,  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.4. 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 FCI,  FMB,  FAC and the  Guarantors
confirm  and agree that the  Obligations  of FCI and FMB to the  Lenders and the
Agent under the Credit  Agreement,  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.

<PAGE>

                                         -4-

     ss.5.  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.6.  HEADINGS. The captions in this  Amendment  are for  convenience  of
            --------
reference only and shall not define or limit the provisions hereof.

<PAGE>

                                        -5-

     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: Sr. 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
                                           --------------------------------

                                       VACATION BREAK USA, INC.

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

                                      VACATION BREAK RESORTS AT
                                        PALM AIRE, INC.


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

                                   -6-


                                      VACATION BREAK RESORTS AT
                                        OCEAN RANCH, 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
                                          ---------------------------------

                                       OCEAN RANCH DEVELOPMENT, 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
                                           ---------------------------------