FIFTH 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 February 13, 1998, 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
and in effect on the date hereof,  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 rate of
interest on the  Revolving  Credit  Loans  during the balance of the VB Override
Period;

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

     ss.1. Amendment to Credit Agreement. FAC, BKB and the Agent hereby agree to
amend the Credit Agreement as follows:

     ss.1.1.  The definition of "VB Override Period" appearing in Section 1.1 of
the Credit  Agreement  is hereby  amended by  deleting  said  definition  in its
entirety and substituting therefor the following new definition:
                                      
<PAGE>
                                        

         "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
         one-fourth of one percent (1/4%),  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%)."

         ss.2.  CONSENT OF  GUARANTORS.  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.  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).

<PAGE>


                  (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  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.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.  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.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>



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