<PAGE>

                                                                    EXHIBIT 10.5

                        HUGHES ELECTRONICS CORPORATION

                         AMENDMENT AGREEMENT REGARDING
               REVOLVING CREDIT AGREEMENT (MULTI-YEAR FACILITY)

          This AMENDMENT AGREEMENT REGARDING REVOLVING CREDIT AGREEMENT (MULTI-
YEAR FACILITY) (this "Amendment") is dated as of November 24, 1999 and entered
into by  and among HUGHES ELECTRONICS CORPORATION (formerly known as HUGHES
NETWORK SYSTEMS, INC.), a Delaware corporation (the "Borrower"), the financial
institutions listed on the signature pages hereof (the "Banks"), BANK OF
AMERICA, N.A., as the administrative agent for the Banks (in such capacity the
"Administrative Agent"), MORGAN GUARANTY TRUST COMPANY OF NEW YORK as
syndication agent (the "Syndication Agent") and CITICORP USA, INC. and THE CHASE
MANHATTAN BANK as documentation agents (in such capacity the "Documentation
Agents") and is made with reference to that certain Credit Agreement (Multi-Year
Facility) dated as of December 5, 1997, by and among the Borrower, the lending
institutions identified therein, the Administrative Agent, the Syndication Agent
and the Documentation Agents (the "Original Agreement"); and as amended by that
certain First Amendment to Revolving Credit Agreement (Multi-Year Facility)
dated as of December 15, 1998 by and among the Borrower, the lending
institutions identified therein, the Administrative Agent, the Syndication Agent
and the Documentation Agents (the "First Amendment"; the Original Agreement, as
amended by the First Amendment, the "Existing Agreement").  Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Existing Agreement.

                                    RECITAL

          WHEREAS, Borrower and Banks desire, subject to the terms and
conditions hereinafter set forth, to amend and restate the Existing Agreement
(together with all schedules and exhibits thereto) in its entirety in the form
of the Amended and Restated Credit Agreement:

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

  1.      AMENDMENT AND RESTATEMENT OF EXISTING AGREEMENT

          1.1  Amendment and Restatement of Existing Agreement.  On the Amended
               -----------------------------------------------
and Restated Credit Agreement Effective Date (as defined below), the Existing
Agreement (including all schedules and exhibits thereto) shall be and is hereby
amended and restated to read in its entirety as set forth in Annex A hereto (as
                                                             -------
set forth in such Annex A, the "Amended and Restated Credit Agreement"), and as
                  -------
so amended and restated is hereby ratified, approved and confirmed in each and
every respect.  The rights and obligations of the parties to the Existing
Agreement with respect to the period prior to the Amendment Effective Date shall
not be affected by such amendment and restatement.

                                      -1-
<PAGE>

  2.      CONDITIONS TO EFFECTIVENESS

          The amendments and modifications referred to in Section 1 of this
Amendment Agreement shall become effective only upon the satisfaction on or
prior to December 10, 1999 of all of the following conditions precedent and the
conditions set forth in Section 5D hereof (the date of satisfaction of such
conditions being referred to herein as the "Amended and Restated Credit
Agreement Effective Date")

          (A)  On or before the Amended and Restated Credit Agreement Effective
Date, Borrower shall deliver to the Banks (or to the Administrative Agent for
the Banks with sufficient originally executed copies, where appropriate, for
each Bank and its counsel) the following, each, unless otherwise noted, dated
the Amended and Restated Credit Agreement Effective Date:

          (1)  A favorable written opinion, dated the Amended and Restated
Credit Agreement Effective Date, of the General Counsel or Assistant General
Counsel of Borrower in the form set out in Exhibit 1 hereto;

          (2)  Certificate of the Secretary or an Assistant Secretary of
Borrower dated the Amended and Restated Credit Agreement Effective Date as to
(i) the resolution of the Board of Directors of Borrower or its Executive
Committee in connection with this Agreement, and (ii) the incumbency and
signatures of the person authorized to execute and deliver this Agreement and
any other instrument, document or other agreement required hereunder on the
Amended and Restated Credit Agreement Effective Date; and

          (3)  A certificate, signed by the treasurer or an assistant treasurer
of Borrower dated the Amended and Restated Credit Agreement Effective Date
certifying: (i) that since June 30, 1999, there has been no change in the
financial condition, business, operations or properties of Borrower and its
Subsidiaries taken as a whole which constitutes a Material Change; and (ii) that
no event has occurred and is continuing which constitutes or would constitute an
Event of Default or an Unmatured Event of Default.

          (4)  Copies of this Amendment executed by Borrower and Banks
constituting the Majority Banks.

          (B)  All fees and other amounts then due to the Administrative Agent,
Syndication Agent, Documentation Agent, Arranger and any Bank through the
Amended and Restated Credit Agreement Effective Date (including Banks having no
Commitment on and after the Amended and Restated Credit Agreement Effective
Date) by Borrower shall have been received by such person.

          (C)  On or before the Amended and Restated Credit Agreement Effective
Date, all corporate and other proceedings taken or to be taken in connection
with the transactions contemplated hereby and all documents incidental thereto
shall be satisfactory in form and substance to the Administrative Agent and such
counsel, and the Administrative Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as the
Administrative Agent may reasonably request.

                                      -2-
<PAGE>

  3.      BORROWER'S REPRESENTATIONS AND WARRANTIES

          In order to induce Banks to enter into this Amendment and to amend the
Existing Agreement in the manner provided herein, Borrower represents and
warrants to each Bank that the following statements are true, correct and
complete:

          (A)  Corporate Power and Authority.  Borrower has all requisite
               -----------------------------
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Existing
Agreement as amended by this Amendment (the "Amended Agreement").

          (B)  Authorization of Agreements.  The execution and delivery of this
               ---------------------------
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Borrower.

          (C)  No Contravention.  There is no charter, by-law, or capital stock
               ----------------
provision of Borrower and no provision of any indenture or material agreement,
written or oral, to which Borrower is a party or under which Borrower is
obligated, nor is there any statute, rule or regulation, or any judgment, decree
or order of any court or agency binding on Borrower which would be contravened
by the execution, delivery and performance of any provision, condition, covenant
or other term of this Amendment or the Amended Agreement.

          (D)  Binding Obligation.  This Amendment and the Amended Agreement
               ------------------
are the legal, valid and binding obligation of Borrower, enforceable against it
in accordance with their terms, and any instrument or agreement required
hereunder or by the Amended Agreement, when executed and delivered, will be
similarly valid, binding and enforceable.

          (E)  Incorporation of Representations and Warranties From Credit
               -----------------------------------------------------------
Agreement. The representations and warranties contained in Section 6 (excluding
----------
Section 6.6) of the Credit Agreement are and will be true, correct and complete
in all material respects on and as of the Amended and Restated Credit Agreement
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.

          (F)  Absence of Default.  No event has occurred and is continuing or
               ------------------
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Unmatured Event of
Default.

     4.   MISCELLANEOUS

          (A)  Reference to and Effect on the Credit Agreement and the Other
               -------------------------------------------------------------
Loan Documents.
---------------

          (i)  On and after the Amended and Restated Credit Agreement Effective
Date, each reference in the Existing Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Existing Agreement,
and each reference in the other documents entered pursuant to the Existing
Agreement to the "Credit Agreement", "thereunder",

                                      -3-
<PAGE>

"thereof" or words of like import referring to the Existing Agreement shall mean
and be a reference to the Amended Agreement.

          (ii)      Except as specifically amended by this Amendment, the
Existing Agreement and the other documents entered pursuant to the Existing
Agreement shall remain in full force and effect and are hereby ratified and
confirmed.

          (iii)     The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of the
Administrative Agent or any Bank under, the Credit Agreement or any of the other
Loan Documents.

          (B)  Headings.  Section and subsection headings in this Amendment are
               --------
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

          (C)  California Law.  The interpretation, enforcement and effect of
               --------------
this Agreement, the Loans and any agreements, contracts, indentures, documents
or instruments delivered in accordance herewith, shall be governed and
controlled in all respects by and construed according to the substantive laws of
the State of California, to the jurisdiction of whose courts the parties hereto
hereby agree to submit.

          (D)  Counterparts; Effectiveness.  This Amendment may be executed in
               ---------------------------
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Amendment shall become
effective upon the execution of a counterpart hereof by Borrower and the
Majority Banks and receipt by Borrower and the Administrative Agent of written
or telephonic notification of such execution and authorization of delivery
thereof.


                  [Remainder of page intentionally left blank]

                                      -4-
<PAGE>

     IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
in Los Angeles, California as of the date first hereinabove written.


                                                  HUGHES ELECTRONICS
                                                  CORPORATION (formerly known as
                                                  HUGHES NETWORK SYSTEMS, INC.)


                                                  By:___________________________
                                                  Name:
                                                  Title:


                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-1

<PAGE>

                                   BANK OF AMERICA, N.A., as
                                   Administrative Agent



                                   By:
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-2
<PAGE>

                                   MORGAN GUARANTY TRUST
                                   COMPANY OF NEW YORK, as
                                   Syndication Agent and a Bank


                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-3
<PAGE>

                                   THE CHASE MANHATTAN BANK, as
                                   Documentation Agent, and a Bank



                                   By:__________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-4
<PAGE>

                                   CITICORP USA, INC., as Documentation
                                   Agent and a Bank



                                   By:__________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-5
<PAGE>

                                   ALLFIRST BANK



                                   By:__________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-6
<PAGE>

                                   BANCA DI ROMA - SAN FRANCISCO



                                   By:__________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-7
<PAGE>

                                   BANK OF AMERICA, N.A., as a Bank



                                   By:__________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-8
<PAGE>

                                   THE BANK OF NEW YORK

                                   By:__________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                      S-9
<PAGE>

                                   BANK ONE, NA


                                   By:__________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-10
<PAGE>

                                   CIBC INC.


                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-11
<PAGE>

                                   CREDIT LYONNAIS NEW YORK BRANCH


                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-12
<PAGE>

                                   CREDIT SUISSE FIRST BOSTON



                                   By:_____________________________________
                                   Name:
                                   Title:


                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-13
<PAGE>

                                   DEUTSCHE BANK AG NEW YORK
                                   AND/OR CAYMAN ISLANDS
                                   BRANCHES



                                   By:_____________________________________
                                   Name:
                                   Title:


                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-14
<PAGE>

                                   THE FUJI BANK, LIMITED



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-15
<PAGE>

                                   THE INDUSTRIAL BANK OF JAPAN,
                                   LIMITED LOS ANGELES AGENCY



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-16
<PAGE>

                                   MERCANTILE BANK, NA



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-17
<PAGE>

                                   THE MITSUBISHI TRUST AND
                                   BANKING CORPORATION, NEW YORK
                                   BRANCH



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-18
<PAGE>

                                   SANPAOLO IMI SpA



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-19
<PAGE>

                                   THE TORONTO-DOMINION BANK



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-20
<PAGE>

                                   UNION BANK OF CALIFORNIA, N.A.



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-21
<PAGE>

                                   WESTDEUTSCHE LANDESBANK
                                   GIROZENTRALE, NEW YORK BRANCH



                                   By:_____________________________________
                                   Name:
                                   Title:


                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-22
<PAGE>

                                   BANK HAPOALIM B.M.



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-23
<PAGE>

                                   BANKERS TRUST COMPANY



                                   By:_____________________________________
                                   Name:
                                   Title:

                                              (Amendment to Amended and Restated
                                        Revolving Credit Agreement (Multi-Year))

                                     S-24
<PAGE>

                                   EXHIBIT 1

                              OPINION OF COUNSEL


     [_________, __], 1999



To:  The Banks listed on Schedule A hereto; Bank
     of America, N.A., as Administrative Agent;
     Morgan Guaranty Trust Company of New
     York, as Syndication Agent; and Citicorp
     USA, Inc. and The Chase Manhattan Bank as
     Documentation Agents

     Re:  Hughes Electronics Corporation
          Amended and Restated Revolving
          Credit Agreement (Multi-Year
          Facility)


Ladies and Gentlemen:

     I am the Assistant General Counsel of Hughes Electronics Corporation, a
Delaware corporation (the "Borrower"), in connection with the Amended and
Restated Revolving Credit Agreement (Multi-Year Facility) dated as of November
24, 1999 (the "Credit Agreement") by and among Borrower, the banks named therein
(the "Banks"), Bank of America, N.A., as administrative agent for the Banks (in
such capacity "Administrative Agent"), Morgan Guaranty Trust Company of New
York, as Syndication Agent and Citicorp USA, Inc. and The Chase Manhattan Bank
as Documentation Agents; which Credit Agreement is being implemented pursuant to
the Amendment Agreement Regarding Revolving Credit Agreement (Multi-Year
Facility) dated as of November 24, 1999 among the Borrower, Banks constituting
the Majority Banks, the Administrative Agent, the Syndication Agent and the
Documentation Agents (the "Amendment Agreement").  Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Credit
Agreement.  This opinion is rendered to you pursuant to Section 2(A)(1) of the
Amendment Agreement.

     As Assistant General Counsel to Borrower, I have caused to be made such
legal and factual examinations and inquiries, including an examination of
originals or copies, certified or
<PAGE>

otherwise identified to my satisfaction as authentic, of such corporate records,
agreements, instruments and other documents as I have deemed necessary or
appropriate for the purposes of this opinion. I have caused to be obtained such
certificates and other assurances (copies of which have been delivered to you)
from public officials and officers and other employees of Borrower as I
considered necessary or appropriate for the purpose of rendering this opinion. I
have assumed the genuineness of all signatures (except that of Borrower), the
authenticity of all documents submitted to me as originals, and the conformity
with the originals of all documents submitted to me as copies.

     Subject to the limitations herein set forth, I am opining herein as to the
effect on the subject transaction only of United States federal law, the laws of
the State of California and the General Corporation Law of the State of
Delaware.  I am licensed to practice law in the State of California.  I assume
no responsibility as to the applicability to the subject transaction or the
effect thereon of the laws of any other jurisdiction.

     Based upon the foregoing and in reliance thereon, and subject to the
qualifications, limitations and assumptions set forth herein, I am of the
opinion that, as of the date hereof:

     1.   Borrower has been duly incorporated, and is validly existing in good
standing under the laws of the State of Delaware with corporate power to own its
properties and assets, to enter into the Amendment Agreement and the Credit
Agreement, and to perform its obligations under the Amendment Agreement and the
Credit Agreement.

     2.   The execution, delivery and performance of the Amendment Agreement and
the Credit Agreement by Borrower have been duly authorized by all necessary
corporate action on the part of Borrower, the Amendment Agreement has been duly
executed and delivered by Borrower, and the Amendment Agreement and the Credit
Agreement constitute the legally valid and binding obligations of Borrower,
enforceable against Borrower in accordance with their respective terms.

     3.   To my knowledge, after causing to be conducted such legal and factual
examination and inquiries and causing to be conducted such discussions with and
obtaining such certificates or other confirmations from officers and other
employees of Borrower as I considered appropriate in the circumstances, no
consent, permission, authorization, order or license of any United States
federal or California governmental authority is necessary in connection with the
execution and delivery of the Credit Agreement by Borrower and Borrower's
performance of its obligations under the Credit Agreement.

     4.   There is no provision of the Certificate of Incorporation or the By-
laws of Borrower which would be contravened by the execution and delivery of the
Amendment
<PAGE>

Agreement by Borrower or by the performance by Borrower of its obligations under
the Amendment Agreement and the Credit Agreement.

     5.   To my knowledge, after causing to be conducted such legal and factual
examination and inquiries and causing to be conducted such discussions with and
obtaining such certificates or other confirmations from officers and other
employees of Borrower as I considered appropriate in the circumstances, no
consent or approval of any trustee or holder of any material indebtedness of
Borrower is necessary in connection with the execution and delivery of the
Amendment Agreement by Borrower and Borrower's performance of its obligations
under the Amendment Agreement and the Credit Agreement.

     6.   There is no provision of any indenture or material agreement for
borrowed money to which Borrower is a party or under which Borrower is
obligated, and of which I am aware, after causing to be conducted such legal and
factual examinations and inquiries and causing to be conducted such discussion
with and obtaining such certificates or other confirmations from officers and
other employees of Borrower as I considered appropriate in the circumstances,
which would be contravened by the execution and delivery of the Amendment
Agreement and the Notes by Borrower or by the performance by Borrower of its
obligations under the Amendment Agreement and the Credit Agreement.

     The opinion expressed in paragraph 6 is subject to the following
limitations, qualifications, exceptions and assumptions:

     (a)  the enforcement of the Amendment Agreement, the Credit Agreement, and
the Notes may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws or by equitable principles relating to or limiting the
rights of creditors generally;

     (b)  the use of the term enforceable shall not imply any opinion as to the
availability of equitable remedies;

     (c)  I advise you that a California court may not strictly enforce certain
covenants contained in the Amendment Agreement and the Credit Agreement or allow
acceleration of the maturity of the indebtedness thereunder if it concludes that
such enforcement or acceleration would be unreasonable under the then existing
circumstances.  I do believe, however, that subject to the limitations expressed
elsewhere in this opinion, enforcement or acceleration would be available if an
Event of Default occurs as a result of a material breach of a material covenant
contained in the Credit Agreement;

     (d)  The effect of California court decisions, invoking statutes or
principles of equity, which have held that certain covenants and provisions of
agreements are unenforceable where (i)
<PAGE>

the breach of such covenants or provisions imposes restrictions or burdens upon
the debtor, including the acceleration of indebtedness due under debt
instruments, and it cannot be demonstrated that the enforcement of such
restrictions or burdens is reasonably necessary for the protection of the
creditor, or (ii) the creditor's enforcement of such covenants or provisions
under the circumstances would violate the creditor's implied covenant of good
faith and fair dealing;

     (e)  The unenforceability under certain circumstances, under California or
federal law or court decisions, of provisions expressly or by implication
waiving broadly or vaguely stated rights, unknown future rights, defenses to
obligations or rights granted by law, where such waivers are against public
policy or prohibited by law;

     (f)  The unenforceability under certain circumstances of provisions to the
effect that rights or remedies are not exclusive, that every right or remedy is
cumulative and may be exercised in addition to or with any other right or
remedy, that election of a particular remedy or remedies does not preclude
recourse to one or more other remedies or that failure to exercise or delay in
exercising rights or remedies will not operate as a waiver of any such right or
remedy;

     (g)  The effect of Section 1717 of the California Civil Code, which
provides that, where a contract permits one party to the contract to recover
attorneys' fees, the prevailing party in any action to enforce any provision of
the contract shall be entitled to recover its reasonable attorneys' fees;

     (h)  The unenforceability under certain circumstances of provisions
indemnifying a party against liability for its own wrongful or negligent acts or
where such indemnification is contrary to public policy or prohibited by law;
and

     (i)  The enforceability under certain circumstances of provisions imposing
penalties, forfeitures, late payment charges or an increase in interest rate
upon delinquency in payment or the occurrence of a default.

     To the extent that the obligations of Borrower may be dependent upon such
matters, I assume for purposes of this opinion that each of the Banks is duly
incorporated or organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization; that each of the Banks is
duly qualified to engage in the transaction covered by this opinion; that the
Amendment Agreement has been duly authorized, executed and delivered by each of
the Banks and that the Amendment Agreement and the Credit Agreement constitute
the valid and binding obligation of each of the Banks, enforceable in accordance
with its terms; and that each of the Banks has the requisite corporate or
organizational and legal power and authority to own its properties, to carry on
its business as now being conducted and to perform its obligations under the
Amendment Agreement and the Credit Agreement, including without limitation, to
make the loans under the Credit Agreement.  I am not expressing any opinion as
to
<PAGE>

the effect of or the compliance by any Bank with any state or federal laws or
regulations applicable to the transactions because of the nature of its
respective business.

     This opinion is rendered to the Banks and Administrative Agent as of the
date hereof in connection with the above transaction, and may not be relied upon
by any person other than the Administrative Agent and the Banks and their
permitted assignees, or by them in any other context, and may not be furnished
to, quoted to or relied upon by any other person, firm or corporation for any
purpose without my prior written consent; provided that each Bank and its
                                          --------
permitted assignees may provide this opinion (i) to bank examiners and other
regulatory authorities should they so request or in connection with their normal
examination, (ii) to the independent auditors and attorneys of such Bank, (iii)
pursuant to order or legal process of any court or governmental agency, (iv) in
connection with any legal action to which the Bank is a party arising out of the
transactions contemplated by the Amendment Agreement and the Credit Agreement,
or (v) in connection with the assignment of or sale of participations in the
Loans.



                                        Very truly yours,
<PAGE>

                       SCHEDULE A TO OPINION OF COUNSEL


     Bankers Trust Company

     Credit Suisse First Boston

     The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency

     The Mitsubishi Trust & Banking Corporation, New York Branch

     NationsBank of Texas, N.A.

     The Toronto-Dominion Bank

     Banca di Roma - San Francisco Branch

     The Bank of New York

     CIBC Inc.

     Credit Lyonnais New York Branch

     Deutsche Bank AG New York and/or Cayman Islands Branches

     The First National Bank of Chicago

     First National Bank of Maryland

     The Fuji Bank, Limited, Los Angeles Agency

     The Industrial Bank of Japan, Limited, Los Angeles Agency

     Istituto Bancario San Paolo di Torino SpA

     Union Bank of California