EXHIBIT 10.2

SECOND AMENDMENT,  dated as of September 26, 1997 (this Second  Amendment"),  to
(i) the 364-day Competitive Advance and Revolving Credit Agreement,  dated as of
March 4, 1997 (as heretofore and hereafter  amended,  supplemented  or otherwise
modified  from  time  to  time,  the  "364-Day  Credit  Agreement"),  among  PHH
Corporation  (the  "Borrower"),  PHH  Vehicle  Management  Services,  Inc.  (the
"Canadian Borrower"), the Lenders referred to therein, The Chase Manhattan Bank,
as agent for the US Lenders (in such capacity, the "Administrative  Agent"), and
The Chase  Manhattan Bank of Canada,  as  administrative  agent for the Canadian
Lenders  (in  such   capacity,   the   "Canadian   Agent";   together  with  the
Administrative Agent, the "Agents"),  and (ii) the Five Year Competitive Advance
and Revolving  Credit  Agreement,  dated as of March 4, 1997, (as heretofore and
hereafter  amended,  supplemented  or otherwise  modified from time to time, the
"Five Year Credit  Agreement";  together with the 364-Day Credit Agreement,  the
"Credit  Agreements"),  among the Borrower,  the Lenders referred to therein and
the Administrative Agent.

                              W I T N E S S E T H:

     WHEREAS,  the Borrower's parent, HFS Incorporated,  plans to merge with and
into CUC International Inc.;

     WHEREAS,  the  Borrower and the Canadian  Borrower has  requested  that the
Lenders amend certain  provisions  of the Credit  Agreements in connection  with
such merger;

     WHEREAS, the Lenders have agreed to such amendments only upon the terms and
subject to the conditions set forth herein;

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

     SECTION 1. Defined Terms.  Unless  otherwise  defined  herein,  capitalized
terms  which are  defined in the Credit  Agreements  are used  herein as therein
defined.

     SECTION 2.  Amendment to Section 1 of each Credit  Agreement.  Section 1 of
each Credit Agreement is hereby amended as follows:

         (a) by deleting the definition of  "Acquisition"  contained  therein in
     its entirety and inserting in lieu thereof the following definition:

              "Acquisition" shall mean the acquisition by HFS of all of the
voting common stock of the Borrower pursuant to the Agreement dated as of
November 10, 1996 between HFS, the Borrower and  Mercury Acq. Corp.

         (b) by deleting the definition of "Change of Control" contained therein
     in its entirety and substituting in lieu thereof, the following definition:

              "Change of Control" shall mean, (i) the  acquisition by any Person
         or group  (within the meaning of  Securities  Exchange Act of 1934,  as
         amended,  and the  rules  of the  Securities  and  Exchange  Commission
         thereunder  as in effect on the date hereof),  directly or  indirectly,
         beneficially or of record,  of ownership or control of in excess of 50%
         of the voting  common stock of HFS on a fully diluted basis at any time
         or (ii) at any time,  individuals  who upon  consummation of the Merger
         constituted  the  Board  of  Directors  of HFS  (together  with any new
         directors whose election by such


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         Board of Directors or whose nomination for election by the shareholders
         of HFS, as the case may be, was  approved by a vote of the  majority of
         the  directors  then still in office who were either  directors  at the
         date  hereof  or  whose  election  or a  nomination  for  election  was
         previously  so approved)  cease for any reason to constitute a majority
         of the  Board of  Directors  of HFS then in  office  or (iii) HFS shall
         cease to own, directly or through wholly-owned Subsidiaries, all of the
         capital stock of the Borrower, free and clear of any direct or indirect
         Liens.

         (c) by adding the following  definitions in alphabetical  order therein
     such  that  the  following  definitions  shall,  in their  entirety,  be as
     follows:

              "HFS" shall mean (i) prior to the date of the  consummation of the
         Merger,  HFS Incorporated and (ii) upon consummation of the Merger, CUC
         International Inc. (to be renamed Cendant  Corporation) as successor to
         HFS Incorporated pursuant to the Merger.

              "Merger" shall mean the merger of HFS Incorporated into CUC
         International Inc. with CUC International Inc. as the surviving entity.

     SECTION 3. Amendment to Section 7(h) of each Credit Agreement. Section 7(h)
of each Credit  Agreement is hereby amended by deleting the word  "Incorporated"
in the sixth line therein.

     SECTION 4. Conditions of Effectiveness.  This Second Amendment shall become
effective as of the date hereof (the  "Effective  Date") upon the  execution and
delivery by a duly  authorized  officer of each of the  Borrower,  the  Canadian
Borrower, the Agents and the Required Lenders.

     SECTION 5.  Representation  and  Warranties.  The Borrower and the Canadian
Borrower  represent  and warrant to each Lender that as of the  Effective  Date,
before and after giving effect to this Second Amendment: (i) no Default or Event
of  Default  has  occurred  and is  continuing;  (ii)  the  representations  and
warranties made by each of the Borrower and the Canadian Borrower in or pursuant
to  the  364-Day  Credit  Agreement,  the  Five  Year  Credit  Agreement  or any
Fundamental Documents are true and correct in all material respects on and as of
the  Effective  Date as if made on such date (except to the extent that any such
representation and warranty expressly relates to an earlier date) and (iii) this
Second  Amendment  constitutes  the legal,  valid and binding  obligation of the
Borrower  and  the  Canadian  Borrower,  enforceable  against  each  of  them in
accordance  with  its  terms,  except  as such  enforcement  may be  limited  to
bankruptcy,  insolvency,  fraudulent conveyance,  reorganization,  moratorium or
similar  laws  affecting   credits'  rights  generally,   by  general  equitable
principles  (whether  enforcement  is sought by proceedings in equity or at law)
and an implied covenant of good faith and fair dealing.

     SECTION 6. Continuing  Effect of Credit  Agreements.  This Second Amendment
shall not  constitute  an amendment or waiver of or consent to any  provision of
the  Credit  Agreements  not  expressly  referred  to  herein  and  shall not be
construed  as an  amendment,  waiver or consent to any action on the part of the
Borrower or the Canadian  Borrower that would  require an  amendment,  waiver or
consent of the Agent or the Lenders except as expressly stated herein. Except as
expressly  consented to hereby,  the provisions of the Credit Agreements are and
shall remain in full force and effect.

     SECTION 7.  Expenses.  The Borrower and the Canadian  Borrower agree to pay
and reimburse  the Agents for all of their  reasonable  costs and  out-of-pocket
expenses incurred in connection with the preparation,  execution and delivery of
this Second Amendment and ancillary  documents,  including,  without limitation,
the reasonable fees and disbursements of counsel to the Agents.




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     SECTION 8.  Counterparts.  This  Second  Amendment  may be  executed in any
number of counterparts by the parties hereto, each of which counterparts when so
executed  shall  be an  original,  but all  counterparts  taken  together  shall
constitute one and the same instrument.

     SECTION 9. GOVERNING LAW. THIS SECOND  AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




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     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Amendment  to be
executed and delivered by their  respective duly  authorized  officers as of the
date first above written.

                                      PHH CORPORATION


                                      By: __/s/ Terry E. Kridler________________
                                            Name: Terry E. Kridler
                                            Title: Vice President and Treasurer


                                      PHH VEHICLE MANAGEMENT SERVICES, INC.


                                      By: __/s/ Terry E. Kridler___________
                                            Name: Terry E. Kridler
                                            Title: Vice President and Treasurer

                                      THE CHASE MANHATTAN BANK,
                                      individually and as Administrative Agent


                                      By:    /s/ Gail Wein
                                            Name: Gail Wein
                                            Title: Vice President


                                      THE CHASE MANHATTAN BANK OF
                                      CANADA, as Canadian Agent


                                      By:    /s/  Christine Chan
                                            Name: Christine Chan
                                            Title: Vice President


                                      BANK OF AMERICA NT & SA
                                      (Successor By Merger to Bank of America
                                       Illinois)


                                      By:    /s/    Wilson Allrecht
                                            Name: Wilson Allrecht
                                            Title: Vice President

                                      BANK OF MONTREAL


                                      By:           /s/ Edward P. Mc Guire
                                            Name: Edward P. Mc Guire
                                            Title: Director


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                                      THE BANK OF NEW YORK


                                      By:     /s/ Steven Ross
                                            Name: Steven Ross
                                            Title: Vice President


                                      THE BANK OF NOVA SCOTIA


                                      By:      /s/ Alan Edward
                                            Name: Alan Edwards
                                            Title: Authorized Signature


                                      THE BANK OF TOKYO-MITSUBISHI
                                      LIMITED, NEW YORK BRANCH


                                      By: _________________________________
                                            Name:
                                            Title:


                                      BANKERS TRUST COMPANY


                                      By: _________________________________
                                            Name:
                                            Title:


                                      CANADIAN IMPERIAL BANK OF COMMERCE


                                      By: /s/ Gerard J. Girardi
                                            Name: Gerard J. Girardi
                                            Title: Director, CIBC Wood Gundy
                                            Securities Corp., as Agent

                                      COMERICA BANK


                                      By: _________________________________
                                            Name:
                                            Title:



                                                      

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                                      COMMERZBANK AG (NEW YORK BRANCH)


                                      By:           /s/ Subash R. Viswanathan
                                            Name: Subash R. Viswanathan
                                            Title:  Vice President


                                      By:              /s/   Peter T. Doyle
                                            Name: Peter T. Doyle
                                            Title: Assistant Treasurer


                                      CREDIT LYONNAIS NEW YORK BRANCH


                                      By: _________________________________
                                            Name:
                                            Title:


                                      DEUTSCHE BANK AG NEW YORK AND/OR
                                      CAYMAN ISLANDS BRANCHES


                                      By:     /s/ Gayma Z. Shivrarain
                                            Name: Gayma Z. Shivrarain
                                            Title:  Vice President


                                      By:            /s/ John S. Mc Gill
                                            Name: John S. Mc Gill
                                            Title:  Vice President


                                      THE FIRST NATIONAL BANK OF CHICAGO


                                      By: _________________________________
                                            Name:
                                            Title:

                                      THE FIRST NATIONAL BANK OF MARYLAND


                                      By:         /s/ Kellie M. Matthews
                                            Name: Kellie M. Matthews
                                            Title:  Vice President





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                                      FIRST UNION NATIONAL BANK OF
                                      MARYLAND


                                      By:        /s/ Ronald J. Bucci
                                            Name: Ronald J. Bucci
                                            Title:  Vice President


                                      THE FUJI BANK LTD. NEW YORK BRANCH


                                      By: _________________________________
                                            Name:
                                            Title:


                                      MELLON BANK, N.A.


                                      By:     /s/ Laurie G. Dunn
                                            Name: Laurie G. Dunn
                                            Title:  Vice President


                                      MORGAN GUARANTY TRUST COMPANY
                                      OF NEW YORK


                                      By: _________________________________
                                            Name:
                                            Title:


                                      NATIONSBANK, N.A.


                                      By:     /s/ Eileen C. Higgins
                                            Name: Eileen C. Higgins
                                            Title:  Vice President

                                      ROYAL BANK OF CANADA


                                      By:      /s/ Sheryl L. Greenberg
                                            Name: Sheryl L. Greenberg
                                            Title: Senior Manager





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                                      THE SUMITOMO BANK, LIMITED
                                      NEW YORK BRANCH


                                      By:      /s/ John C. Kissinger
                                            Name: John C. Kissinger
                                            Title: Joint General Manager


                                      WELLS FARGO BANK, N.A.


                                      By:     /s/ David B. Hollingsworth
                                            Name: David B. Hollingsworth
                                            Title:  Vice President