EXHIBIT 10.1

                                SECOND AMENDMENT

      SECOND  AMENDMENT,  dated as of  September  18,  1997,  to the  FIVE  YEAR
COMPETITIVE  ADVANCE AND REVOLVING CREDIT AGREEMENT and the 364-DAY  COMPETITIVE
ADVANCE AND REVOLVING CREDIT AGREEMENT,  each of which is dated as of October 2,
1996 ( as each of the same may be amended,  supplemented  or otherwise  modified
from time to time, the "Credit  Agreements"),  by and among HFS INCORPORATED,  a
Delaware  corporation  (the  "Borrower"),  the  financial  institutions  parties
thereto  (the  "Lenders"),  and THE CHASE  MANHATTAN  BANK,  a New York  banking
corporation,  as agent for the Lenders (in such  capacity,  the  "Administrative
Agent").

                              W I T N E S S E T H:

      WHEREAS, the Borrower plans to merge with and into CUC International Inc.
("CUC") (the "Merger");

      WHEREAS,  the  Borrower  has  requested  that the  Lenders  amend  certain
provisions  of the Credit  Agreements  upon the terms and  conditions  set forth
herein; and

      WHEREAS,  the  Lenders  have  agreed to permit  the  Merger  and to effect
certain other changes to the Credit Agreements;

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

     1. Defined  Terms.  Terms defined in the Credit  Agreements and used herein
shall have the meanings given to them in the Credit Agreements.

     2.  Amendments  to  Section  1,  entitled  "Definitions,"  of  each  Credit
Agreement. Section 1 of each Credit Agreement is hereby amended as follows:

          (a)  by  deleting  the   definitions  of  "Avis  L/C",   "Avis  Merger
      Agreement",  "Borrower  Stock Price" and  "Receivables"  in their entirety
      therefrom;

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

               "Avis" shall mean HFS Car Rental, Inc., a Delaware corporation.

          (c) by deleting the definition of "Cash Equivalents" contained therein
      in its  entirety  and,  with  respect to the Five Year  Credit  Agreement,
      substituting in lieu thereof the following definition:

               "Cash  Equivalents"  shall  mean  any of the  following  , to the
               extent  acquired for  investment and not with a view to achieving
               trading profits:  (i) obligations  fully backed by the full faith
               and credit of the United States of America maturing not in excess
               of twelve months from the date of  acquisition,  (ii)  commercial
               paper  maturing  not in excess of twelve  months from the date of
               acquisition  and rated  "P-1" by  Moody's  or "A-1" by S&P on the
               date of such acquisition,  (iii) the following obligations of any
               Lender or any domestic commercial bank having capital and surplus
               in excess of  $500,000,000,  which has, or the holding company of
               which has, a  commercial  paper rating  meeting the  requirements
               specified in clause (ii) above: (a) time


<PAGE>



               deposits, certificates of deposit and acceptances maturing not in
               excess  of twelve  months  from the date of  acquisition,  or (b)
               repurchase  obligations  with a term of not more than thirty (30)
               days for underlying  securities of the type referred to in clause
               (i) above,  (iv) money  market funds that invest  exclusively  in
               interest bearing, short-term money market instruments: (a) having
               an average remaining  maturity of not more than twelve months and
               (b)(1)  rated at least  "P-1" by  Moody's  or "A-1" by S&P or (2)
               which are issued or directly and fully  guaranteed  or insured by
               the United  States  government  or any agency or  instrumentality
               thereof, and (v) municipal securities:  (a) for which the pricing
               period  in effect is not more  than  twelve  months  long and (b)
               rated at least "P-1" by Moody's or "A-1" by S&P.

          (d) by deleting the definition of  "Consolidated  Total  Indebtedness"
      contained  therein in its  entirety and  substituting  in lieu thereof the
      following definition:

               "Consolidated  Total Indebtedness" shall mean the total amount of
               Indebtedness  of the Borrower and its  Consolidated  Subsidiaries
               determined  on a  consolidated  basis  using GAAP  principles  of
               consolidation,  but  without  regard to  whether  or not any such
               Indebtedness  would be  required  to be  shown on a  consolidated
               balance  sheet  prepared in accordance  with GAAP;  provided that
               Consolidated Total  Indebtedness  shall be deemed to include,  at
               the time of any computation  thereof, the aggregate amount of any
               outstanding loans to, any investment in the capital stock of, any
               purchase  price in excess of the fair market  value of assets of,
               and any other  investments  by the Borrower and its  Subsidiaries
               (other   than  Avis  and  its   Subsidiaries   and  PHH  and  its
               Subsidiaries)  in,  Avis  and  its  Subsidiaries  and PHH and its
               Subsidiaries  (other than the purchase price paid by the Borrower
               to acquire Avis and PHH).  The amount of any such  investment  at
               any time shall equal the original cost thereof plus any additions
               thereto (in each case without  giving effect to any  appreciation
               or  depreciation in the value thereof) net of any returns thereon
               actually  received  by the  Borrower  or any of its  Subsidiaries
               (other   than  Avis  and  its   Subsidiaries   and  PHH  and  its
               Subsidiaries).

          (e) by  deleting  from the  definition  of  "Indebtedness"  the phrase
      "payable  within 120 days" in each case where it appears and  substituting
      in lieu thereof the phrase "payable within 180 days";

          (f)  by adding the following definitions in their appropriate
      alphabetical locations:

               "Consolidated   Net  Worth"  shall  mean,   as  of  any  date  of
      determination,  all items which in conformity  with GAAP would be included
      under shareholders' equity on a consolidated balance sheet of the Borrower
      and its Subsidiaries at such date.

               "Merger"  shall  means the  merger of HFS  Incorporated  into CUC
      International Inc.

               "Merger  Effective  Date" shall have the meaning set forth in the
      Second Amendment, dated as of September 18, 1997, to this Agreement.

                        "PHH" shall mean PHH Corporation, a Maryland corporation
               and (g) by deleting  the  definition  of  "Subsidiary"  contained
          therein in its entirety and substituting in lieu thereof the following
          definition:

               "Subsidiary"   shall  mean  with  respect  to  any  Person,   any
               corporation,  association,  joint  venture,  partnership or other
               business entity (whether now existing or hereafter  organized) of
               which at least a majority of the voting stock or other  ownership
               interests having ordinary voting power


<PAGE>



               for the election of directors (or the equivalent) is, at the time
               as of which any  determination is being made, owned or controlled
               by such Person or one or more  Subsidiaries  of such Person or by
               such Person and one or more Subsidiaries of such Person; provided
               that for purposes of Section 6.1,  6.5,  6.6, 6.7 and 6.8 hereof,
               Avis and its Subsidiaries  and PHH and its Subsidiaries  shall be
               deemed not to be Subsidiaries of the Borrower.

          e. Amendment to Section 2.23,  entitled  "Increase of Commitments," of
      each Credit  Agreement.  Section  2.23 of each Credit  Agreement is hereby
      amended by (a) deleting  such Section from the Five Year Credit  Agreement
      and substituting therefor the phrase "SECTION 2.23. INTENTIONALLY OMITTED"
      and (b) deleting  paragraph (a) thereof from the 364-Day Credit  Agreement
      and substituting in lieu thereof the following:

               (a) At the request of the Borrower to the  Administrative  Agent,
          the  aggregate  Commitments  hereunder  may be increased on the Merger
          Effective Date by not more $500,000,000  provided that (i) each Lender
          whose  Commitment  is  increased  consents,  (ii) the increase is in a
          multiple of  $25,000,000  and (iii) the consent of the  Administrative
          Agent is obtained.

      4.  Amendment  to Section 2.24  entitled  "Letters of Credit," of the Five
Year Credit Agreement.  Section 2.24 of the Five Year Credit Agreement is hereby
amended by deleting the last sentence of clause (i).

      5. Amendment to Section 3.4 entitled  "Financial  Statements of Borrower",
of each Credit Agreement. Section 3.4 of each Credit Agreement is hereby amended
by deleting such Section 3.4 and substituting in lieu thereof the following:

      SECTION 3.4.  Financial Statements.

          (i) The (a) audited  consolidated  balance sheets of HFS  Incorporated
      and its Consolidated Subsidiaries as of December 31, 1995 and December 31,
      1996, and (b) unaudited  consolidated  balance sheets of HFS  Incorporated
      and its Consolidated  Subsidiaries as of March 31, 1997 and June 30, 1997,
      together with the related  unaudited  statements of income,  shareholders'
      equity and cash  flows for such  periods,  fairly  present  the  financial
      condition of HFS Incorporated and its Consolidated  Subsidiaries as at the
      dates  indicated  and the  results  of  operations  and cash flows for the
      periods  indicated  in  conformity  with GAAP  subject to normal  year-end
      adjustments  in the case of the March 31, 1997 and June 30, 1997 financial
      statements.

          (ii) The (a) audited  consolidated balance sheets of CUC International
      Inc. and its consolidated  Subsidiaries as of January 31, 1996 and January
      31,  1997  and  (b)   unaudited   consolidated   balance   sheets  of  CUC
      International Inc. and its consolidated Subsidiaries as of April 30, 1997,
      together with the related  unaudited  statements of income,  shareholders'
      equity and cash  flows for such  periods,  fairly  present  the  financial
      condition of CUC International  Inc. and its consolidated  Subsidiaries as
      at the dates  indicated and the results of  operations  and cash flows for
      the periods  indicated in conformity  with GAAP subject to normal year-end
      adjustments in the case of the April 30, 1997 financial statements.

          (iii) The pro forma combined balance sheets of CUC International  Inc.
      dated April 30, 1997,  and of HFS  Incorporated,  dated March 31, 1997, as
      set forth in the unaudited pro forma  combining  financial  statements for
      the Merger set forth in the joint proxy statement  prospectus filed by CUC
      International  Inc. and HFS  Incorporated  dated  August 28, 1997,  fairly
      present the consolidated  financial  condition of the surviving company of
      the Merger and its consolidated Subsidiaries as at the dates indicated.




<PAGE>



      6. Amendment to Section 3.5,  entitled "No Material  Adverse  Change",  to
each Credit Agreement. Section 3.5 of each Credit Agreement is hereby amended by
deleting  the  text  of such  Section  and  substituting  in  lieu  thereof  the
following:

               Since December 31, 1996 and January 31, 1997, respectively, there
          has  been  no  material  adverse  change  in  the  business,   assets,
          operations, or condition,  financial or otherwise, of HFS Incorporated
          and its Subsidiaries taken as a whole or of CUC International Inc. and
          its  Subsidiaries  taken  as a  whole;  provided,  however,  that  the
          foregoing  representation  is made  solely as of the Merger  Effective
          Date.

      7.  Amendments to Section 3.16, entitled "Environmental Liabilities," of
each Credit Agreement.

Section 3.16 of each Credit Agreement is hereby amended as follows:

     (a) by deleting the text of such Section and  substituting  in lieu thereof
the following:

          Except  with  respect to any  matters,  that,  individually  or in the
      aggregate,  could not  reasonably  be  expected  to  result in a  Material
      Adverse Effect,  neither the Borrower nor any of its  Subsidiaries (i) has
      failed to comply  with any  Environmental  Law or to obtain,  maintain  or
      comply  with any  permit,  license or other  approval  required  under any
      Environmental  Law, (ii) except as set forth on Schedule  3.16, has become
      subject  to any  Environmental  Liability,  (iii)  except  as set forth on
      Schedule  3.16 has  received  notice  of any  claim  with  respect  to any
      Environmental  Liability  or (iv)  except as set forth on  Schedule  3.16,
      knows of any basis for any Environmental Liability.

          and (b) by adding a new Schedule 3.16 in the form of Annex A hereto.

      8. Amendments to Section 6.1,  entitled  "Limitation on  Indebtedness," of
each Credit Agreement. Section 6.1 of each Credit Agreement is hereby amended as
follows:

          (a)  by deleting the amount "$200,000,000" from clauses (e) and (g)
and substituting in lieu thereof the amount "$400,000,000"; and

          (b)  by deleting subsection (c) contained therein in its entirety and
substituting in lieu thereof the following: "(c) Guaranties;".

      9. Amendment to Section 6.2, entitled  "Limitation on Guaranties," of each
Credit  Agreement.  Section 6.2 of each Credit  Agreement  is hereby  amended by
deleting  Section  6.2 in its  entirety  and  substituting  in lieu  thereof the
following:

               SECTION 6.2.   INTENTIONALLY OMITTED.

      10. Amendment to Section 6.4,  entitled  "Consolidation,  Merger,  Sale of
Assets," of each Credit  Agreement.  Section 6.4(a) of each Credit  Agreement is
hereby  amended  by (i)  adding  at the end of  clause  (i) the  phrase  "or the
successor  to the  Borrower  has  unconditionally  assumed in writing all of the
payment and performance obligations of the Borrower under this Agreement and the
other  Fundamental  Documents",  (ii) deleting the word "or" before clause (iii)
and  substituting  in lieu thereof a comma and (iii)  deleting the semicolon and
proviso clause at the end of clause (iii) and  substituting  in lieu thereof the
following:

               or (iv) the Merger;  provided however,  that immediately prior to
               and  on a Pro  Forma  Basis  after  giving  effect  to  any  such
               transaction  described in any of the preceding  clauses (i), (ii)
               and (iii) no  Default  or Event of Default  has  occurred  and is
               continuing.



<PAGE>



      11.  Amendment to Section 6.5,  entitled  "Limitation  on Liens",  of each
Credit Agreement.  Section 6.5 of each Credit Agreement is hereby amended by (i)
deleting the word "and" at the end clause (f),  (ii)  deleting the period at the
end of clause (g) and  substituting in lieu thereof the phrase "; and" and (iii)
inserting at the end thereof the following new clause (h):

          (h) other Liens  securing  obligations  having an aggregate  principal
      amount not to exceed 15% of Consolidated Net Worth.

      12.  Amendment  to Section 6.6,  entitled  "Sale and  Leaseback,"  of each
Credit  Agreement.  Section 6.6 of each Credit  Agreement  is hereby  amended by
deleting the amount  $50,000,000"  contained  therein and  substituting  in lieu
thereof the amount "$200,000,000".

      13.  Amendment to Section 7, entitled  "Events of Default," of each Credit
Agreement.  Section 7 of each Credit Agreement is hereby amended by deleting the
amount  "$25,000,000" from clauses (e) and (i) in each case where it appears and
substituting in lieu thereof the amount "$50,000,000".

      14.  Amendment  to  Section  9.1,  entitled   "Notices,"  of  each  Credit
Agreement.  Section  9.1 of each  Credit  Agreement  is  hereby  amended  by (i)
deleting the phrase "339 Jefferson  Road" and  substituting  in lieu thereof the
phrase,  "6 Sylvan Way," (ii) deleting the phrase  "Stephen P. Homes,  Executive
Vice President and Chief Financial Officer and James E. Buckman,  Executive Vice
President and General Counsel" substituting in lieu thereof the phrase, "Michael
Monaco,  Vice Chairman and Chief Financial Officer and James E. Buckman,  Senior
Executive Vice President and General Counsel" and (iii) deleting the phrase "Rob
Kellas,  Vice  President"and  substituting in lieu thereof the phrase "Stephanie
Parker".

      15. Amendment to Section 9.4, entitled  "Expenses;  Documentary Taxes," of
the 364-Day Credit  Agreement.  Section 9.4 of the 364-Day  Credit  Agreement is
hereby  amended by (i) deleting the comma after the phrase,  "the Notes," in the
fifth line and  substituting  in lieu thereof the word "and",  (ii) deleting the
phrase "and  issuance  and  administration  of the Letters of Credit"  contained
therein in its  entirety  and (iii)  deleting  in each case where it appears the
phrase "or the Letters of Credit".

      16. Amendment  Section 9.9,  entitled  "Amendments,  etc.," of the 364-Day
Credit Agreement.  Section 9.9 of the 364-Day Credit Agreement is hereby amended
by  deleting  from  clause (y) the phrase "or letter of credit  fees"  contained
therein.

      17.  Other  Amendments  to each Credit  Agreement.  Each  reference to the
phrases  "date  hereof"  and  "Closing  Date" in the  definitions  of "Change in
Control" and "GAAP" set forth in Section 1 and in Sections  3.6,  3.8,  3.14 and
3.15 of each Credit Agreement is hereby deleted and replaced with a reference to
the "Merger Effective Date."

      18.  Effective Date. (a) This Amendment (other than paragraphs 5, 6, 7 and
17 hereof) shall become  effective upon receipt by the  Administrative  Agent of
counterparts of this Amendment duly executed and delivered by the Borrower,  the
Administrative  Agent,  the Required  Lenders under each of the Five Year Credit
Agreement and the 364-Day  Credit  Agreement  and, with respect to paragraph 19,
each Lender under the 364-Day Credit Agreement (the date of such  effectiveness,
the "Initial Effective Date").

          (b) Paragraphs 5, 6, 7 and 17 of this Amendment shall become effective
      upon  satisfaction of each of the following  conditions (the date on which
      all such  conditions  are first  satisfied  is  referred  to herein as the
      "Merger Effective Date"):




<PAGE>



               (i) receipt by the Administrative  Agent, with copies for each of
          the Lenders,  of a certificate of the Secretary or Assistant Secretary
          of the Borrower  (which for purposes of this Section 18(b) shall means
          the company which survives the Merger) dated the Merger Effective Date
          and certifying  (A) that attached  thereto is a true and complete copy
          of the certificate of incorporation  and by-laws of the Borrower as in
          effect on the date of such certification; (B) that attached thereto is
          a true  and  complete  copy of  resolutions  adopted  by the  Board of
          Directors of the Borrower  authorizing the borrowings under the Credit
          Agreements,  the assumption of obligations of HFS  Incorporated  under
          the  Credit  Agreements  and the other  Fundamental  Documents  by the
          Borrower and the  execution,  delivery and  performance  in accordance
          with their respective terms of any documents  required or contemplated
          hereunder  (such  certificate  to state that the  resolutions  thereby
          certified  have not been  amended,  modified  revoked or rescinded and
          shall  be in form and  substance  satisfactory  to the  Administrative
          Agent);  (C) as to the  incumbency  and  specimen  signature  of  each
          officer of the  Borrower  executing  and  document  delivered by it in
          connection  herewith (such  certificate to contain a certification  by
          another  officer of the Borrower as to the incumbency and signature of
          the officer signing the certificate referred to in this paragraph (i);
          and (D) that the Merger has become  effective in  accordance  with the
          law of the State of Delaware;

               (ii) receipt by the Administrative Agent of the favorable written
          opinions,  dated  the  Merger  Effective  Date  and  addressed  to the
          Administrative Agent and the Lenders, of Skadden, Arps, Slate, Meagher
          & Flom LLP, counsel to the Borrower,  and of James E. Buckman,  Senior
          Executive Vice President and General Counsel of the Borrower,  each in
          form and substance satisfactory to the Administrative Agent.

               (iii) satisfaction on the part of the  Administrative  Agent that
          no material  adverse  change shall have  occurred  with respect to the
          business, assets, operations or condition,  financial or otherwise, of
          HFS Incorporated and its  Consolidated  Subsidiaries  taken as a whole
          since  December  31, 1996 or of CUC and is  consolidated  Subsidiaries
          taken as a whole since January 31, 1997.

               (iv)  satisfaction on the part of the  Administrative  Agent that
          all amounts payable to the Administrative  agent and the other Lenders
          pursuant hereto or with regard to the transactions contemplated hereby
          have been or are simultaneously being paid;

               (v) no litigation  shall be pending or threatened  which would be
          likely to have a Material Adverse Effect, or which could reasonably be
          expected to materially adversely affect the ability of the Borrower to
          fulfill its obligations  hereunder or to otherwise  materially  impair
          the interests of the Lenders; and

               (vi) delivery by the Borrower of a written agreement  pursuant to
          which  it  assumes  as a  primary  obligor  all  of  the  payment  and
          performance   obligations  of  HFS   Incorporated   under  the  Credit
          Agreements and the other Fundamental Documents.

      19. Extension of Maturity Date under 364-Day Credit Agreement. The Lenders
hereby confirm that the Maturity Date under the 364-day Credit Agreement has
been extended to September 30, 1998.

      20.  Representations  and Warranties.  The Borrower hereby  represents and
warrants to the Lenders that each of the  representations and warranties made by
the Borrower in the  Fundamental  Documents is true and correct on and as of the
Initial Effective Date and the Merger Effective Date, after giving effect to the
effectiveness  of this  Amendment on the Initial  Effective  Date and the Merger
Effective  Date,  respectively,  as if made on and as of  such  Effective  Date,
except to the extent such  representations and warranties expressly relate to an
earlier date.


<PAGE>



      21.   Payment  of  Expenses.   The  Borrower   agrees  to  reimburse   the
Administrative  Agent for all its  reasonable  costs and  expenses  incurred  in
connection  with the  preparation,  execution and delivery of this Amendment and
any  other  documents  prepared  in  connection  herewith  and the  transactions
contemplated  hereby,  including  without  limitation  the  reasonable  fees and
disbursements of counsel to the Administrative Agent.
      22. No Other Amendments; Confirmation. Except as expressly amended hereby,
all terms and provisions of the Credit  Agreements  and each of the  Fundamental
Documents are and shall remain in full force and effect. The amendments provided
herein are limited to the specific Sections of the Credit  Agreements  specified
herein  and  shall  not  constitute  amendments  of,  or an  indication  of  the
Administrative   Agent's  or  the  Lenders'  willingness  to  amend,  any  other
provisions  of the Credit  Agreements or the  Fundamental  Documents or the same
Sections for any other date or time period (whether or not such other provisions
or compliance with such Sections for another date or time period are affected by
the circumstances addressed in this Amendment).

     23.  GOVERNING  LAW. THIS  AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

     24.  Counterparts.  This  Amendment  may be  executed by one or more of the
parties  hereto  on any  number  of  separate  counterparts,  and  all  of  said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.  This  Amendment may be delivered by facsimile  transmission  of the
relevant signature pages hereof.





<PAGE>



     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.

                                      HFS INCORPORATED



                                      By:     /s/ Terry E. Kridler
                                            Name: Terry E. Kridler
                                            Title: Treasurer, Senior Vice
                                            President Planning and Budgets


                                      THE CHASE MANHATTAN BANK, as
                                      Administrative Agent and as a Lender


                                      By:       /s/ Stephanie Parker
                                            Name: Stephanie Parker
                                            Title: Assistant Vice President


                                      ABN-AMRO BANK N.V. NEW YORK



                                      By: ________________________________
                                            Name:
                                            Title:





                                      By: _________________________________
                                            Name:
                                            Title:


                                      BANK OF AMERICA NT&SA



                                      By:      /s/ Dale Robert Mason
                                            Name: Dale Robert Mason
                                            Title:  Vice President






<PAGE>



                                      THE BANK OF NEW YORK



                                      By:     /s/    Eliza S. Adams
                                            Name: Eliza S. Adams
                                            Title:  Vice President


                                      THE BANK OF NOVA SCOTIA



                                      By:            /s/ Brian S. Allen
                                            Name: Brian S. Allen
                                            Title: Sr. Relationship Manager


                                      BANK OF TOKYO-MITSUBISHI TRUST COMPANY



                                      By:         /s/ G. Stewart
                                            Name: G. Stewart
                                            Title: SVP & Manager


                                      BANQUE PARIBAS


                                      By:   /s/ Duane Helkowski
                                            Name: Duane Helkowski
                                            Title:  Vice President



                                      By:    /s/ Mary T. Flanagan
                                            Name: Mary T. Flanagan
                                            Title:Vice President






<PAGE>



                                      BAYERISCHE LANDESBANK GIRONZENTRALE
                                      CAYMAN ISLANDS BRANCH



                                      By:   /s/ Peter Obermann
                                            Name: Peter Obermann
                                            Title: Senior Vice President



                                      By:   /s/ Sean O'Sullivan
                                            Name: Sean O'Sullivan
                                            Title: Second Vice President


                                      BAYERISCHE VEREINSBANK AG,
                                      NEW YORK BRANCH



                                      By:      /s/ Marianne Weinzinger
                                            Name: Marianne Weinzinger
                                            Title:  Vice President


                                      By:      /s/ Pamela J. Gilliam
                                            Name: Pamela J. Gilliam
                                            Title: Assistant Treasurer


                                      CIBC INC.


                                      By:      /s/ Timothy E. Doyle
                                            Name: Timothy E. Doyle
                                            Title: Managing Director, CIBC
                                           Wood Grundy Securities Corp, as Agent


                                      CITIBANK, N.A.


                                      By: _________________________________
                                            Name:
                                            Title:






<PAGE>



                                      COMERICA BANK



                                      By:    /s/ Dan M. Roman
                                            Name: Dan M. Roman
                                            Title:  Vice President



                                      CREDIT LYONNAIS NEW
                                      NEW YORK BRANCH



                                      By:    /s/ Scott R. Chappelka
                                            Name: Scott R. Chappelka
                                            Title:  Vice President



                                      CREDIT SUISSE FIRST BOSTON



                                      By: _________________________________
                                            Name:
                                            Title:


                                      DG BANK DEUTSCHE
                                      GENOSSENSCHAFTSBANK
                                      CAYMAN ISLAND BRANCH



                                      By:     /s/ Linda J. O'Connell
                                            Name: Linda J. O'Connell
                                            Title:  Vice President



                                      By:    Karen A. Brinkman
                                            Name: Karen A. Brinkman
                                            Title:  Vice President



<PAGE>



                                      FIRST HAWAIIAN BANK



                                      By: ________________________________
                                            Name:
                                            Title:


                                      THE FUJI BANK LIMITED
                                      NEW YORK BRANCH



                                      By:    /s/ Raymond Ventura
                                            Name: Raymond Ventura
                                            Title:  Vice President & Manager


                                      THE INDUSTRIAL BANK OF JAPAN, LIMITED
                                      NEW YORK BRANCH



                                      By:      /s/ John V. Veltri
                                            Name: John V. Veltri
                                            Title: Deputy General Manager


                                      MELLON BANK, N.A.


                                      By:         /s/ David Smith
                                            Name: David Smith
                                            Title:  Vice President


                                      NATIONSBANK, N.A.


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






<PAGE>



                                      THE NORTHERN TRUST COMPANY



                                      By:     /s/ Russ Rockenbach
                                            Name: Russ Rockenbach
                                            Title: Second Vice President


                                      PNC BANK, N.A.  (approved but not with
                                      respect to the extension of the 364-Day
                                      Competitive Advance and Revolving Credit
                                      Agreement)


                                      By:      /s/ Edward M. Tessacova
                                            Name: Edward M. Tessacova
                                            Title:  Vice President


                                      ROYAL BANK OF CANADA



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


                                      THE SAKURA BANK, LIMITED


                                      By:     /s/ Yasumasa Kikuchi
                                            Name: Yasumasa Kikuchi
                                            Title: Senior Vice President


                                      THE SANWA BANK, LIMITED


                                      By: _________________________________
                                            Name:
                                            Title:






<PAGE>



                                        THE SUMITOMO BANK, LIMITED
                                        NEW YORK BRANCH



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


                                        SUMMIT BANK



                                        By:      /s/ Bruce A. Gray
                                            Name: Bruce A. Gray
                                            Title:  Vice President


                                        THE TOKAI BANK LIMITED
                                        NEW YORK BRANCH



                                        By:    /s/ Sinichi Kondo
                                            Name:   Sinichi Kondo
                                            Title: Deputy General Manager


                                        UNITED STATES NATIONAL BANK OF OREGON


                                        By:    /s/ Douglas A. Rich
                                            Name: Douglas A. Rich
                                            Title:  Vice President


                                        WESTDEUTSCHE LANDESBANK
                                        GIROZENTRALE


                                        By:     /s/ Ralph White
                                            Name: Ralph White
                                            Title:  Vice President


                                        By:    /s/ Thomas Lee
                                            Name: Thomas Lee
                                            Title: Associate




<PAGE>



                                      THE YASUDA TRUST AND BANK CO., LTD.
                                      NEW YORK BRANCH


                                      By:    /s/ Rohn Laudenschlager
                                            Name: Rohn Laudenschlager
                                            Title: Senior Vice President