ex10-3.htm


     

    Exhibit
      10.3


    SECOND
      AMENDMENT

     

    SECOND
      AMENDMENT, dated as of November 2, 2007 (this “Amendment”), to the
      Amended and Restated Competitive Advance and Revolving Credit Agreement, dated
      as of January 6, 2006 (the “Credit Agreement”), among PHH Corporation, a
      Maryland corporation (the “Borrower”), PHH Vehicle Management Services,
      Inc., a Canadian corporation (the “Canadian Subsidiary Borrower”),
      Citicorp USA, Inc., as Syndication Agent, The Bank of Nova Scotia (the
“Canadian Lender”) and Wachovia Bank, National Association, as
      Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative
      Agent.

     

    W
      I T
      N E S S E T H :

    


    WHEREAS,
      the Borrower, the Lenders and the Administrative Agent are parties to the Credit
      Agreement;

     

    WHEREAS,
      the Borrower has requested that a certain provision of the Credit Agreement
      be
      amended as set forth herein; and

     

    WHEREAS,
      the Lenders are willing to agree to such amendment on the terms set forth
      herein;

     

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

     

    1.           Defined
      Terms.  Unless otherwise defined herein, capitalized terms shall
      have the meanings given to them in the Credit Agreement.

     

    2.           Amendment
      to Section 6.1(i).  Section 6.1(i) of the Credit Agreement is
      hereby amended by deleting therefrom the following: “, if the aggregate
      principal amount of all such Indebtedness does not exceed
      $1,150,000,000”.

     

    3.           Amendment
      Fee. The Borrower shall pay to Administrative Agent for the account of each
      Lender that executes and delivers a counterpart to this Amendment on or before
      3:00 P.M. EST November 2, 2007, an amendment fee equal to 0.03% of the
      outstanding principal amount of such Lender’s Revolving
      Commitments.

     

    4.           Representations
      and Warranties.  On and as of the date hereof, the Borrower hereby
      confirms, reaffirms and restates the representations and warranties set forth
      in
      Section 3 of the Credit Agreement mutatismutandis, except to the
      extent that such representations and warranties (i) are the subject of that
      certain Waiver, dated as of December 21, 2006, to the Credit Agreement or (ii)
      expressly relate to a specific earlier date in which case the Borrower hereby
      confirms, reaffirms and restates such representations and warranties as of
      such
      earlier date.

     

    5.           Effectiveness
      of Amendment.  This Amendment shall become effective as of the
      date the Administrative Agent shall have received counterparts of this Amendment
      duly executed by the Borrower and the Required Lenders.

     

    6.           Continuing
      Effect; No Other Amendments.  Except as expressly provided herein,
      all of the terms and provisions of the Credit Agreement are and shall remain
      in
      full force and effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.           Expenses.  The
      Borrower agrees to pay and reimburse the Administrative Agent for all of its
      reasonable costs and out-of-pocket expenses incurred in connection with the
      preparation and delivery of this Amendment, including, without limitation,
      the
      reasonable fees and disbursements of counsel to the Administrative
      Agent.

     

    8.           Counterparts.  This
      Amendment may be executed in any number of counterparts by the parties hereto
      (including by facsimile or electronic transmission), each of which counterparts
      when so executed shall be an original, but all the counterparts shall together
      constitute one and the same instrument.

     

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

     

    


    


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        2

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed as of the day and the year first above written.

       

      PHH
        CORPORATION, as the Borrower

      


      


      By:
          /s/ Mark E.
        Johnson                                                                

             Name:
        Mark E. Johnson

             Title:    Vice
        President and Treasurer

      


      PHH
        VEHICLE MANAGEMENT SERVICES, INC., as the Canadian Borrower

      


      


      By:
          /s/ Mark E.
        Johnson                                                                

       Name:
        Mark E. Johnson

       Title:    Vice
        President and Treasurer

      


      JPMORGAN
        CHASE BANK, N.A., as Administrative Agent

      


      


      By:  /s/John
        J.
        Coffey                                                      

      Name:
        John J. Coffey

      Title:   Managing
        Director

      


      


      THE
        BANK
        OF NOVA SCOTIA, as the Canadian Lender

      


      


      By:  /s/Todd
        Meller                                                      

      Name:
        Todd Meller

      Title:   Managing
        Director

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      ABN
        AMRO
        Bank N.V.

      


      


      By:    /s/
        Andrew C.
        Salerno                                                                           

      Name:
        Andrew C. Salerno

      Title:  Director

      


      By:    /s/
        Michael
        DeMarco                                                                           

      Name:
        Michael DeMarco

      Title:  Vice
        President

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      BANK
        OF
        COMMUNICATIONS CO., LTD.

      NEW
        YORK
        BRANCH

      


      


      By:    /s/
        Shelby He

      Name:
        Shelby He

      Title:
        Deputy General
        Manager

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      BARCLAYS
        BANK PLC

      


      


      By:    /s/
        Nicholas
        Bell                                                                

      Name:
        Nicholas Bell

      Title:  Director

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      CALYON
        NEW YORK BRANCH

      


      


      By:    /s/
        Walter Hay Buckley

      Name:
        Walter Jay Buckley

      Title:
        Managing Director

      


      By:    /s/
        Sebastian Rocco

      Name:
        Sebastian Rocco

      Title:
        Managing Director

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      CIBC
        INC.

      


      


      By:    /s/
        Dominic J.
        Sorresso                                                                           

      Name:  Dominic
        J.
        Sorresso

      Title:
        Executive
        Director

      


      CIBC
        World Markets Corp.

      Authorized
        Signatory

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

       

      CITIBANK,
        N.A.

      


      


      By:    /s/
        Thomas A.
        Neville                                                                           

      Name:
        Thomas A. Neville

      Title:
        Attorney-in-Fact

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      CITICORP
        USA, Inc.

      


      


      By:    /s/
        Andrew L.
        Kreeger                                                                           

      Name:
        Andrew L. Kreeger

      Title:
        Vice President

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      DEUTSCHE
        BANK AG NEW YORK BRANCH

      


      


      By:    /s/
        Richard
        Herder                                                                           

      Name:
        Richard Herder

      Title:
        Managing Director

      


      By:    /s/
        Melissa
        Curry                                                                

      Name:
        Melissa Curry

      Title:
        Vice President

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
 

      HSBC
        Bank
        (USA), N.A.

      


      


      By:    /s/
        Vince
        Clark                                                                

      Name:
        Vince Clark

      Title:
        Senior Vice
        President

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      Manufacturers
        & Traders Trust Company

      


      


      By:    /s/
        Laurel L.B. Magruder

      Name:
        Laurel L.B.
        Magruder

      Title:   Vice
        President

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      MELLON
        BANK, N.A., as Lender

      


      


      By:    /s/
        Donald G. Cassidy, Jr.

      Name:
        Donald G. Cassidy,
        Jr.

      Title:  Senior
        Vice
        President

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

       

      MERRIL
        LYNCH BANK USA

      


      


      By:    /s/
        Louis
        Alder                                                                           

      Name:
        Louis Alder

      Title:  Director

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

       

      THE
        NORTHERN TRUST COMPANY

      


      


      By:    /s/
        Peter J.
        Hallan                                                                           

      Name:
        Peter J. Hallan

      Title:
        Vice President

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      Royal
        Bank of Canada

      


      


      By:    /s/
        Howard
        Lee                                                                

      Name:
        Howard Lee

      Title:
        Authorized
        Signatory

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      THE
        ROYAL
        BANK OF SCOTLAND PLC

      


      


      By:    /s/
        Angela
        Reilly                                                                

      Name:
        Angela Reilly

      Title:
        Managing Director

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      UBS
        LOAN
        FINANCE LLC

      


      


      By:    /s/
        Irja R.
        Otsa                                                                

      Name:
        Irja R. Otsa

      Title:
        Associate
        Director

      


      By:    /s/
        David B.
        Julie                                                                           

      Name:
        David B. Julie

      Title:
        Associate
        Director

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

      Wachovia
        Bank, National Association

      


      


      By:    /s/
        Karin E.
        Samuel                                                                           

      Name:
        Karin E. Samuel

      Title:
        Vice President