ex10-5.htm


     

    Exhibit
      10.5

    
 

    SECOND
      AMENDMENT, dated as of November 2, 2007 (this “Amendment”), to the Credit
      Agreement, dated as of July 21, 2006 (the “Credit Agreement”), among PHH
      CORPORATION, a Maryland corporation (the “Borrower”), the several lenders
      from time to time parties thereto (collectively, the “Lenders”) and
      JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such
      capacity, the “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 provision of the Credit Agreement be amended
      as set forth herein; and

     

    WHEREAS,
      the Lenders are willing to agree to such amendments 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, terms which are defined
      in the Credit Agreement and used herein (and in the recitals hereto) as defined
      terms are so used as so defined

     

    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 Term Loans.

     

    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 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.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and delivered in New York, New York by their proper and duly authorized
      officers as of the day and year first above written.

     

    
      	
              PHH
                CORPORATION

            
	 	 
	 	 
	
              By:

            	
              /s/
                Mark E. Johnson

            
	 	
              Name:
                Mark E. Johnson

            
	 	
              Title:   Vice
                President and Treasurer

            
	 	 
	
              JPMORGAN
                CHASE BANK, N.A., as Administrative Agent and as a
                Lender

            
	 	 
	 	 
	
              By:

            	
              /s/
                John
                J. Coffey

            
	 	
              Name:
                John J. Coffey

            
	 	
              Title:
                Managing Director

            
	 	 
	
              CITICORP
                USA, INC., as a Lender

            
	 	 
	 	 
	
              By:

            	
              /s/
                Peter Kettle

            
	 	
              Name:
                Peter Kettle

            
	 	
              Title:
                Director

            
	 	 
	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,

            
	
              as
                a Lender 

            
	 	 
	 	 
	
              By:

            	
              /s/
                Karin
                E. Samuel

            
	 	
              Name:
                Karin
                E. Samuel

            
	 	
              Title:
                Vice President

            
	 	 
	
              THE
                BANK OF NOVA SCOTIA, as a Lender

            
	 	 
	 	 
	
              By:

            	
              /s/
                Todd
                Meller

            
	 	
              Name:
                Todd
                Meller

            
	 	
              Title:
                Managing Director

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                CITICORP
                  NORTH AMERICA, INC.

              
	 	 
	
                By:

              	
                /s/
                  Andrew
                  L. Kreeger

              
	 	
                Name:
                  Andrew
                  L. Kreeger

              
	 	
                Title:
                  Vice President

              


      



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    
      	
              [LENDER]

            
	 	 
	
              By:

            	
              
                /s/
                  Laurie
                  Albright                                           /s/
                  Mason Chair

              

            
	 	
              
                Name:
                  Laurie
                  Albright                                    Mason
                  Chair

              

            
	 	
              
                Title:   Loan
                  Closer                                          Assistant
                  VP