Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

     

    AMENDMENT
      NO. 2

    TO
      THE

    AMENDED
      AND RESTATED

    LIMITED
      LIABILITY COMPANY OPERATING AGREEMENT 

    OF
      PHH HOME LOANS, LLC

    


    This
      Amendment (this “Amendment”),
      entered as of the 31st
      day of
      March, 2006, by and between PHH Broker Partner Corporation, a Maryland
      corporation (the “PHH
      Member”),
      and
      Cendant Real Estate Services Venture Partner, Inc., a Delaware corporation
      (the
“Cendant
      Member”),
      amends the Amended and Restated Limited Liability Company Operating Agreement
      of
      PHH Home Loans, LLC, dated as of January 31, 2005, by and between the PHH Member
      and the Cendant Member, as amended by Amendment No. 1 thereto, dated as of
      May
      12, 2005 (the “LLC
      Agreement”).

    


    Capitalized
      terms used in the Agreement without definition shall have the meanings given
      to
      them in the LLC Agreement.

    


    WHEREAS,
      the PHH Member and the Cendant Member desire to amend the LLC Agreement to
      modify the method for calculating the Two Year Put Price and Two Year Sale
      Price.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements set forth
      in the LLC Agreement and this Amendment, the parties hereto, intending to be
      legally bound, hereby agree as follows:

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              1.

            	
              Section
                8.4(a)(i)(1) of the LLC Agreement shall be amended in its entirety
                to read
                as follows:

            


    

    


    (1)
      The
      exercise price of the Two Year Put (the “Two
      Year Put Price”)
      shall
      be an amount equal to the sum of (A) the fair value of the Interests of the
      Cendant Member and any Affiliate thereof, which shall be determined in
      accordance with the Valuation Process described below, as of the Two Year Put
      Closing Date, plus (B) the aggregate amount of all past due quarterly
      distributions to the Cendant Member and any Affiliate thereof and any unpaid
      distribution in respect of the most recently completed Fiscal Quarter pursuant
      to Section 5.6 hereof as of the Two Year Put Closing Date, plus (C) an amount
      equal to 49.9% of the Net Income realized by the Company at any time after
      the
      end of the Fiscal Quarter most recently completed as of the Two Year Put Closing
      Date attributable to Mortgage Loans in process at any time prior to the Two
      Year
      Put Closing Date. No later than sixty (60) days prior to the Two Year Put Date,
      the Cendant Member shall deliver to the PHH member a written notice setting
      forth the Cendant Member’s calculation of (B) and (C) above and the basis for
      such calculation. Any disagreement regarding the Two Year Put Price or any
      other
      matter related to the exercise of the Two Year Put shall be resolved in
      accordance with the provisions of Section 13.6 hereof. In the event that the
      Cendant Member elects to exercise the Two Year Put, the PHH Member and the
      Cendant Member shall, and shall cause their respective Affiliates to, cooperate
      as fully as reasonably possible with one another to consummate the Two year
      Put
      transaction on the Two Year Put Date. Concurrently with the consummation of
      the
      Two Year Put transaction, the PHH Member shall pay or cause to be paid the
      Two
      Year Put Price to the Cendant Member in cash by wire transfer of immediately
      available funds to an account or accounts designated in writing by the Cendant
      Member. The “Two
      Year Put Closing Date”
shall
      be the date on which the Two Year Put is consummated. The Valuation Process
      shall proceed as follows: Each of the Cendant Member and PHH Member shall submit
      the matter to an investment banker or appraiser experienced in the valuation
      of
      mortgage banking entities (each, a “Valuation
      Expert”
      and collectively, the “Valuation
      Experts”)
      of
      their own choosing within thirty (30) days of delivery of the Two Year
      Termination Notice. Within thirty (30) days, or as soon thereafter as reasonably
      practicable, the Valuation Experts shall issue their determination of the fair
      value of the Interests of the Cendant Member and any Affiliate thereof as of
      the
      Two Year Put Closing Date, understanding and taking into consideration all
      relevant facts and circumstances, including the consequences of the Two Year
      Put
      (including, but not limited to, the automatic termination of all other
      Transaction Documents); provided,
      however,
      that if
      any party's Valuation Expert shall not have delivered its determination of
      fair
      value within seventy-five (75) days the determination of fair value of the
      other
      party's Valuation Expert shall be binding upon the parties hereto. If the
      difference between the two valuations shall be less than or equal to ten percent
      (10%), then the average of the two shall be deemed to be the fair value, which
      shall be binding upon the parties hereto. If the difference between the two
      valuations shall be greater than ten percent (10%), then the Valuation Experts
      shall within 15 days jointly select and submit the matter to a third nationally
      recognized investment banker or appraiser with experience in valuation of
      mortgage banking entities (“Third
      Expert”).
      The
      Third Expert in turn shall, within thirty (30) days, or as soon thereafter
      as
      reasonably practicable, issue its determination of fair value, which shall
      be
      binding upon the parties hereto. Cendant Member and PHH Member shall cooperate
      fully with the Valuation Experts and any Third Expert, and information provided
      to any Valuation Expert shall also be provided to the other Valuation Expert
      and
      the Third Expert in connection with their reviews. Each party shall bear all
      fees and expenses of its own Valuation Expert, and the parties shall bear
      equally the fees and expenses of any Third Expert.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Section
                8.4(a)(ii)(2) of the LLC Agreement shall be amended in its entirety
                to
                read as follows:

            


    

    


    (2)
      The
      sale price (the “Two
      Year Sale Price”)
      of the
      PHH Member’s Interest to the Cendant Designated Buyer shall be an amount equal
      to the sum of (A) the fair value of the PHH Member’s Interests , which shall be
      determined in accordance with the Valuation Process described below, as of
      the
      Two Year Sale Date, plus (B) the aggregate amount of all past due quarterly
      distributions to the PHH Member and any Affiliate thereof and any unpaid
      distribution in respect of the most recently completed Fiscal Quarter pursuant
      to Section 5.6 hereof as of such date, plus (C) an amount equal to 50.1% of
      the
      Net Income realized by the Company at any time after the end of the Fiscal
      Quarter most recently completed as of the Two Year Sale Date attributable to
      Mortgage Loans in process at any time prior to the Two Year Sale Date. No later
      than sixty (60) days prior to the Two Year Sale Date, the Cendant Member shall
      deliver to the PHH member a written notice setting forth the Cendant Member’s
      calculation of (B) and (C) above and the basis for such calculation. Any
      disagreement regarding the Two Year Sale Price or any other matter related
      to
      the exercise of the Two Year Sale shall be resolved in accordance with the
      provisions of Section 13.6 hereof. The Valuation Process shall proceed as
      follows: Each of the Cendant Member and PHH Member shall submit the matter
      to a
      Valuation Expert of
      their
      own choosing within thirty (30) days of delivery of the Two Year Termination
      Notice. Within thirty (30) days, or as soon thereafter as reasonably
      practicable, the Valuation Experts shall issue their determination of the fair
      value of the PHH Member's Interest as of the Two Year Sale Date; provided,
      however,
      that if
      any party's Valuation Expert shall not have delivered its determination of
      fair
      value within seventy-five (75) days the determination of fair value of the
      other
      party's Valuation Expert shall be binding upon the parties hereto. If the
      difference between the two valuations shall be less than or equal to ten percent
      (10%), then the average of the two shall be deemed to be the fair value, which
      shall be binding upon the parties hereto. If the difference between the two
      valuations shall be greater than ten percent (10%), then the Valuation Experts
      shall within 15 days jointly select and submit the matter to a Third
      Expert.
      The
      Third Expert in turn shall, within thirty (30) days, or as soon thereafter
      as
      reasonably practicable, issue its determination of fair value, which shall
      be
      binding upon the parties hereto. Cendant Member and PHH Member shall cooperate
      fully with the Valuation Experts and any Third Expert, and information provided
      to any Valuation Expert shall also be provided to the other Valuation Expert
      and
      the Third Expert in connection with their reviews. Each party shall bear all
      fees and expenses of its own Valuation Expert, and the parties shall bear
      equally the fees and expenses of any Third Expert.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              The
                term “Agreement”
                as used in the LLC Agreement shall be deemed to refer to the LLC
                Agreement
                as amended hereby. Except as set forth herein, the LLC Agreement
                shall
                remain in full force and effect and shall be otherwise unaffected
                hereby.
                In the event of any conflict or inconsistency between the provisions
                of
                the Amendment, on the one hand, and the LLC Agreement, on the other
                hand,
                with respect to the matters set forth herein and contemplated hereby,
                the
                provisions of this Amendment shall govern such conflict or
                inconsistently.

            


    

    


    
      	4.	
              This
                Amendment may be executed in any number of counterparts, and each
                of such
                counterparts shall for all purposes be deemed an original, but all
                such
                counterparts shall together constitute but one and the same
                agreement.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment to the LLC
      Agreement, effective as of the date first written above.

    


     

    
      
        	 	
                CENDANT
                  REAL ESTATE SERVICES

              	 
	 	
                VENTURE
                  PARTNER, INC.

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  David J. Weaving

              	 
	 	 	
                Name:
                  David J. Weaving

              	 
	 	 	
                Title:

              	 
	 	 	 	 
	 	
                PHH
                  BROKER PARTNER

              	 
	 	
                CORPORATION

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Terence Edwards

              	 
	 	 	
                Name:
                  Terence Edwards

              	 
	 	 	
                Title:

              	 


      

    

     

    5