exv10w1w2







Exhibit 10.1.2




THIRD AMENDMENT




     THIRD AMENDMENT, dated as of March 27, 2008 (this “Amendment”), to the Amended and
Restated Competitive Advance and Revolving Credit Agreement, dated as of January 6, 2006 (as
previously amended, the “Credit Agreement”), among PHH Corporation, a Maryland corporation
(the “Borrower”), PHH Vehicle Management Services, Inc., a Canadian corporation (the
“Canadian Subsidiary Borrower”), the lenders from time to time party thereto (the
“Lenders”), 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 7(e). Section 7(e) of the Credit Agreement is hereby amended
by inserting the following at the end of the first proviso following subclause (iii) therein:




     “or with respect to any Indebtedness that is convertible, in whole or in part, into shares of capital stock of the Borrower and/or cash based on any formula(s) that reference
the trading price of shares of capital stock of the Borrower, any payment for settlement
(whether in cash or otherwise) upon conversion thereof”.



     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 Noon (New York
City time) on March 27, 2008, an amendment fee equal to 0.025% 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 mutatis mutandis, except to the extent that such representations
and warranties 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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     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 Johson 	 
	 	 	Name:  	Mark E Johson 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



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

 	 
	 	By:  	/s/ Mark E Johson 	 
	 	 	Name:  	Mark E Johson 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



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

 	 
	 	By:  	/s/ John J Coffey 	 
	 	 	Name:  	John J Coffey 	 
	 	 	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 	 
	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/ Nicholas Bell	 
	 	 	Name:  	Nicholas Bell 	 
	 	 	Title:  	Director 	 
	 
	 	BANK OF COMMUNICATIONS CO., LTD., 

New York Branch

 	 
	 	By:  	/s/ Shelley He	 
	 	 	Name:  	Shelley He 	 
	 	 	Title:  	Deputy General Manager 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Stephanie Brown	 
	 	 	Name:  	Stephanie Brown 	 
	 	 	Title:  	Vice President 	 
	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

 	 
	 	By:  	/s/ Joseph W. Linder	 
	 	 	Name:  	Joseph W. Linder 	 
	 	 	Title:  	Vice President 	 




 











 





	 	 	 	 	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/ Sebastian Rocco

	 
	 	 	Name:  	Sebastian Rocco	 
	 	 	Title:  	Managing Director 	 
	 
	 	CIBC INC.

 	 
	 	By:  	/s/ Dominic J. Sorresso	 
	 	 	Name:  	Dominic J. Sorresso 	 
	 	 	Title:  	Executive Director 	 
	 
	 	CITIBANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITICORP USA, INC.

 	 
	 	By:  	/s/ Hugo Arias	 
	 	 	Name:  	Hugo Arias 	 
	 	 	Title:  	Director 	 
	 
	 	MANUFACTURERS & TRADERS TRUST COMPANY

 	 
	 	By:  	/s/ Laurel LB Magruder	 
	 	 	Name:  	Laurel LB Magruder 	 
	 	 	Title:  	Vice President 	 
	 
	 	MELLON BANK, N.A.

 	 
	 	By:  	/s/ Donald G. Cassidy, Jr.	 
	 	 	Name:  	Donald G. Cassidy, Jr. 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MERILL LYNCH BANK USA

 	 
	 	By:  	/s/ David Millett	 
	 	 	Name:  	David Millett 	 
	 	 	Title:  	Vice President 	 
	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By:  	/s/ Robert Gallagher	 
	 	 	Name:  	Robert Gallagher 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/ Howard Lee	 
	 	 	Name:  	Howard Lee 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	BANK OF NOVA SCOTIA, as the Canadian Lender

 	 
	 	By:  	/s/ David Mahmood	 
	 	 	Name:  	David Mahmood 	 
	 	 	Title:  	Managing Director 	 
	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Peter J. Hallan	 
	 	 	Name:  	Peter J. Hallan 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE ROYAL BANK OF SCOTLAND

 	 
	 	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/ Mary E. Evans	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 
	 	WACHOVIA BANK, National Association

 	 
	 	By:  	/s/ Tray Jones	 
	 	 	Name:  	Tray Jones 	 
	 	 	Title:  	Vice President 	 
	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Sid Khanolkar	 
	 	 	Name:  	Sid Khanolkar 	 
	 	 	Title:  	Vice President