Unassociated Document


    Exhibit
      10.1

     

     

                FIRST
      AMENDMENT,
      dated as of February 22, 2007 (this “Amendment”),
      to
      the 364-Day Revolving Credit Agreement, dated as of April 6, 2006 (as previously
      amended by the letter agreement dated July 21, 2006 and as further amended,
      supplemented or otherwise modified from time to time, 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 certain provisions 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.  Amendments
      to the Table of Contents.
      The
      Table of Contents of the Credit Agreement is hereby amended by adding references
      to the following new Exhibits F and G (attached as Annexes 1 and 2 hereto,
      respectively):

     

    F Form
      of
      New Lender Supplement

    G
       Form
      of
      Commitment Increase Supplement

    


    3.  Amendment
      to Section 1 (Definitions).
      Section
      1 of the Credit Agreement is hereby amended as follows:

     

    (i)
      by
      deleting the following defined terms in their entirety: 

     

     

    “Commitment
      Utilization Percentage”;

     

    “Excess
      Utilization Day”

     

    “Utilization
      Fee”;
      and

     

    “Utilization
      Fee Percentage”;

     

     

    (ii)
      by
      deleting the words “, the Utilization Fee” appearing subsequent to the words
“the Facility Fee” and prior to the words “and all other monetary” on the third
      line of the definition of the term “Obligations”;
      and

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii)
      by
      deleting the following defined term in its entirety and substituting in lieu
      thereof the following new definition:

     

    “Termination
      Date”
shall
      mean December 15, 2007.


     

    4.  Amendment
      to Section 2.8 (Fees).
      Section
      2.8 of the Credit Agreement is hereby amended by deleting the text of paragraph
      (b) therein and replacing it with the word “[reserved]”. 

     

    5.  Amendments
      to Section 2.13 (Termination and Reduction of Commitments).
      Section
      2.13 of the Credit Agreement is hereby amended as follows:

     

    (a)
      by
      adding to the title, after “Termination of and Reduction of Commitments”, the
      following clause:

     

    “;
      Increase of Commitments”;

     

    (b)
      by
      deleting from the second sentence of paragraph (d) therein (i) the “,” between
      the words “Total Commitment” and words “the Facility Fees” and (ii) the words
“and the Utilization Fees” subsequent to the words “the Facility Fees” and prior
      to the words “on the amount”; and


     

    (c)
      by
      inserting the following new paragraphs (e), (f), (g) and (h):

     

    (e)
      In
      the
      event that the Borrower wishes to increase the Total Commitment at any time
      when
      no Default or Event of Default has occurred and is continuing, it shall notify
      the Administrative Agent in writing of the amount (the “Offered Increase
      Amount”) of such proposed increase (such notice, a “Commitment Increase
      Notice”), and the Administrative Agent shall notify each Lender of such proposed
      increase and provide such additional information regarding such proposed
      increase as any Lender may reasonably request. The Borrower may, at its election
      and with the consent of the Administrative Agent (which consent shall not be
      unreasonably withheld), (i) offer one or more of the Lenders the opportunity
      to
      participate in all or a portion of the Offered Increase Amount pursuant to
      paragraph (g) below and/or (ii) offer one or more additional banks, financial
      institutions or other entities the opportunity to participate in all or a
      portion of the Offered Increase Amount pursuant to paragraph (f) below. Each
      Commitment Increase Notice shall specify which entities the Borrower desires
      to
      participate in such Commitment increase. The Borrower or, if requested by the
      Borrower, the Administrative Agent, will notify such Lenders and/or banks,
      financial institutions or other entities of such offer.

     

    (f)
      Any
      additional bank, financial institution or other entity which the Borrower
      selects to offer participation in the increased Commitments and which elects
      to
      become a party to this Agreement and provide a Commitment in an amount so
      offered and accepted by it pursuant to Section 2.13(e)(ii) shall execute a
      New
      Lender Supplement with the Borrower and the Administrative Agent, substantially
      in the form of Exhibit F, whereupon such bank, financial institution or other
      entity (herein called a “New Lender”) shall become a Lender for all purposes and
      to the same extent as if originally a party hereto and shall be bound by and
      entitled to the benefits of this Agreement, and Schedule 1.1A shall be deemed
      to
      be amended to add the name and Commitment of such New Lender, provided that
      the
      Commitment of any such new Lender shall be in an amount not less than
      $5,000,000.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (g)
      Any
      Lender which accepts an offer to it by the Borrower to increase its Commitment
      pursuant to Section 2.13(e)(i) shall, in each case, execute a Commitment
      Increase Supplement with the Borrower and the Administrative Agent,
      substantially in the form of Exhibit G, whereupon such Lender shall be bound
      by
      and entitled to the benefits of this Agreement with respect to the full amount
      of its Commitment as so increased, and Schedule 1.1A shall be deemed to be
      amended to so increase the Commitment of such Lender.

     

    (h)
      Notwithstanding anything to the contrary in this Section 2.13, (i) in no event
      shall any transaction effected pursuant to this Section 2.13 cause the Total
      Commitment to exceed $500,000,000 and (ii) no Lender shall have any obligation
      to increase its Commitment unless it agrees to do so in its sole
      discretion.

     

    6.  Amendment
      to Section 2.16 (Reserve Requirements; Change in Circumstances).
      Section
      2.16 of the Credit Agreement is hereby amended by deleting the words “,
      Utilization Fee” subsequent to the words “Facility Fees” and prior to the words
“and all other” on the third to last line of paragraph (f) thereof.

     

    7.  Amendment
      to Section 2.23 (Certain Pricing Adjustments).
      Section
      2.23 of the Credit Agreement is hereby amended by deleting the existing text
      contained therein in its entirety and inserting in lieu thereof the following
      new text :

     

    “The
      Facility Fee, the applicable LIBOR Spread and the applicable FFR Spread in
      effect  from
      time
      to time shall be determined in accordance with the following table:

     

    
      	
              Level

            	 	
              “S&P/Moody’s
                Rating Equivalent of the Borrower’s senior unsecured

              long-term
                debt

            	 	
              Facility
                Fee

              (in
                Basis Points)

            	 	
              Applicable
                

              LIBOR
                Spread 

              (in
                Basis Points)

            	 	
              Applicable

              FFR
                Spread 

              (in
                Basis Points)

            	 
	 	 	 	 	 	 	 	 	 	 
	
              Level
                I

            	
               

            	
               

            	
              BBB/Baa3
                orBBB-/Baa2 

              or
                better

            	 	 	
              
              

              12.0

            	
               

            	
               

            	
              
              

              75.5

            	
               

            	
               

            	
              
              

              75.5

            	
               

            
	
              Level
                II

            	
               

            	
               

            	
              BBB-/Baa3

            	
               

            	
               

            	
              17.5

            	
               

            	
               

            	
              82.5

            	
               

            	
               

            	
              82.5

            	
               

            
	
              Level
                III

            	
               

            	
               

            	
              BBB-/Ba1
                or BB+/Baa3 

            	
               

            	
               

            	
              20.0

            	
               

            	
               

            	
              105.0

            	
               

            	
               

            	
              105.0

            	
               

            
	
              Level
                IV

            	
               

            	
               

            	
              BB+/Ba1
                or worse

            	
               

            	
               

            	
              22.5

            	
               

            	
               

            	
              127.5

            	
               

            	
               

            	
              127.5

            	 


    

    


     

    With
      respect to Level I or Level II in the table above, in the event the S&P and
      Moody’s ratings on the Borrower’s senior non-credit enhanced unsecured long-term
      debt are not equivalent to each other, the higher rating of S&P and Moody’s
      will determine the Facility Fee, the applicable LIBOR Spread and the applicable
      FFR Spread, unless the ratings are more than one level apart, in which case
      the
      rating one level below the higher rating of S&P or Moody’s will be
      determinative. In the event that (a) the Borrower’s senior non-credit enhanced
      unsecured long-term debt is not rated by both of S&P or Moody’s (for any
      reason, including if S&P or Moody’s shall cease to be in the business of
      rating corporate debt obligations) or (b) if the rating system of either of
      S&P or Moody’s shall change, then an amendment shall be negotiated in good
      faith (and shall be effective only upon approval by the Borrower and the
      Majority Lenders) to the references to specific ratings in the table above
      to
      reflect such changed rating system or the unavailability of ratings from such
      rating agency (including an amendment to provide for the substitution of an
      equivalent or successor ratings agency). In the event that the Borrower’s senior
      non-credit enhanced unsecured long-term debt is not rated by either of S&P
      and Moody’s, then the Facility Fee, the applicable LIBOR Spread and the
      applicable FFR Spread shall be deemed to be 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    calculated
      as if the lowest rating category set forth above applied until such time as
      an
      amendment to the table above shall be agreed to. Any increase in the Facility
      Fee, the applicable LIBOR Spread or the applicable FFR Spread determined in
      accordance with the foregoing table shall become effective on the date of
      announcement or publication by the Borrower or the applicable rating agency
      of a
      reduction in such rating or, in the absence of such announcement or publication,
      on the effective date of such decreased rating, or on the date of any request
      by
      the Borrower to the applicable rating agency not to rate its senior non-credit
      enhanced unsecured long-term debt or on the date any of such rating agencies
      announces it shall no longer rate the Borrower’s senior non-credit enhanced
      unsecured long-term debt. Any decrease in the Facility Fee, the applicable
      LIBOR
      Spread or the applicable FFR Spread shall be effective on the date of
      announcement or publication by any of such rating agencies of an increase in
      rating or in the absence of announcement or publication on the effective date
      of
      such increase in rating.”

     

    8.  Amendment
      to Section 8.2 of the Credit Agreement (Advances and Payments). Section
      8.2 of the Credit Agreement is hereby amended by deleting the words “and
      Utilization Fees” from the clause “first”
in
      paragraph (b) therein.

     

    9.  Amendment
      to Section 10.9 of the Credit Agreement (Amendments, etc.).
      Section
      10.9 of the Credit Agreement is hereby amended by deleting the words “or the
      Utilization Fees” from the clause (y) in paragraph (a) therein. 

     

    10.  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 (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.

     

    11.  Partial
      Termination of Commitments.
      The
      outstanding Commitments under the Credit Agreement shall automatically be
      reduced to $200,000,000 upon the effectiveness of this Amendment. 

     

    12.  Effectiveness
      of Amendment.
      This
      Amendment shall become effective as of the date:

     

    (a)
      the
      Administrative Agent shall have received counterparts of this Amendment duly
      executed by the Borrower and each Lender; and

     

    (b)
      the
      Administrative Agent and each Lender shall have received all fees due and
      payable by the Borrower on or prior to the effectiveness of this Amendment
      in
      connection herewith.

     

    13.  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.

     

    14.  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.


     

    15.  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.

     

    16.  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 & Treasurer

     

     

    JPMORGAN
      CHASE BANK, N.A., 

     as
      Administrative Agent and as
      a Lender

     

    By:
       /s/
      Richard J. Poworoznek  

    Name:
      Richard J. Poworoznek 

    Title:
      Vice President

     

    


    CITICORP
      USA, INC., as a Lender

     

    By:
       /s/
      Kevin A. Ege   

    Name:
      Kevin
      A.
      Ege

    Title:
      Vice President

    
 

    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