Unassociated Document


     

    Exhibit
      10.2

     

    FIRST
      AMENDMENT, dated as of February 22, 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 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. Amendment
      to Section 1 (Definitions).
      Section
      1 of the Credit Agreement is hereby amended as follows:

     

    (i)
      by
      deleting the following defined term in its entirety:

     

    “Commitment
      Fee”;

    


    (ii)
      by
      deleting the words “, the Commitment Fee” appearing subsequent to the words “the
      Loans” 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.

     

    


     

    3. Amendment
      to Section 2.8 (Fees).
      Section
      2.8 of the Credit Agreement is hereby amended by deleting the text of clause
      (a)
      therein in its entirety and replacing it with the word “[reserved]”.


     

    4. Amendment
      to Section 2.13 (Termination and Reduction of Commitments).
      Section
      2.13 of the Credit Agreement is hereby amended by deleting the following
      language from clause (d) therein:

     

    “The
      Borrower shall pay to the Administrative Agent for the account
      of the
      Lenders on the date of each termination or reduction in the
      Total Commitment,
      the Commitment Fees on the amount of the Commitment so terminated
      or reduced accrued to the date of such termination or reduction.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5. Amendment
      to Section 2.16 (Reserve Requirements; Change in Circumstances).
      Section 2.16 of the Credit Agreement is hereby amended by deleting the words
“,
      Commitment Fees” which appear subsequent to the words “accrued interest” and
      prior to the words “and all other amounts” in the second sentence of clause (f)
      therein.

     

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

     

    “Section
      2.23 Certain
      Pricing Adjustments.
      

     

    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

            	
              Applicable
                

              LIBOR
                Spread 

              (in
                Basis Points)

            	
              Applicable

              FFR
                Spread 

              (in
                Basis Points)

            
	 	 	 	 
	
              Level
                I

            	
              BBB/Baa3
                or BBB-/Baa2 

              or
                better

            	
               

              87.5

            	
               

              87.5

            
	
              Level
                II

            	
              BBB-/Baa3

            	
              100.0

            	
              100.0

            
	
              Level
                III

            	
              BBB-/Ba1
                or BB+/Baa3 

            	
              125.0

            	
              125.0

            
	
              Level
                IV

            	
              BB+/Ba1
                or worse

            	
              150.0

            	
              150.0

            


    

    


     

    With
      respect to Level I and 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 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
      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
      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 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.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    7. Amendment
      to Section 8.2 of the Credit Agreement (Advances and Payments). Section 8.2
      of
      the Credit Agreement is hereby amended by deleting paragraph (b) therein in
      its
      entirety and replacing it with the following paragraph:

     

     “(b)
      Any
      amounts received by the Administrative Agent in connection with
      this Agreement
      or the Loans the application of which is not otherwise provided for shall
      be applied,
      in accordance with each of the Lenders’ pro rata interest therein, first,
      to
      pay accrued
      but unpaid interest on the Loans, second,
      to pay
      the principal balance outstanding on
      the
      Loans and third,
      to pay
      other amounts payable to the Administrative Agent and/or the
      Lenders. All amounts to be paid to any of the Lenders by the Administrative
      Agent shall
      be
      credited to the applicable Lenders, after collection by the Administrative
      Agent, in
      immediately available funds either by wire transfer or deposit in such
      Lender’s correspondent
      account with the Administrative Agent, or as such Lender and
      the Administrative
      Agent shall from time to time agree.”

    


    8. 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.

     

    9. Termination
      of Commitments.
      The
      outstanding Commitments under the Credit Agreement shall be automatically
      terminated on the effective date of this Amendment. 

     

    10. 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.

     

    11. 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.

     

    12. 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.


     

    13. 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    14. 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