Exhibit 10.1.3
   Amendment Existing Credit Agreement Credit Agreement Borrower Canadian Subsidiary Borrower Lenders
 W I T N E S S E T H
     Defined Terms
 Amendments Fourth Amendment
Effective Date Exhibit A
 Lender Addendum
 Extension of Maturity Date i.e. Non-Extending Revolving Lender i.e.
 
 [***]
    
    INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.
ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.




---



##### 



2   Reduction and Adjustments in Revolving Commitments
  Increasing Lender New Lenders
 Allocation and Repayment of Revolving Loans and Letters of Credit




---



##### 



3   Conditions to Effectiveness




---



##### 



4  Waivers
 Representations and Warranties
   Payment of Expenses
 No Other Amendment or Waivers; Confirmation
 GOVERNING LAW; WAIVER OF JURY TRIAL; MISCELLANEOUS
 THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
 EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 10.11 OF THE CREDIT AGREEMENT AS
IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.




---



##### 



5    Severability
 Headings
 Signature Pages Follow




---



##### 



PHH CORPORATION, as the BorrowerBy:
    /s/ Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President and TreasurerPHH VEHICLE MANAGEMENT SERVICES, INC., as the
Canadian Subsidiary BorrowerBy:
    /s/ Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice President and Treasurer PHH Corporation  Fourth Amendment




---



##### 



7 JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a LenderBy:
    /s/ Richard J. PoworoznekName:
    Richard J. PoworoznekTitle:
    Executive Director PHH Corporation  Fourth Amendment




---



##### 



8 Name of Extending Revolving Lender:
BANK OF AMERICA, N.A.By:
    /s/ William SooName:
    William SooTitle:
    Vice President PHH Corporation  Fourth Amendment




---



##### 



9 Name of Extending Revolving Lender:
BARCLAYS BANK PLCBy:
    /s/ Alicia BorysName:
    Alicia BorysTitle:
    Assistant Vice President PHH Corporation  Fourth Amendment




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##### 



10 Name of Extending Revolving Lender:
CIBC INC.By:
    /s/ Dominic J. SorressoName:
    Dominic J. SorressoTitle:
    Executive DirectorCIBC World Markets Corp.
Authorized Signatory PHH Corporation  Fourth Amendment




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##### 



11 Name of Extending Revolving Lender:
CITIBANK, N.A.By:
    /s/ Christina H. ParkName:
    Christina H. ParkTitle:
    Director PHH Corporation  Fourth Amendment




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##### 



12 Name of Extending Revolving Lender:
DEUTSCHE BANK AG NEW YORK BRANCHBy:
    /s/ Robert ChesleyName:
    Robert ChesleyTitle:
    DirectorBy:
    /s/ Kathleen BowersName:
    Kathleen BowersTitle:
    Director PHH Corporation  Fourth Amendment




---



##### 



13 Name of Extending Revolving Lender:
Manufacturers & Traders Trust CompanyBy:
    /s/ Laurel LB MagruderName:
    Laurel LB MagruderTitle:
    Vice President PHH Corporation  Fourth Amendment




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##### 



14 Name of Extending Revolving Lender:
ROYAL BANK OF CANADABy:
    /s/ Tim StephensName:
    Tim StephensTitle:
    Director PHH Corporation  Fourth Amendment




---



##### 



15 Name of Extending Revolving Lender:
The Bank of New York MellonBy:
    /s/ Gregory MullerName:
    Gregory MullerTitle:
    Managing Director PHH Corporation  Fourth Amendment




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##### 



16 THE BANK OF NOVA SCOTIA,
as Canadian Revolving Lender and as a LenderBy:
    /s/ David MahmoodName:
    David MahmoodTitle:
    Managing Director PHH Corporation  Fourth Amendment




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##### 



17 Name of Extending Revolving Lender:
THE ROYAL BANK OF SCOTLAND PLCBy:
    /s/ L. Peter YetmanName:
    L. Peter YetmanTitle:
    SVP PHH Corporation  Fourth Amendment




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##### 



18 Name of Extending Revolving Lender:
THE ROYAL BANK OF SCOTLAND N.V.By:
    /s/ Michiel van SchaardenburgName:
    Michiel van SchaardenburgTitle:
    Managing Director PHH Corporation  Fourth Amendment




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##### 



19 Name of Extending Revolving Lender:
WELLS FARGO BANK, N.A.By:
    /s/ Tracy MoosbruggerName:
    Tracy MoosbruggerTitle:
    Managing Director PHH Corporation  Fourth Amendment




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##### 



20 Name of Extending Revolving Lender:
WESTLB AG, NEW YORK BRANCHBy:
    /s/ Laura A. SpichigerName:
    Laura A. SpichigerTitle:
    Executive DirectorBy:
    /s/ Pui ChowName:
    Pui ChowTitle:
    Director PHH Corporation  Fourth Amendment




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##### 



21 Name of Extending Revolving Lender:
WILLIAM STREET COMMITMENT
CORPORATION (Recourse only to assets of William
Street Commitment Corporation)By:
    /s/ Mark WaltonName:
    Mark WaltonTitle:
    Assistant Vice President PHH Corporation  Fourth Amendment




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##### 



Non-Extended
    
    ExtendedRevolving
    
    RevolvingRevolving Lender
    
    Commitment1
    
    CommitmentJPMorgan Chase Bank, N.A.
    
    $
    [***]Citibank, N.A.
    
    $
    [***]Bank of America, N.A.
    
    $
    [***]Wells Fargo Bank, National Association
    
    $
    [***]The Royal Bank of Scotland plc
    
    $
    [***]The Royal Bank of Scotland N.V.
    
    $
    [***]Deutsche Bank AG New York Branch
    
    $
    [***]Manufacturers & Traders Trust Company
    
    $
    [***]Barclays Bank PLC
    
    $
    [***]Royal Bank of Canada
    
    $
    [***]The Bank of New York Mellon
    
    $
    [***]CIBC World Markets Corp.
    
    $
    [***]WestLB AG, New York Branch
    
    $
    [***]Goldman Sachs Lending Partners
    
    $
    [***]The Bank of Nova Scotia (Canadian Revolving Commitment)
    
    $
    [***]Bank of Montreal
    
    
    
    
    
    $
    [***]Calyon New York Branch
    
    
    
    
    
    $
    [***]HSBC Bank USA, N.A.
    
    
    
    
    
    $
    [***]UBS Loan Finance LLC
    
    
    
    
    
    $
    [***]Mizuho Corporate Bank, Ltd.
    
    
    
    
    
    $
    [***]The Northern Trust Company
    
    
    
    
    
    $
    [***]First Commercial Bank New York Agency
    
    
    
    
    
    $
    [***]Bank of Communications, New York Branch
    
    
    
    
    
    $
    [***]Total
    
    $
    525,000,000
    
    
    $
    280,000,000
 
 1
    
    After giving effect to the reduction of the Revolving
Commitments and Canadian Revolving Commitment pursuant to Section 5 of the
Fourth Amendment.[***]
    
    INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.




---



##### 



23




---



##### 



Exhibit A
 
 
 
  
 
  
 
  
 
 J.P. MORGAN SECURITIES INC.
    
    CITIGROUP GLOBAL MARKETS INC.
    
    BANC OF AMERICA SECURITIES LLC
    
    RBS SECURITIES INC.
    
    WELLS FARGO SECURITIES, LLC




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##### 



Table of Contents
 Page1. DEFINITIONS
    
    
    12. THE LOANS
    
    
    20SECTION 2.1. Commitments
    
    
    20SECTION 2.2. Loans
    
    
    21SECTION 2.3. Use of Proceeds
    
    
    22SECTION 2.4. [RESERVED]
    
    
    22SECTION 2.5. Revolving Credit Borrowing Procedure
    
    
    22SECTION 2.6. Canadian Revolving Borrowing Procedure
    
    
    23SECTION 2.7. Refinancings
    
    
    23SECTION 2.8. Fees
    
    
    24SECTION 2.9. Repayment of Loans; Evidence of Debt
    
    
    25SECTION 2.10. Interest on Loans
    
    
    26SECTION 2.11. Interest on Overdue Amounts
    
    
    27SECTION 2.12. Alternate Rate of Interest
    
    
    27SECTION 2.13. Termination and Reduction of Commitments; Increase of Revolving
Commitments; Extension of Non-Extended Revolving Commitment
    
    
    28SECTION 2.14. Prepayment of Loans
    
    
    29SECTION 2.15. Eurocurrency Reserve Costs
    
    
    30SECTION 2.16. Reserve Requirements; Change in Circumstances
    
    
    31SECTION 2.17. Change in Legality
    
    
    33SECTION 2.18. Reimbursement of Lenders
    
    
    33SECTION 2.19. Pro Rata Treatment
    
    
    34SECTION 2.20. Right of Setoff
    
    
    34SECTION 2.21. Manner of Payments; Special Application of Payments
    
    
    34SECTION 2.22. Withholding Taxes
    
    
    35SECTION 2.23. Certain Pricing Adjustments
    
    
    36SECTION 2.24. Revolving Letters of Credit
    
    
    38SECTION 2.25. Canadian Letters of Credit
    
    
    43SECTION 2.26. Canadian Bankers Acceptances
    
    
    47SECTION 2.27. Extension Option
    
    
    48SECTION 2.28. Defaulting Lenders.
    
    
    49SECTION 2.29. Replacement of Lenders
    
    
    503. REPRESENTATIONS AND WARRANTIES OF BORROWER
    
    
    51SECTION 3.1. Corporate Existence and Power
    
    
    51SECTION 3.2. Corporate Authority and No Violation
    
    
    51SECTION 3.3. Governmental and Other Approval and Consents
    
    
    51SECTION 3.4. Financial Statements of Borrower
    
    
    52SECTION 3.5. No Material Adverse Change
    
    
    52SECTION 3.6. Copyrights, Patents and Other Rights
    
    
    52SECTION 3.7. Title to Properties
    
    
    52SECTION 3.8. Litigation
    
    
    52SECTION 3.9. Federal Reserve Regulations
    
    
    52SECTION 3.10. Investment Company Act
    
    
    53SECTION 3.11. Enforceability
    
    
    53SECTION 3.12. Taxes
    
    
    53SECTION 3.13. Compliance with ERISA
    
    
    53- i -




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##### 



PageSECTION 3.14. Disclosure
    
    
    53SECTION 3.15. Environmental Liabilities
    
    
    544. CONDITIONS OF LENDING
    
    
    54SECTION 4.1. [RESERVED]
    
    
    54SECTION 4.2. Conditions Precedent to Each Loan and Letter of Credit
    
    
    545. AFFIRMATIVE COVENANTS
    
    
    55SECTION 5.1. Financial Statements, Reports, etc
    
    
    55SECTION 5.2. Corporate Existence; Compliance with Statutes
    
    
    56SECTION 5.3. Insurance
    
    
    56SECTION 5.4. Taxes and Charges
    
    
    56SECTION 5.5. ERISA Compliance and Reports
    
    
    57SECTION 5.6. Maintenance of and Access to Books and Records; Examinations
    
    
    57SECTION 5.7. Maintenance of Properties
    
    
    576. NEGATIVE COVENANTS
    
    
    57SECTION 6.1. Limitation on Subsidiary Indebtedness and Borrower Indebtedness
    
    
    58SECTION 6.2. Limitation on Transactions with Affiliates
    
    
    59SECTION 6.3. Consolidation, Merger, Sale of Assets
    
    
    59SECTION 6.4. Limitations on Liens
    
    
    59SECTION 6.5. Sale and Leaseback
    
    
    61SECTION 6.6. Consolidated Net Worth
    
    
    61SECTION 6.7. Ratio of Indebtedness To Tangible Net Worth
    
    
    61SECTION 6.8. Accounting Practices
    
    
    61SECTION 6.9. Restrictions Affecting Subsidiaries
    
    
    61SECTION 6.10. Maintenance of Available Borrowing Capacity
    
    
    62SECTION 6.11. Limitation on Negative Pledge Clauses
    
    
    62SECTION 6.12. Limitation on Certain Payments and Restricted Payments
    
    
    637. EVENTS OF DEFAULT
    
    
    638. THE ADMINISTRATIVE AGENT AND EACH REVOLVING ISSUING LENDER
    
    
    65SECTION 8.1. Administration by Administrative Agent
    
    
    65SECTION 8.2. Advances and Payments
    
    
    66SECTION 8.3. Sharing of Setoffs and Cash Collateral
    
    
    66SECTION 8.4. Notice to the Lenders; Notice of Default
    
    
    67SECTION 8.5. Liability of the Administrative Agent
    
    
    67SECTION 8.6. Reimbursement and Indemnification
    
    
    68SECTION 8.7. Rights of Administrative Agent
    
    
    68SECTION 8.8. Independent Investigation by Lenders
    
    
    69SECTION 8.9. Notice of Transfer
    
    
    69SECTION 8.10. Successor Administrative Agent
    
    
    69SECTION 8.11. Resignation of a Revolving Issuing Lender; Duties of Revolving Issuing
Lender
    
    
    70SECTION 8.12. Syndication Agent and Co-Documentation Agents
    
    
    709. PARENT GUARANTY OF SUBSIDIARY BORROWER OBLIGATIONS
    
    
    70SECTION 9.1. Guaranty
    
    
    70SECTION 9.2. No Subrogation
    
    
    71SECTION 9.3. Amendments, etc. with respect to the Obligations; Waiver of Rights
    
    
    71SECTION 9.4. Parent Guaranty Absolute and Unconditional
    
    
    72- ii -




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##### 



PageSECTION 9.5. Reinstatement
    
    
    7210. MISCELLANEOUS
    
    
    73SECTION 10.1. Notices
    
    
    73SECTION 10.2. Survival of Agreement, Representations and Warranties, etc
    
    
    73SECTION 10.3. Successors and Assigns; Syndications; Loan Sales; Participations
    
    
    73SECTION 10.4. Expenses
    
    
    76SECTION 10.5. Indemnity
    
    
    76SECTION 10.6. CHOICE OF LAW
    
    
    77SECTION 10.7. No Waiver
    
    
    77SECTION 10.8. Extension of Maturity
    
    
    77SECTION 10.9. Amendments, etc
    
    
    77SECTION 10.10. Severability
    
    
    79SECTION 10.11. SERVICE OF PROCESS; WAIVER OF JURY TRIAL
    
    
    79SECTION 10.12. Headings
    
    
    80SECTION 10.13. Execution in Counterparts
    
    
    80SECTION 10.14. Entire Agreement
    
    
    80SECTION 10.15. Foreign Currency Judgments
    
    
    81SECTION 10.16. Language
    
    
    81SECTION 10.17. Confidentiality
    
    
    81SECTION 10.18. USA PATRIOT Act
    
    
    82SECTION 10.19. No Fiduciary Duty
    
    
    82- iii -




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##### 



SCHEDULES1.1A
    
    Revolving Commitments5.1(c)
    
    Existing Mortgage Warehouse Facilities and Servicing Advance Facilities6.1
    
    Existing Material Subsidiary Indebtedness6.4
    
    Existing LiensEXHIBITSA-1
    
    [RESERVED]A-2
    
    [RESERVED]A-3
    
    [RESERVED]B
    
    Form of Assignment and AcceptanceC
    
    Form of Compliance CertificateE-1
    
    Form of Revolving Credit Borrowing RequestE-2
    
    Form of Canadian Revolving Borrowing RequestF
    
    Form of New Lender SupplementG
    
    Form of Revolving Commitment Increase SupplementH
    
    Form of Joinder AgreementI
    
    Form of Tax Exemption Certificate




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##### 



Agreement Borrower Canadian Subsidiary
Borrower Administrative Agent
 INTRODUCTORY STATEMENT
     ABR Borrowing
 ABR Loan
 ABR Spread
 Acceptance Fee
 Act
 Adjusted LIBOR




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##### 



2 Affiliate
 Agents
 Alternate Base Rate 1 2
 Applicable Law
 Asset Securitization Subsidiary
 Assignment and Acceptance
 Available Borrowing Capacity
 Bankruptcy Event provided provided further




---



##### 



3 Basis Point
 Board
 Borrowing
 Business Day provided
 Canadian ABR Loan
 Canadian Alternate Base Rate 1 2
 Canadian Bankers Acceptance Canadian B/A
 Canadian Base Rate
 Canadian Cash Collateral Account
 Canadian Dollars C$
 Canadian L/C Exposure




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##### 



4 Canadian Letters of Credit
 Canadian Prime Rate
 Canadian Prime Rate Loan
 Canadian Revolving Borrowing Request
 Canadian Revolving Commitment
 Canadian Revolving Lender
 Canadian Revolving Loan
 Capital Lease
 Capital Stock
 Cash Collateral Account
 Cash Equivalents provided




---



##### 



5  CDOR Rate provided
 Change in Control
 Closing Date
 Code
 Co-Documentation Agents
 Commitments
 Commitment Period
 Commitment Utilization Percentage




---



##### 



6  Confidential Information Memorandum
 Consolidated Assets
 Consolidated Net Income provided
 Consolidated Net Worth
 Consolidated Subsidiaries
 Contract Period provided provided further
 Contractual Obligation
 Convertible Notes
 Credit Party




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##### 



7 Currency Currencies
 Default
 Defaulting Lender provided provided
 Discount Proceeds
 (a)
    
    the face amount of the Canadian B/A; by(b)
    
    the quotient of one divided by the sum of one plus the product of:
    Discount Rate




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##### 



8  Dollar Equivalent Amount
 Dollars $ US$
 Eligible Canadian Revolving Lender
 Environmental Laws et seq et seq et seq et seq et seq et seq et seq
 Environmental Liabilities
 ERISA
 Event of Default
 Excess Utilization Day
 Exchange Rate




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##### 



9 provided
 Excluded Taxes
 Existing Mortgage Warehouse Facilities
 Extended Revolving Tranche
 Extended Revolving Commitment
 Extended Termination Date i.e.
 Extending Revolving Lender
 Extension Option
 Facility Fee
 FATCA




---



##### 



10 Federal Funds Effective Rate
 Federal Funds Rate
 FFR Borrowing
 FFR Loan
 FFR Spread
 Fitch
 Fourth Amendment
 Fourth Amendment Effective Date
 Fundamental Documents
 Funding Office provided
 GAAP provided




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##### 



11  Governmental Authority
 Government-Sponsored Enterprise
 Guaranty primary obligation primary obligor provided
 Hazardous Materials
 Indebtedness




---



##### 



12  Indemnified Taxes
 Interest Payment Date
 Interest Period provided
 Interest Rate Protection Agreement
 Interest Rate Type
 Joinder Agreement
 Joint Lead Arrangers
 JPMorgan Chase Bank
 L/C Exposure




---



##### 



13 LEAF Trust Transaction Purchase Agreement
 Lender Extension Notice
 Lender Parent
 Lenders
 Lending Office
 Letters of Credit
 LIBOR LIBOR
 LIBOR Borrowing
 LIBOR Canadian Revolving Loan
 LIBOR Loan
 LIBOR Revolving Credit Loan




---



##### 



14 LIBOR Spread
 Lien
 Loan
 Local Time
 Margin Stock
 Material Adverse Effect
 Material Subsidiary
 Minimum Liquidity
 Moodys
 Mortgage Warehouse Facilities
 Multiemployer Plan
 New Lender
 Non-Extended Revolving Commitment
 Non-Extended Termination Date
 Non-Extended Revolving Tranche




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##### 



15 Non-Extending Revolving Lender
 Non-U.S. Lender
 Obligations
 Offered Increase Amount
 Other Taxes
 Parent Guaranty
 Participant
 PBGC
 Permitted Encumbrances
 Person
 PHH Home Loans Intercompany Credit Agreement ,
 PHH Home Loans Mortgage Warehouse Facilities




---



##### 



16  Plan
 Prime Rate
 Pro Forma Basis
 Protesting Lender
 REO Assets
 Reportable Event
 Required Lenders
 Revolving Commitment
 Revolving Commitment Increase Notice




---



##### 



17 Revolving Credit Borrowing
 Revolving Credit Borrowing Request
 Revolving Credit Exposure
 Revolving Credit Loans
 Revolving Credit Percentage provided
 Revolving Issuing Lender
 Revolving L/C Exposure
 Revolving Lender
 Revolving Letters of Credit
 Rolling Period
 S&P
 Securitization Indebtedness




---



##### 



18 Servicing
 Servicing Advances
 Servicing Advance Facility
 Servicing Agreements
 Special Purpose Vehicle Subsidiary
 Statutory Reserves




---



##### 



19 Subsidiary
 Subsidiary Borrower
 Subsidiary Borrower Obligations
 Supermajority Lenders
 Syndication Agent
 Tangible Net Worth
 Taxes
 Termination Date
 Transferee
 Total Extended Revolving Commitment
 Total Non-Extended Revolving Commitment
 Total Revolving Commitment
 United States
 U.S. Withholding Tax Forms IRS




---



##### 



20  Utilization Fee
 Utilization Fee Percentage
 Working Day
  Commitments.




---



##### 



21  Loans.
  provided provided




---



##### 



22  Use of Proceeds.
  RESERVED .
 Revolving Credit Borrowing Procedure.
  Canadian Revolving Borrowing Procedure




---



##### 



23  Refinancings.
 provided provided




---



##### 



24 Fees.
 Facility Fee provided
 Utilization Fee provided
   Repayment of Loans; Evidence of Debt.




---



##### 



25  provided
    prima facie provided
 Interest on Loans.




---



##### 



26          Interest on Overdue Amounts.




---



##### 



27  Alternate Rate of Interest.
  Termination and Reduction of Commitments; Increase of Revolving
Commitments; Extension of Non-Extended Revolving Commitment.
  provided




---



##### 



28  Offered Increase Amount Revolving Commitment Increase Notice
 New Lender provided
   Lender Extension Notice Effective Date




---



##### 



29 mutatis mutandis
 Prepayment of Loans.
 provided
 first second
 first second provided




---



##### 



30   Eurocurrency Reserve Costs.
  Reserve Requirements; Change in Circumstances.




---



##### 



31




---



##### 



32  provided
 Change in Legality.
     Reimbursement of Lenders.




---



##### 



33 times times
  Pro Rata Treatment.




---



##### 



34  Right of Setoff.
  Manner of Payments; Special Application of Payments.
   Withholding Taxes.




---



##### 



35 Non-U.S.
Lender




---



##### 



36  Certain Pricing Adjustments.
  S&P/Moodys/Fitch RatingEquivalent of the Borrowers
    
    
    
    
    
    Applicable
    
    Applicable
    
    Utilization Feesenior unsecured
    
    Facility Fee
    
    LIBOR Spread
    
    FFR Spread
    
    Percentagelong-term debt
    
    (in Basis Points)
    
    (in Basis Points)
    
    (in Basis Points)
    
    (in Basis Points)A/A2/A or better
    
    
    7.0
    
    
    
    18.0
    
    
    
    18.0
    
    
    
    10.0A-/A3/A-
    
    
    8.0
    
    
    
    22.0
    
    
    
    22.0
    
    
    
    10.0BBB+/Baa1/BBB+
    
    
    10.0
    
    
    
    30.0
    
    
    
    30.0
    
    
    
    10.0BBB/Baa2/BBB
    
    
    12.0
    
    
    
    38.0
    
    
    
    38.0
    
    
    
    10.0BBB-/Baa3/BBB-
    
    
    15.0
    
    
    
    47.5
    
    
    
    47.5
    
    
    
    12.5BB+/Ba1/BB+ or worse
    
    
    17.5
    
    
    
    70.0
    
    
    
    70.0
    
    
    
    12.5
  S&P/Moodys/Fitch RatingEquivalent of the Borrowers
    
    
    
    
    
    Applicable
    
    Applicable
    
    Applicablesenior unsecured
    
    Facility Fee
    
    LIBOR Spread
    
    ABR Spread
    
    FFR Spreadlong-term debt
    
    (in Basis Points)
    
    (in Basis Points)
    
    (in Basis Points)
    
    (in Basis Points)A/A2/A or better
    
    
    55.0
    
    
    
    275.0
    
    
    
    175.0
    
    
    
    275.0A-/A3/A-
    
    
    55.0
    
    
    
    275.0
    
    
    
    175.0
    
    
    
    275.0BBB+/Baa1/BBB+
    
    
    55.0
    
    
    
    275.0
    
    
    
    175.0
    
    
    
    275.0BBB/Baa2/BBB
    
    
    60.0
    
    
    
    300.0
    
    
    
    200.0
    
    
    
    300.0BBB-/Baa3/BBB-
    
    
    70.0
    
    
    
    325.0
    
    
    
    225.0
    
    
    
    325.0BB+/Ba1/BB+ or worse
    
    
    75.0
    
    
    
    350.0
    
    
    
    250.0
    
    
    
    350.0
 provided




---



##### 



37  Revolving Letters of Credit provided provided further




---



##### 



38  provided




---



##### 



39 provided however provided




---



##### 



40   provided




---



##### 



41




---



##### 



42 provided however
 provided
   Canadian Letters of Credit provided provided further




---



##### 



43 provided
 provided however provided




---



##### 



44   provided




---



##### 



45     provided however
 provided




---



##### 



46    Canadian Bankers Acceptances.
  provided




---



##### 



47      provided however
 Extension Option
 Extension
Option provided




---



##### 



48 provided
 Defaulting Lenders.
   provided provided further




---



##### 



49      mutatis mutandis
 Replacement of Lenders




---



##### 



50 provided
   Corporate Existence and Power.
  Corporate Authority and No Violation.
  Governmental and Other Approval and Consents.




---



##### 



51  Financial Statements of Borrower.
  No Material Adverse Change.
 provided
 Copyrights, Patents and Other Rights.
  Title to Properties.
  Litigation.
 Federal Reserve Regulations.




---



##### 



52  Investment Company Act.
  Enforceability.
  Taxes.
  Compliance with ERISA.
  Disclosure.




---



##### 



53  Environmental Liabilities.
   [RESERVED]
 Conditions Precedent to Each Loan and Letter of Credit.
 Notice
 Representations and Warranties provided
 No Event of Default provided
 Each Loan and Letter of Credit for a Subsidiary Borrower provided however




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54   Financial Statements, Reports, etc.




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##### 



55   Corporate Existence; Compliance with Statutes.
 provided
 Insurance.
 provided however
 Taxes and Charges.
 provided provided further
 ERISA Compliance and Reports.




---



##### 



56 provided
 Maintenance of and Access to Books and Records; Examinations.
 provided
 Maintenance of Properties.




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##### 



57 Limitation on Subsidiary Indebtedness and Borrower Indebtedness.
     provided




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##### 



58     provided
 Limitation on Transactions with Affiliates.
  Consolidation, Merger, Sale of Assets.
 provided
 provided
 Limitations on Liens.




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##### 



59    provided




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##### 



60      Sale and Leaseback.
  Consolidated Net Worth.
  Ratio of Indebtedness To Tangible Net Worth.
  Accounting Practices.
  Restrictions Affecting Subsidiaries.
 provided however




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##### 



61  Maintenance of Available Borrowing Capacity.
 provided
 Limitation on Negative Pledge Clauses.
    provided
    provided pari passu
  Limitation on Certain Payments and Restricted Payments.




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62  provided provided further
          Events of Default




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63    provided provided further




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64        Administration by Administrative Agent.




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##### 



65  Advances and Payments.
  first second third fourth
 Sharing of Setoffs and Cash Collateral.




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66 Benefitted Lender provided however
 Notice to the Lenders; Notice of Default.
 provided
 Liability of the Administrative Agent.




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##### 



67   Reimbursement and Indemnification.
  Rights of Administrative Agent.
  Independent Investigation by Lenders.




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##### 



68  Notice of Transfer.
  Successor Administrative Agent.




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##### 



69  Resignation of a Revolving Issuing Lender; Duties of Revolving Issuing
Lender.
   Syndication Agent and Co-Documentation Agents.
   Guaranty
  provided however




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##### 



70   No Subrogation
  Amendments, etc. with respect to the Obligations; Waiver of Rights




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##### 



71  Parent Guaranty Absolute and Unconditional
  Reinstatement.




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##### 



72  Notices.
 th th nd
 provided provided
 Survival of Agreement, Representations and Warranties,
etc.
  Successors and Assigns; Syndications; Loan Sales; Participations.
 provided




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73  provided




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##### 



74  Register
  Participant provided Participant Register provided




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##### 



75   provided
  Expenses.
  Indemnity.
 Indemnified Party




---



##### 



76 provided provided further
 CHOICE OF LAW.
  No Waiver.
  Extension of Maturity.
  Amendments, etc.
 provided provided further




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##### 



77 provided provided further
  Joinder Agreement
 provided however
 Protesting Lender provided




---



##### 



78 provided
 Severability.
  SERVICE OF PROCESS; WAIVER OF JURY TRIAL.




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##### 



79 PROVIDED
  PROVIDED
 Headings.
  Execution in Counterparts.
  Entire Agreement.
  Foreign Currency Judgments.




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##### 



80  Judgment Currency Agreement Currency Applicable Creditor provided
 Language.




---



##### 



81 Confidentiality.
  USA PATRIOT Act
 Act
 No Fiduciary Duty.




---



##### 



82




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##### 



Non-Extended
    
    ExtendedRevolving
    
    RevolvingRevolving Lender
    
    Commitment1
    
    CommitmentJPMorgan Chase Bank, N.A.
    
    $
    [***]Citibank, N.A.
    
    $
    [***]Bank of America, N.A.
    
    $
    [***]Wells Fargo Bank, National Association
    
    $
    [***]The Royal Bank of Scotland plc
    
    $
    [***]The Royal Bank of Scotland N.V.
    
    $
    [***]Deutsche Bank AG New York Branch
    
    $
    [***]Manufacturers & Traders Trust Company
    
    $
    [***]Barclays Bank PLC
    
    $
    [***]Royal Bank of Canada
    
    $
    [***]The Bank of New York Mellon
    
    $
    [***]CIBC World Markets Corp.
    
    $
    [***]WestLB AG, New York Branch
    
    $
    [***]Goldman Sachs Lending Partners
    
    $
    [***]The Bank of Nova Scotia (Canadian Revolving Commitment)
    
    $
    [***]Bank of Montreal
    
    
    
    
    
    $
    [***]Calyon New York Branch
    
    
    
    
    
    $
    [***]HSBC Bank USA, N.A.
    
    
    
    
    
    $
    [***]UBS Loan Finance LLC
    
    
    
    
    
    $
    [***]Mizuho Corporate Bank, Ltd.
    
    
    
    
    
    $
    [***]The Northern Trust Company
    
    
    
    
    
    $
    [***]First Commercial Bank New York Agency
    
    
    
    
    
    $
    [***]Bank of Communications, New York Branch
    
    
    
    
    
    $
    [***]Total
    
    $
    525,000,000
    
    
    $
    280,000,000
 
 1
    
    After giving effect to the reduction of
the Revolving Commitments and Canadian Revolving Commitment pursuant to Section
5 of the Fourth Amendment.[***]
    
    INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.




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##### 



84  Existing Mortgage Warehouse Facilities
 PHH Mortgage Corporation, as borrower
 Amount Drawn asLender
    
    Amount of Facility
    
    of 5/31/10
    
    Maturity DateThe Royal Bank of
Scotland
plc2
    
    $
    1,500,000,000
    
    
    $
    [***]
    
    
    
    6/24/10Credit Suisse First
Boston Mortgage
Capital, LLC
    
    $
    350,000,000
    
    
    $
    [***]
    
    
    
    5/25/2011Fannie Mae3
    
    $
    3,030,000,000
    
    
    $
    [***]
    
    
    
    5/25/2011Manufacturers and
Traders Trust Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011
 PHH Home Loans, as borrower
 Amount Drawn asLender
    
    Amount of Facility
    
    of 5/31/10
    
    Maturity DateCredit Suisse First
Boston Mortgage
Capital, LLC
    
    $
    150,000,000
    
    
    $
    [***]
    
    
    
    5/25/2011Manufacturers and
Traders Trust
Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011Ally Bank
    
    $
    150,000,000
    
    
    $
    [***]
    
    
    
    4/7/2011
 
 2
    
    As of June 25, 2010, the facility amount
shall be $800M. The maturity date of the amended facility is June 24, 2011.3
    
    Fannie Mae retains a unilateral right to
terminate facility at any time upon notice to PHH Mortgage Corporation.[***]
    
    INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.




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##### 



85 NE Moves Mortgage, LLC, a wholly owned subsidiary of PHH Home Loans, LLC as borrower
 Amount Drawn asLender
    
    Amount of Facility
    
    of 5/31/10
    
    Maturity DateManufacturers and
Traders Trust
Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011RMR Financial, LLC, a wholly owned subsidiary of PHH Home Loans, LLC as borrowerAmount Drawn asLender
    
    Amount of Facility
    
    of 5/31/10
    
    Maturity DateManufacturers and
Traders Trust
Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011Axiom Financial, LLC, a wholly owned subsidiary of PHH Home Loans, LLC as borrowerAmount Drawn asLender
    
    Amount of Facility
    
    of 5/31/10
    
    Maturity DateManufacturers and
Traders Trust
Company
    
    $
    1,000,000
    
    
    $
    [***]
    
    
    
    6/30/2011Landover Mortgage, LLC, as borrowerAmount Drawn asLender
    
    Amount of Facility
    
    of 5/31/10
    
    Maturity DateBank of America, N.A
    
    $
    10,000,000
    
    
    $
    [***]
    
    
    
    10/29/2010Existing Servicing Advance Facilities
PHH Mortgage Corporation, as borrowerAmount Drawn asLender
    
    Amount of Facility
    
    of 5/31/10
    
    Maturity DateFannie Mae
    
    $
    80,000,000
    
    
    $
    [***]
    
    
    
    N/A
 
 [***]
    
    INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.




---



##### 



Existing Material Subsidiary Indebtedness 4
 PHH Corporation
 Senior Notes due 2013
     Convertible Notes due 2012
  Convertible Notes due 2014
  Chesapeake Funding, LLC
     
 4
    
    As of the Fourth Amendment Effective
Date, the Material Subsidiaries of the Borrower are: PHH Mortgage Corporation,
Atrium Insurance Corporation, D. L. Peterson Trust, Chesapeake Funding, LLC,
Chesapeake Finance Holdings, LLC, and PHH Vehicle Management Services, LLC
(d/b/a PHH Arval).




---



##### 



PHH Mortgage Corporation




---



##### 



Existing Liens