THIRD AMENDMENT
Exhibit 10.1.2
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 |
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By: | /s/ Xxxx X Xxxxxx | |||
Name: | Xxxx X Xxxxxx | |||
Title: | Vice President & Treasurer | |||
PHH VEHICLE MANAGEMENT SERVICES, INC., as the Canadian Borrower |
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By: | /s/ Xxxx X Xxxxxx | |||
Name: | Xxxx X Xxxxxx | |||
Title: | Vice President & Treasurer | |||
JPMORGAN CHASE BANK, N.A., as Administrative Agent |
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By: | /s/ Xxxx X Xxxxxx | |||
Name: | Xxxx X Xxxxxx | |||
Title: | Managing Director | |||
ABN AMRO Bank N.V. |
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By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Director | |||
By: | /s/ Xxxxxxx XxXxxxx | |||
Name: | Xxxxxxx XxXxxxx | |||
Title: | Vice President | |||
BARCLAYS BANK PLC |
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By: | /s/ Xxxxxxxx Xxxx | |||
Name: | Xxxxxxxx Xxxx | |||
Title: | Director | |||
BANK OF COMMUNICATIONS CO., LTD., New York Branch |
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By: | /s/ Xxxxxxx He | |||
Name: | Xxxxxxx He | |||
Title: | Deputy General Manager | |||
BANK OF AMERICA, N.A. |
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By: | /s/ Xxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Vice President | |||
BMO CAPITAL MARKETS FINANCING, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Vice President |
CALYON NEW YORK BRANCH |
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By: | /s/ Xxxxxxxxx Xxxxx | |||
Name: | Xxxxxxxxx Xxxxx | |||
Title: | Managing Director | |||
CIBC INC. |
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By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Executive Director | |||
CITIBANK, N.A. |
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By: | ||||
Name: | ||||
Title: | ||||
CITICORP USA, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Director | |||
MANUFACTURERS & TRADERS TRUST COMPANY |
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By: | /s/ Laurel XX Xxxxxxxx | |||
Name: | Laurel XX Xxxxxxxx | |||
Title: | Vice President | |||
MELLON BANK, N.A. |
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By: | /s/ Xxxxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxxxx X. Xxxxxxx, Xx. | |||
Title: | Senior Vice President |
XXXXXX XXXXX BANK USA |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Vice President | |||
MIZUHO CORPORATE BANK, LTD. |
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By: | /s/ Xxxxxx Xxxxxxxxx | |||
Name: | Xxxxxx Xxxxxxxxx | |||
Title: | Authorized Signatory | |||
ROYAL BANK OF CANADA |
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By: | /s/ Xxxxxx Xxx | |||
Name: | Xxxxxx Xxx | |||
Title: | Authorized Signatory | |||
BANK OF NOVA SCOTIA, as the Canadian Lender |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Managing Director | |||
THE NORTHERN TRUST COMPANY |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Vice President | |||
THE ROYAL BANK OF SCOTLAND |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Managing Director |
UBS LOAN FINANCE, LLC |
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By: | /s/ Xxxx X. Xxxx | |||
Name: | Xxxx X. Xxxx | |||
Title: | Associate Director | |||
By: | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Associate Director | |||
WACHOVIA BANK, National Association |
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By: | /s/ Tray Xxxxx | |||
Name: | Tray Xxxxx | |||
Title: | Vice President | |||
XXXXX FARGO BANK, N.A. |
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By: | /s/ Xxx Xxxxxxxxx | |||
Name: | Xxx Xxxxxxxxx | |||
Title: | Vice President | |||