AMENDMENT to the Three Year Competitive Advance and Revolving Credit Agreement

Exhibit 10.13

EXECUTION COPY

AMENDMENT (this “ Amendment ”), dated as of December 21, 2004, to the Three Year Competitive Advance and Revolving Credit Agreement, dated as of June 28, 2004, (the “ Credit Agreement ”), by and among PHH Corporation, a Maryland corporation (the “ Borrower ”), the financial institutions parties thereto (the “ Lenders ”) and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as agent for the Lenders (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H :

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 and mutual covenants contained herein, the undersigned hereby agree as follows:

I.      Defined Terms . Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

II.      Amendments to Article 1 (Definitions) .

(a)      Article 1 of the Credit Agreement is hereby amended by adding thereto the following definitions in their appropriate alphabetical order:

“ Confidential Information Package ”: the Confidential Information Package dated December 7, 2004 and which was made available to each of the Lenders party to this Agreement as of such date.

“ Floating LIBOR ” shall mean, with respect to any day, the rate per annum determined on the basis of the rate for one month deposits appearing on Page 3750 of the Telerate screen (or any successor page thereto) as of 11:00 A.M., London time, on such day. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “ Floating LIBOR ” shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which the Administrative Agent is offered one month deposits of $1,000,000 for delivery on such day, at or about 11:00 A.M., New York City time, on such day in the interbank eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted.

“ Floating LIBOR Borrowing ” shall mean a Borrowing comprised of Floating LIBOR Revolving Credit Loans.

“ Floating LIBOR Loan ” shall mean any Revolving Credit Loan bearing interest at a rate determined by reference to Floating LIBOR in accordance with the provisions of Article 2.

“ Floating LIBOR Spread ” shall mean, at any date or any period of determination, the LIBOR Spread that would be in effect on such date pursuant to the chart set forth in Section 2.22 based on the rating of the Borrower’s senior unsecured non-credit enhanced long-term debt.

“ Parent Guaranty ” shall mean the guaranty of the Subsidiary Borrower Obligations provided by the Borrower pursuant to Article 8A.

“ PHH Spin-Off ” shall mean the tax-free distribution by Cendant Corporation to its shareholders of the capital stock of the Borrower as described in the Confidential Information Package.

“ Subsidiary Borrower ” shall mean any Subsidiary of the Borrower that becomes a party hereto pursuant to Section 9.9(b)(i) until such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 9.9(b)(ii).

“ Subsidiary Borrower Obligations ” shall mean the Obligations of any Subsidiary Borrower.

(b)      Section 1 of the Credit Agreement is hereby amended by deleting the following defined terms in their entirety and substituting in lieu thereof the following new definitions:

“ Affiliate ” shall mean as to any Person, any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be “controlled by” another if such latter Person possesses, directly or indirectly, power either to (i) vote 10% or more of the securities having ordinary voting power for the election of directors of such controlled Person or (ii) direct or cause the direction of the management and policies of such controlled Person whether by contract or otherwise.

“ Available Foreign Currencies ” shall mean the currencies set forth on Schedule 1.1B, and any other available and freely-convertible non-Dollar currency selected by the Borrower or any Subsidiary Borrower and approved (which approval shall not be unreasonably withheld) in writing by the Administrative Agent.

“ Cash Collateral Account ” shall mean a collateral account established with the Administrative Agent, in the name of the Administrative Agent and under its sole dominion and control, into which the Borrower or any Subsidiary Borrower shall from time to time deposit Dollars pursuant to the express provisions of this Agreement requiring such deposit.

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“ Change in Control ” shall mean (i) the acquisition by any Person or group (within the meaning of the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder as in effect on the Closing Date), directly or indirectly, beneficially or of record, of ownership or control of in excess of 50% of the voting common stock of the Borrower on a fully diluted basis at any time or (ii) if at any time, individuals who at the Closing Date constituted the Board of Directors the Borrower (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Borrower, as the case may be, was approved by a vote of the majority of the directors then still in office who were either directors at the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office.

“ Commitment ” shall mean, with respect to each Lender, its commitment to make Loans to the Borrower or any Subsidiary Borrower hereunder, in an aggregate amount not to exceed at any time the amount set forth opposite such Lender’s name under the heading “Commitment” on Schedule 1.1A.

“ Competitive Bid Accept/Reject Letter ” shall mean a notification made by the Borrower or any Subsidiary Borrower pursuant to Section 2.4(d) in the form of Exhibit E-4.

“ Competitive Borrowing ” shall mean a Borrowing consisting of a Competitive Loan or concurrent Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing have been accepted by the Borrower or any Subsidiary Borrower under the bidding procedure described in Section 2.4.

“ Competitive Loan ” shall mean a Loan from a Lender to the Borrower or any Subsidiary Borrower pursuant to the bidding procedure described in Section 2.4. Each Competitive Loan shall be a LIBOR Competitive Loan or a Fixed Rate Loan.

“ Fundamental Documents ” shall mean this Agreement, any Revolving Credit Notes, any Competitive Notes, and any other ancillary documentation which is required to be, or is otherwise, executed by the Borrower or any Subsidiary Borrower and delivered to the Administrative Agent in connection with this Agreement.

“ Indebtedness ” shall mean (i) all indebtedness, obligations and other liabilities of the Borrower and its Subsidiaries which are, at the date as of which Indebtedness is to be determined, includable as liabilities in a consolidated balance sheet of the Borrower and its Subsidiaries, other than (x) accounts payable, accrued expenses and derivatives transactions entered into in the ordinary course of business pursuant to hedging programs, (y) advances from clients obtained in the ordinary course of the relocation management services business of the Borrower and its Subsidiaries and (z) current and deferred income taxes and other similar liabilities plus (ii) without duplicating any items included in Indebtedness pursuant to the foregoing clause (i) (but excluding reinsurance obligations of Atrium Insurance Corporation), the maximum aggregate amount of all liabilities of the Borrower or any of its Subsidiaries under any Guaranty, indemnity or

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similar undertaking given or assumed of, or in respect of, the indebtedness, obligations or other liabilities, assets, revenues, income or dividends of any Person other than the Borrower or one of its Subsidiaries and (iii) all other obligations or liabilities of the Borrower or any of its Subsidiaries in relation to the discharge of the obligations of any Person other than the Borrower or one of its Subsidiaries.

“ Interest Period ” shall mean (a) as to any LIBOR Borrowing, (i) the period commencing on the date of such Borrowing, and ending one week after the date of such Borrowing or (ii) the period commencing on the date of such Borrowing, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3, 6 or, subject to each Lender’s approval, 12 months thereafter, as the Borrower or any relevant Subsidiary Borrower may elect, (b) as to any ABR Borrowing or Floating LIBOR Borrowing, the period commencing on the date of such Borrowing and ending on the earliest of (i) the next succeeding March 31, June 30, September 30 or December 31, (ii) the Termination Date and (iii) the date such Borrowing is refinanced with a Borrowing of a different Interest Rate Type in accordance with Section 2.6 or is prepaid in accordance with Section 2.13, and (c) as to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending on the date specified in the Competitive Bids in which the offer to make the Fixed Rate Loans comprising such Borrowing were extended, which shall not be earlier than seven days after the date of such Borrowing or later than 360 days after the date of such Borrowing; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of LIBOR Loans only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) no Interest Period with respect to any LIBOR Borrowing or Fixed Rate Borrowing may be selected which would result in the aggregate amount of LIBOR Loans and Fixed Rate Loans having Interest Periods ending after any day on which a Commitment reduction is scheduled to occur being in excess of the Total Commitment scheduled to be in effect after such date. Interest shall accrue from, and including, the first day of an Interest Period to, but excluding, the last day of such Interest Period.

“ Loan ” shall mean a Competitive Loan or a Revolving Credit Loan, whether made as a LIBOR Loan, a Floating LIBOR Loan, an ABR Loan or a Fixed Rate Loan, as permitted hereby.

“ Lending Office ” shall mean, with respect to any of the Lenders, the branch or branches (or affiliate or affiliates) from which any such Lender’s LIBOR Loans, Floating LIBOR Loans, Fixed Rate Loans or ABR Loans, as the case may be, are made or maintained and for the account of which all payments of principal of, and interest on, such Lender’s LIBOR Loans, Floating LIBOR Loans, Fixed Rate Loans or ABR Loans are made, as notified to the Administrative Agent from time to time.

“ Material Subsidiary ” shall mean any Subsidiary of the Borrower which together with its Subsidiaries at the time of determination had assets constituting 10% or more of Consolidated Assets, accounts for 10% or more of Consolidated Net Worth, or accounts

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for 10% or more of the revenues of the Borrower and its Consolidated Subsidiaries for the Rolling Period immediately preceding the date of determination.

“ Obligations ” shall mean the obligation of the Borrower and any Subsidiary Borrower to make due and punctual payment of principal of, and interest on (including post-petition interest, whether or not allowed), the Loans, the Facility Fee, the Utilization Fee, reimbursement obligations in respect of Letters of Credit, and all other monetary obligations of the Borrower and any Subsidiary Borrower to the Administrative Agent, any Issuing Lender or any Lender under this Agreement, the Notes or the Fundamental Documents or with respect to any Interest Rate Protection Agreements entered into between the Borrower or any of its Subsidiaries and any Lender.

“ Revolving Credit Loans ” shall mean the Loans made by the Lenders to the Borrower or any Subsidiary Borrower pursuant to a notice given by the Borrower or such Subsidiary Borrower under Section 2.5. Each Revolving Credit Loan shall be a LIBOR Revolving Credit Loan or an ABR Loan.

“ Statutory Reserves ” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority to which the Administrative Agent or any Lender is subject, for Eurocurrency Liabilities (as defined in Regulation D of the Board) (or, at any time when such Lender may be required by the Board or by any other Governmental Authority, whether within the United States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to which LIBOR or Floating LIBOR, as the case may be, is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender which includes any such LIBOR Loans and/or Floating LIBOR Loans). Such reserve percentages shall include those imposed under Regulation D of the Board. LIBOR Loans and Floating LIBOR Loans shall be deemed to constitute Eurocurrency Liabilities and as such shall be deemed to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D of the Board. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

III.  Amendments to Article 2 (The Loans) .

(a)      References to “the Borrower” contained in Article 2 of the Credit Agreement shall be construed to apply to the Borrower and/or any relevant Subsidiary Borrower mutatis mutandis .

(b)      Section 2.2 of the Credit Agreement (Loans) is hereby amended as follows:

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(i) by inserting “or Floating LIBOR Loans” after each occurrence of the words “ABR Loans” in Section 2.2(a) and 2.2(c); and

(ii) by deleting “twenty (20)” and inserting in lieu thereof “twenty-three (23)” in Section 2.2(b).

(c)      Section 2.5 of the Credit Agreement (Revolving Credit Borrowing Procedure) is hereby amended by inserting “or a Floating LIBOR Borrowing” after the words “ABR Loans” in the fifth and tenth lines thereof.

(d)      Section 2.9 of the Credit Agreement (Interest on Loans) is hereby amended as follows:

(i) by inserting “or Floating LIBOR” after the word “LIBOR” in Section 2.9(d);

(ii) by relettering (x) existing Section 2.9(c) as new Section 2.9(d) and (y) existing Section 2.9(d) as new Section 2.9(e); and

(iii) by inserting the following new Section 2.9(c):

“Subject to the provisions of Section 2.10, the Loans comprising each Floating LIBOR Borrowing shall bear interest at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to Floating LIBOR plus the applicable Floating LIBOR Spread from time to time in effect.”

(e)      Section 2.10 of the Credit Agreement (Interest on Overdue Amounts) is hereby amended by inserting “, Floating LIBOR Loan” after the words “LIBOR Loan” in clause (a) thereof.

(f)      Section 2.11 of the Credit Agreement (Alternate Rate of Interest) is hereby amended as follows:

(i) by inserting “or Floating LIBOR Loan” after the words “LIBOR Loan” in the third line of Section 2.11;

(ii) by inserting “, in the case of LIBOR Loans,” after the words “such Interest Period), or” in the sixth line of Section 2.11;

(iii) by inserting “or Floating LIBOR” after the word “LIBOR” in the ninth line of Section 2.11; and

(iv) by inserting “or Floating LIBOR Borrowing” after the words “LIBOR Borrowing” in the fifteenth line of Section 2.11.

(g)      Section 2.13 of the Credit Agreement (Prepayment of Loans) is hereby amended as follows:

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(i) by inserting “or a Floating LIBOR Loan” after the words “ABR Loan” in Section 2.13(a);

(ii) by deleting the last sentence of Section 2.13(b) and inserting in lieu thereof the following sentence:

“Any prepayments required by this paragraph shall be applied first to outstanding ABR Loans and second to Floating LIBOR Loans, in each case, up to the full amount thereof before they are applied to outstanding LIBOR Loans.”;

(iii) by relettering existing Section 2.13(c) as new Section 2.13(d); and

(iv) by inserting the following new Section 2.13(c):

“(c) On any date the Borrower shall cease to own, directly or through wholly-owned Subsidiaries, all of the capital stock of any Subsidiary Borrower, free and clear of any direct or indirect Liens, such Subsidiary Borrower shall (i) make a mandatory prep