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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
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