Contract
Exhibit
10.2
AMENDMENT
TO LIQUIDITY AGREEMENT
THIS
AMENDMENT, dated as of December 1, 2006 (this “Amendment”),
to
the Amended and Restated Liquidity Agreement, dated as of December 11, 1998
(as
further amended and restated as of December 2, 2003) (the “Liquidity
Agreement”),
among
XXXXXX’X GATE RESIDENTIAL MORTGAGE TRUST (the “Trust”),
the
Banks listed therein (the “Banks”),
and
JPMORGAN CHASE BANK, N.A.
(as
successor to JPMorgan Chase Bank), as
Agent
(the “Agent”).
WITNESSETH:
WHEREAS,
the Trust, the Banks and the Agent are parties to the Liquidity
Agreement;
WHEREAS,
the Trust has requested that the Agent, with the consent of the Banks, amend
and
waive certain provisions of the Liquidity Agreement; and
WHEREAS,
the Agent, with the consent of the Banks, is agreeable to the requested waivers,
but only on the terms and subject to the conditions 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 Liquidity Agreement
and
used herein (and in the recitals hereto) as defined terms are used as so
defined.
“Base
Indenture”
means
the Base Indenture, dated as of December 11, 1998, between the Trust
and The Bank of New York, as Indenture Trustee.
“Indenture
Event of Default”
means
the occurrence of any event set forth in Section 9.01 of the Base
Indenture.
“PHH
Credit Agreement”
means
the Amended and Restated Competitive Advance and Revolving Credit Agreement,
dated as of January 6, 2006, among PHH Corporation, PHH Vehicle
Management Services Inc., and JPMorgan Chase Bank, N.A., as administrative
agent.
2. Extension
of Expiration Date.
The
Banks
hereby (i)
extend
the Expiration Date for a period of 364 days from the Expiration Date currently
in effect, to November 30, 2007,
and
(ii)
waive
the
60-day request notification requirement set forth in Section
4.06.
3. Reduction
of Facility Amount.
Pursuant
to Section 4.02(a) of the Liquidity Agreement, the Banks hereby permanently
reduce the Facility Amount as set forth in Schedule A
hereto.
In connection therewith, Section 4.02(c) of the Liquidity Agreement is
hereby amended to provide that (i) the Bank Commitment of each Bank shall
be as set forth in Schedule A
hereto
and (ii) Danske Bank A/S shall have no Bank Commitment hereunder after the
effective date of this Amendment.
4. Waiver.
Notwithstanding
anything in the Liquidity Agreement to the contrary, the Banks hereby waive
any
Event of Default under the Liquidity Agreement (which shall be deemed not
to be
existing or continuing for all purposes of the Liquidity Agreement) that
may
arise by reason of an Indenture Event of Default or any failure to be in
compliance with Section 6.02 of the Liquidity Agreement at the time of a
Credit Utilization, in either case, which arises due to the failure of the
Trust
to (i) deliver to the Indenture Trustee, the Rating
Agencies, the Commercial Paper Dealers, the Owner Trustee, the
Collateral
Agent
and the
Agent
the financial statements of PHH for the fiscal quarters ended March 31, 2006,
June 30, 2006 and September 30, 2006 pursuant to Section 8.01(a)
of
the Liquidity Agreement and
Section
8.3(a)
of the
Indenture, as the case may be,
on or
prior to December 29, 2006 (such
waiver
to
continue to such
date
after
December 29, 2006 as
may be
agreed to in writing by the lenders party to the PHH Credit Agreement for
delivery of such financial statements and certificates pursuant to Sections
5.1(b) and (c) of the PHH Credit Agreement, but in any case not later than
Xxxxx 00, 0000),
(xx) deliver to the Indenture Trustee, the Rating Agencies, the Commercial
Paper Dealers, the Owner Trustee, the Collateral Agent and the Agent the
financial statements of PHH for the fiscal quarter ending March 31, 2007
pursuant to Section 8.01(a) of the Liquidity Agreement and Section 8.3(a)
of the
Indenture, as the case may be, on or prior to the 60th
day
after March 31, 2007 (such waiver to continue to such date after the
60th
day
after March 31, 2007 as may be agreed to in writing by the lenders party
to the
PHH Credit Agreement for delivery of such financial statements and certificates
pursuant to Sections 5.1(b) and (c) of the PHH Credit Agreement,
but
in
any case not later than June 30, 2007)
or
(iii) deliver to the Indenture Trustee, the Rating Agencies, the Commercial
Paper Dealers, the Owner Trustee, the Collateral Agent and the Agent the
financial statements of PHH, the Trust and the Seller for the fiscal year
ending
December 31, 2006 pursuant to Section 8.01(a) of the Liquidity Agreement
and Section 8.3(a) of the Indenture, as the case may be, on or prior to the
105th
day
after December 31, 2006 (such waiver to continue to such date after the
105th
day
after December 31, 2006 as may be agreed to in writing by the lenders party
to
the PHH Credit Agreement for delivery of such financial statements and
certificates pursuant to Sections 5.1(b) and (c) of the PHH Credit Agreement,
but
in
any case not later than June 30, 2007).
5. Consent
to Supplemental Indenture No. 2.
Pursuant to Section 8.09 of the Liquidity Agreement, the Banks hereby
consent to the execution and delivery by the Trust of a Supplemental Indenture
No. 2 in substantially the form attached hereto as Exhibit
A.
6. Effectiveness
of Amendment. This
Amendment shall become effective as of the date the Trust shall have received
counterparts of this Amendment duly executed by each of the Banks.
7. Continuing
Effect; No Other Waivers and Amendments.
Except
as
expressly provided herein, all of the terms and provisions of the Liquidity
Agreement are and shall remain in full force and effect. The waivers and
amendments provided for herein are limited to the specific subsections of
the
Liquidity Agreement specified herein and shall not constitute a consent,
waiver
or amendment of, or an indication of the Banks’ willingness to consent to any
action requiring consent under any other provisions of the Liquidity Agreement
or the same Section for any other date or time period other than those specified
herein.
Notwithstanding
the foregoing, in the event the Indenture Trustee provides notice pursuant
to
Section 9.1
of
the Base Indenture declaring the principal of the Notes due and payable,
the
waivers provided by Section 4 hereof shall be revoked immediately and shall
be of no further effect.
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.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of
the
day and year first above written.
XXXXXX’X
GATE RESIDENTIAL MORTGAGE TRUST
By:
PHH
MORTGAGE CORPORATION,
as
Administrator under the Administration Agreement
By:
/s/
Xxxx X. Xxxxxxx
Name:
Xxxx X. Xxxxxxx
Title:
Vice President & Treasurer
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
By:
JPMORGAN
CHASE BANK, N.A.,
as
Agent and
as a Lender
By:
/s/
Xxxxxxxxx X. Xxxxxxx
Name:
Xxxxxxxxx X. Xxxxxxx
Title:
Managing Director
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
By:
BANK
OF AMERICA, N.A.
By:
/s/
Xxxxxxxxx X. Xxxxxxx
Name:
Xxxxxxxxx X. Xxxxxxx
Title:
Managing Director
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
By:
BARCLAYS BANK PLC
By:
/s/
Xxxxxx XxXxxxxx
Name:
Xxxxxx
XxXxxxxx
Title:
Associate Director
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
Name
of
Bank: Canadian Imperial Bank of Commerce
By:
/s/
Xxxxxx X. Xxxxx
Name:
Xxxxxx
X. Xxxxx
Title:
Authorized Signatory
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
By:
CITIBANK N.A.
By:
/s/
Xxxx Xxxxx
Name:
Xxxx
Xxxxx
Title:
Vice
President
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
By:
DEUTSCHE BANK AG
By:
/s/
Xxxxxxx Xxxxx
Name:
Xxxxxxx
Xxxxx
Title:
Director
By:
/s/
Xxxxx Xxx
Name:
Xxxxx
Xxx
Title:
Vice
President
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
Name
of
Bank: Manufacturers and Traders Trust Company
By:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx
X. Xxxxxx
Title:
Administrative Vice President
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
By:
MELLON BANK, N.A.
By:
/s/
Xxxxxx X. Xxxx
Name:
Xxxxxx
X. Xxxx
Title:
First
Vice President
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
By:
THE
BANK OF NOVA SCOTIA
By:
/s/
Xxxx Xxxxxx
Name:
Xxxx
Xxxxxx
Title:
Managing Director
Signature
page to
Amendment
under Xxxxxx’x Gate Residential Mortgage Trust
Amendment
and Restated Liquidity Agreement,
dated
as
of December 11, 1998
(as
further amended and restated on December 2, 2003)
By:
THE
ROYAL BANK OF SCOTLAND PLC
By:
/s/
Xxxxxx Xxxxxx
Name:
Xxxxxx
Xxxxxx
Title:
Managing Director
