January 13, 2006 PHH Mortgage Corporation

Exhibit 10.1

January 13, 2006

PHH Mortgage Corporation

0000 Xxxxxxxxxx Xxxx

Xx. Xxxxxx, XX 00000

Re: PHH Mortgage Corporation / Sheffield $500,000,000 Mortgage Warehouse Facility

Ladies and Gentlemen:

Reference is hereby made to the Fourth Amended and Restated Mortgage Loan Repurchase and Servicing Agreement dated as of June 30, 2005 (the “Repurchase Agreement”) among Sheffield Receivables Corporation, as Purchaser ("the Purchaser"), Barclays Bank PLC, as Administrative Agent (the "Administrative Agent"), PHH Mortgage Corporation, as Seller and Servicer (the "Seller") and PHH Corporation, as Guarantor. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Repurchase Agreement.

The Purchaser hereby requests that pursuant to clause (i) of the definition of Expiration Date, the new Expiration Date of the Repurchase Agreement will be January 12, 2007 in respect of such clause.

If you agree to such change please indicate in the signature space provided below. We look forward to our continued business relationship.

	Very truly yours,
	SHEFFIELD RECEIVABLES CORPORATION
	By: Barclays Bank PLC, as attorney-in-fact
	/s/ Xxxxxxx Xxxx
	By:	Xxxxxxx Xxxx
	Title:	Director

ACCEPTED AND AGREED:

PHH MORTGAGE CORPORATION,

As Seller

/s/ Xxxx Xxxxxxx
By:	Xxxx Xxxxxxx
Title:	Vice President and Treasurer

PHH CORPORATION,

As Guarantor

/s/ Xxxx X. Xxxxxx

By:	Xxxx X. Xxxxxx
Title:	CFO

BARCLAYS BANK PLC,

As Administrative Agent

/s/ Xxxxxxx Xxxxxxxx

By:	Xxxxxxx Xxxxxxxx
Title:	Associate Director