SECOND AMENDMENT
Exhibit
10.3
SECOND
AMENDMENT
SECOND
AMENDMENT, dated as of November 2, 2007 (this “Amendment”), to the
Amended and Restated Competitive Advance and Revolving Credit Agreement, dated
as of January 6, 2006 (the “Credit Agreement”), among PHH Corporation, a
Maryland corporation (the “Borrower”), PHH Vehicle Management Services,
Inc., a Canadian corporation (the “Canadian Subsidiary Borrower”),
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 6.1(i). Section 6.1(i) of the Credit Agreement is
hereby amended by deleting therefrom the following: “, if the aggregate
principal amount of all such Indebtedness does not exceed
$1,150,000,000”.
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
3:00 P.M. EST November 2, 2007, an amendment fee equal to 0.03% 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 mutatismutandis, except to the
extent that such representations and warranties (i) are the subject of that
certain Waiver, dated as of December 21, 2006, to the Credit Agreement or (ii)
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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2
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
By:
/s/ Xxxx X.
Xxxxxxx
Name:
Xxxx X. Xxxxxxx
Title: Vice
President and Treasurer
PHH
VEHICLE MANAGEMENT SERVICES, INC., as the Canadian Borrower
By:
/s/ Xxxx X.
Xxxxxxx
Name:
Xxxx X. Xxxxxxx
Title: Vice
President and Treasurer
JPMORGAN
CHASE BANK, N.A., as Administrative Agent
By: /s/Xxxx
X.
Xxxxxx
Name:
Xxxx X. Xxxxxx
Title: Managing
Director
THE
BANK
OF NOVA SCOTIA, as the Canadian Lender
By: /s/Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
Title: Managing
Director
ABN
AMRO
Bank N.V.
By: /s/
Xxxxxx X.
Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title: Director
By: /s/
Xxxxxxx
XxXxxxx
Name:
Xxxxxxx XxXxxxx
Title: Vice
President
BANK
OF
COMMUNICATIONS CO., LTD.
NEW
YORK
BRANCH
By: /s/
Shelby He
Name:
Shelby He
Title:
Deputy General
Manager
BARCLAYS
BANK PLC
By: /s/
Xxxxxxxx
Xxxx
Name:
Xxxxxxxx Xxxx
Title: Director
CALYON
NEW YORK BRANCH
By: /s/
Xxxxxx Xxx Xxxxxxx
Name:
Xxxxxx Xxx Xxxxxxx
Title:
Managing Director
By: /s/
Xxxxxxxxx Xxxxx
Name:
Xxxxxxxxx Xxxxx
Title:
Managing Director
CIBC
INC.
By: /s/
Xxxxxxx X.
Xxxxxxxx
Name: Xxxxxxx
X.
Xxxxxxxx
Title:
Executive
Director
CIBC
World Markets Corp.
Authorized
Signatory
CITIBANK,
N.A.
By: /s/
Xxxxxx X.
Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Attorney-in-Fact
CITICORP
USA, Inc.
By: /s/
Xxxxxx X.
Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Vice President
DEUTSCHE
BANK AG NEW YORK BRANCH
By: /s/
Xxxxxxx
Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Managing Director
By: /s/
Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Vice President
HSBC
Bank
(USA), N.A.
By: /s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Senior Vice
President
Manufacturers
& Traders Trust Company
By: /s/
Laurel X.X. Xxxxxxxx
Name:
Laurel X.X.
Xxxxxxxx
Title: Vice
President
MELLON
BANK, N.A., as Lender
By: /s/
Xxxxxx X. Xxxxxxx, Xx.
Name:
Xxxxxx X. Xxxxxxx,
Xx.
Title: Senior
Vice
President
XXXXXX
XXXXX BANK USA
By: /s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title: Director
THE
NORTHERN TRUST COMPANY
By: /s/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
Royal
Bank of Canada
By: /s/
Xxxxxx
Xxx
Name:
Xxxxxx Xxx
Title:
Authorized
Signatory
THE
ROYAL
BANK OF SCOTLAND PLC
By: /s/
Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Managing Director
UBS
LOAN
FINANCE LLC
By: /s/
Xxxx X.
Xxxx
Name:
Xxxx X. Xxxx
Title:
Associate
Director
By: /s/
Xxxxx X.
Xxxxx
Name:
Xxxxx X. Xxxxx
Title:
Associate
Director
Wachovia
Bank, National Association
By: /s/
Xxxxx X.
Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
Vice President
