PHH CORPORATION and THE BANK OF NEW YORK Rights Agent Rights Agreement Dated as of January 28, 2005Rights Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New York
RIGHTS AGREEMENT, dated as of January 28, 2005 (the “Agreement”), between PHH Corporation, a Maryland corporation (the “Company”), and the Bank of New York, a New York banking corporation (the “Rights Agent”).
TAX SHARING AGREEMENT by and among CENDANT CORPORATION and PHH CORPORATIONTax Sharing Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New York
This Tax Sharing Agreement (this “Agreement”) is dated as of January 31, 2005, by and among Cendant Corporation, a Delaware corporation (“Cendant”), PHH Corporation, a Maryland corporation (“PHH”), and each PHH Affiliate that executes this Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VII hereof.
SEPARATION AGREEMENT between CENDANT CORPORATION and PHH CORPORATIONSeparation Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New York
This Separation Agreement (this “Agreement”) is dated as of January 31, 2005, between CENDANT CORPORATION, a Delaware corporation (“Cendant”), and PHH CORPORATION, a Maryland corporation (“PHH,” and together with Cendant, each a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ARTICLE V hereof.
STRATEGIC RELATIONSHIP AGREEMENT BY AND AMONG CENDANT REAL ESTATE SERVICES GROUP, LLC, CENDANT REAL ESTATE SERVICES VENTURE PARTNER, INC., PHH CORPORATION, CENDANT MORTGAGE CORPORATION, PHH BROKER PARTNER CORPORATION, AND PHH HOME LOANS, LLC January...Strategic Relationship Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New York
This STRATEGIC RELATIONSHIP AGREEMENT, dated as of January 31, 2005 (this “Agreement”), is by and among Cendant Real Estate Services Group, LLC, a Delaware limited liability company (“Cendant Real Estate”), Cendant Real Estate Services Venture Partner, Inc., a Delaware corporation (the “Cendant Member”), PHH Corporation, a Maryland corporation (“PHH”), Cendant Mortgage Corporation, a New Jersey corporation (to be renamed “PHH Mortgage Corporation”) (“PMC”), PHH Broker Partner Corporation, a Maryland corporation (the “PHH Member”) and PHH Home Loans, LLC, a Delaware limited liability company (the “Company”). Each of Cendant Real Estate, the Cendant Member, PHH, PMC, the PHH Member and the Company is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT PHH HOME LOANS, LLC January 31, 2005Limited Liability Company Operating Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New York
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, dated as of January 31, 2005 (this “Agreement”), of PHH Home Loans, LLC (the “Company”), a Delaware limited liability company, is by and between PHH Broker Partner Corporation, a Maryland corporation (the “PHH Member”), and Cendant Real Estate Services Venture Partner, Inc., a Delaware corporation (the “Cendant Member”) and each Person (as hereinafter defined) subsequently admitted as a member of the Company (individually, a “Member” and, collectively, the “Members”).
ContractThree Year Competitive Advance and Revolving Credit Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New York
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”).
TRADEMARK LICENSE AGREEMENT Between TM ACQUISITION CORP. COLDWELL BANKER REAL ESTATE CORPORATION ERA FRANCHISE SYSTEMS, INC. And CENDANT MORTGAGE CORPORATION Dated as of January 31, 2005Trademark License Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New York
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of January 31, 2005, (the “Effective Date”), by and among TM ACQUISITION CORP., a Delaware corporation located at 10750 W. Charleston Blvd., Suite 130, Las Vegas, NV 89135 (“TM Corp.”), COLDWELL BANKER REAL ESTATE CORPORATION (“Coldwell Banker”) and ERA FRANCHISE SYSTEMS, INC. (“ERA”), both located at 1 Campus Drive, Parsippany, New Jersey 07054 (ERA, Coldwell Banker and TM Corp. are collectively the “Licensors”), and CENDANT MORTGAGE CORPORATION (to be renamed “PHH Mortgage Corporation”), a New Jersey corporation located at 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 (“Licensee”). Licensors and Licensee are hereinafter referred to collectively as the “Parties” or individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New Jersey
This Employment Agreement dated as of January 31, 2005, but effective as of and contingent upon the distribution by Cendant Corporation to its stockholders of all of the common stock of PHH Corporation during the first quarter of 2005 (the “Transaction”), is hereby made by and among Cendant Corporation (“Cendant”), PHH Corporation (“PHH”) and Terry Edwards (the “Executive”).
TRANSITION SERVICES AGREEMENT among CENDANT CORPORATION, CENDANT OPERATIONS, INC. and PHH CORPORATION PHH VEHICLE MANAGEMENT SERVICES LLC (d/b/a PHH Arval) CENDANT MORTGAGE CORPORATION Dated as of January 31, 2005Transition Services Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of January 31, 2005 (the “Effective Date”), by and among Cendant Operations, Inc., a Delaware corporation (“Cendant Operations”), Cendant Corporation, a Delaware corporation (“Cendant”), PHH Corporation, a Maryland corporation (“PHH”), PHH Vehicle Management Services LLC (d/b/a PHH Arval), a Delaware limited liability company (“PHH Arval”), and Cendant Mortgage Corporation (to be renamed “PHH Mortgage Corporation”), a New Jersey corporation (“PMC,” and together with PHH and PHH Arval, the “PHH Entities”). Each of Cendant Operations, Cendant and the PHH Entities is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
MARKETING AGREEMENT BY AND BETWEEN COLDWELL BANKER REAL ESTATE CORPORATION, CENTURY 21 REAL ESTATE CORPORATION, ERA FRANCHISE SYSTEMS, INC., AND SOTHEBY’S INTERNATIONAL AFFILIATES, INC. AND CENDANT MORTGAGE CORPORATIONMarketing Agreement • February 1st, 2005 • PHH Corp • Miscellaneous business credit institution
This Marketing Agreement (“Agreement”) is entered into as of the 31st day of January, 2005 (“Effective Date”), between Cendant Mortgage Corporation (to be renamed PHH Mortgage Corporation), a New Jersey corporation (“PHH Mortgage”) having an office at 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 and Coldwell Banker Real Estate Corporation (“Coldwell Banker”), Century 21 Real Estate LLC, ERA Franchise Systems, Inc. (“ERA”), and Sotheby’s International Affiliates, Inc., each having offices at 1 Campus Drive, Parsippany, New Jersey 07054 (each a “Brand” and collectively, the “Brands”) (collectively, the “Parties”).
