PHH CORPORATION $220,000,000 6.00% Convertible Senior Notes due 2017* Underwriting AgreementUnderwriting Agreement • January 11th, 2012 • PHH Corp • Miscellaneous business credit institution • New York
PHH Corporation, a corporation organized under the laws of Maryland (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $220,000,000 principal amount of its 6.00% Convertible Senior Notes due 2017 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to $30,000,000 additional principal amount of its 6.00% Convertible Senior Notes due 2017 to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). The Securities are convertible into cash and shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company at the conversion price set forth in the Final Prospectus. The Securities are to be issued under a base indenture (the “Base Indenture”), to be dated as of the Closing Date (as
FIFTH AMENDMENTCompetitive Advance and Revolving Credit Agreement • January 11th, 2012 • PHH Corp • Miscellaneous business credit institution • New York
FIFTH AMENDMENT, dated as of January 10, 2012 (this “Amendment”), to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of January 6, 2006 (as previously amended, the “Existing Credit Agreement”; as amended by this Amendment, the “Credit Agreement”), among PHH Corporation, a Maryland corporation (the “Borrower”), PHH Vehicle Management Services, Inc., a Canadian corporation (the “Canadian Subsidiary Borrower”), the lenders and agents from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent.
