the effects of environmental, economic or political conditions on the international, national or regional economy, the outbreak or escalation of hostilities or terrorist attacks and the impact thereof on our businesses

Exhibit 10.1.2

THIRD AMENDMENT

     THIRD AMENDMENT, dated as of March 27, 2008 (this “Amendment”), to the Amended and Restated Competitive Advance and Revolving Credit Agreement, dated as of January 6, 2006 (as previously amended, 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 from time to time party thereto (the “Lenders”), 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 7(e). Section 7(e) of the Credit Agreement is hereby amended by inserting the following at the end of the first proviso following subclause (iii) therein:

     “or with respect to any Indebtedness that is convertible, in whole or in part, into shares of capital stock of the Borrower and/or cash based on any formula(s) that reference the trading price of shares of capital stock of the Borrower, any payment for settlement (whether in cash or otherwise) upon conversion thereof”.

     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 Noon (New York City time) on March 27, 2008, an amendment fee equal to 0.025% 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 mutatis mutandis, except to the extent that such representations and warranties 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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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and the year first above written.