Attached files
file | filename |
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EX-32.2 - EX-32.2 - PHH CORP | y90822exv32w2.htm |
EX-32.1 - EX-32.1 - PHH CORP | y90822exv32w1.htm |
EX-31.1 - EX-31.1 - PHH CORP | y90822exv31w1.htm |
EX-31.2 - EX-31.2 - PHH CORP | y90822exv31w2.htm |
EXCEL - IDEA: XBRL DOCUMENT - PHH CORP | Financial_Report.xls |
10-Q - FORM 10-Q - PHH CORP | y90822e10vq.htm |
Exhibit 4.8.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (DTC), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSORS NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE
INDENTURE.
PHH CORPORATION
9 1/4% Senior Note Due 2016
9 1/4% Senior Note Due 2016
CUSIP 693320 AL7
No. 1 | $350,000,000 |
PHH Corporation, a Maryland corporation (the Company, which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or
its registered assigns, the principal sum of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) or
such other amount as indicated on the Schedule of Exchange of Notes attached hereto on March 1,
2016.
Interest Rate: 9 1/4% per annum.
Interest Payment Dates: March 1 and September 1, commencing March 1, 2011.
Regular Record Dates: February 15 and August 15.
Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which will for all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.
Date: March 31, 2011 | PHH CORPORATION |
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By: | ||||
Name: | Mark E. Johnson | |||
Title: | Senior Vice President and Treasurer |
(Trustees Certificate of Authentication)
This is one of the 9 1/4% Senior Notes Due 2016 described in the Indenture referred to in this
Note.
The Bank of New York Mellon Trust Company, N.A., as Trustee |
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By: | ||||||
Date:
[REVERSE SIDE OF NOTE]
PHH CORPORATION
9 1/4% Senior Note Due 2016
9 1/4% Senior Note Due 2016
1. Principal and Interest.
The Company promises to pay the principal of this Note on March 1, 2016.
The Company promises to pay interest on the principal amount of this Note on each interest
payment date, as set forth on the face of this Note, at the rate of 9.25% per annum (subject to
adjustment as provided below).
Interest will be payable semiannually (to the holders of record of the Notes at the close of
business on the March 1 or September 1 immediately preceding the interest payment date) on each
interest payment date, commencing March 1, 2011.
Interest on this Note will accrue from the most recent date to which interest has been paid on
this Note (or, if there is no existing default in the payment of interest and if this Note is
authenticated between a regular record date and the next interest payment date, from such interest
payment date) or, if no interest has been paid, from August 11, 2010. Interest will be computed in
the basis of a 360-day year of twelve 30-day months.
The Company will pay interest on overdue principal, premium, if any, and, to the extent
lawful, interest at the rate applicable to this Note. Interest not paid when due and any interest
on principal, premium or interest not paid when due will be paid to the Persons that are Holders on
a special record date, which will be the 15th day preceding the date fixed by the Company for the
payment of such interest, whether or not such day is a Business Day. At least 15 days before a
special record date, the Company will send to each Holder and to the Trustee a notice that sets
forth the special record date, the payment date and the amount of interest to be paid.
2. Indentures.
This is one of the Notes issued under an Indenture dated as of August 11, 2010 (as amended
from time to time, the Indenture), between the Company and The Bank of New York Mellon Trust
Company, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture
unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all
such terms, and Holders are referred to the Indenture and
the Trust Indenture Act for a statement
of all such terms. To the extent permitted by applicable law, in the event of any inconsistency
between the terms of this Note and the terms of the Indenture, the terms of the Indenture will
control.
The Notes are general unsecured obligations of the Company. The Indenture limits the original
aggregate principal amount of the Notes to $350,000,000, but Additional Notes may be issued
pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote
together for all purposes as a single class.
3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.
This Note is subject to optional redemption, and may be the subject of an Offer to Purchase,
as further described in the Indenture. There is no sinking fund or mandatory redemption applicable
to this Note.
If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to
pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to
redemption or maturity, the Company may in certain circumstances be discharged from the Indenture
and the Notes or may be discharged from certain of its obligations under certain provisions of the
Indenture.
4. Registered Form; Denominations; Transfer; Exchange.
The Notes are in registered form, without interest coupons, in denominations of $2,000 and
higher integral multiples of $1,000. A Holder may register the transfer or exchange of Notes in
accordance with the Indenture. The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will
not be required to issue, register the transfer of or exchange any Note or certain portions of a
Note.
5. Defaults and Remedies.
If an Event of Default with respect to the Notes shall occur and be continuing, the Trustee or
the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal
and accrued interest of all of the Notes to be due and payable immediately. If a bankruptcy or
insolvency default with respect to the Company occurs and is continuing, the Notes automatically
become due and payable. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount
of the Notes then outstanding may direct the Trustee in its exercise of remedies.
6. Amendment and Waiver.
Under the Indenture, the Companys rights and obligations and the rights of the Holders of the
Notes may be changed and compliance with certain covenants or a past default may be waived. Subject
to certain exceptions, any change requires the consent of the Holders of a majority in principal
amount of the outstanding Notes; provided that no such modification shall, without the consent of
the Holder of each Note affected thereby change certain rights of the Holders of the Notes
specified in the Indenture. Without the consent of any Holder, the Company and the Trustee may
modify, amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity,
defect, mistake or inconsistency in the Indenture.
7. Authentication.
This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of
authentication on the other side of this Note.
8. Governing Law.
This Note shall be governed by, and construed in accordance with, the laws of the State of New
York.
9. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to
Minors Act).
The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge.
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto
Insert Taxpayer Identification No.
Please print or typewrite name and address including zip code of assignee
the within Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note on the books of the Company with full power of substitution in
the premises.
Date: |
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Seller | ||||||||||
By | ||||||||||
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. |
Signature Guarantee:* |
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By | ||||||
To be executed by an executive officer |
* | Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (STAMP) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have all of this Note purchased by the Company pursuant to Section 3.03 of the
Indenture, check the box: o
If you wish to have a portion of this Note purchased by the Company pursuant to Section 3.03
of the Indenture, state the amount (in original principal amount) below:
$ .
Date:
Your Signature:__________________________
(Sign exactly as your name appears on the other side of this Note)
Signature Guarantee:*_____________________________
* | Signatures must be guaranteed by an eligible guarantor institution meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (STAMP) or such other signature guarantee program as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. |
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for Physical Notes or a part of another
Global Note have been made:
Principal amount of | ||||||||
this Global Note | ||||||||
Amount of decrease | Amount of increase | following such | Signature of | |||||
in principal amount | in principal amount | decrease (or | authorized officer of | |||||
Date of Exchange | of this Global Note | of this Global Note | increase) | Trustee | ||||