PHH CORPORATION. A Maryland corporation.
PHH CORPORATION. PHH"), a Maryland corporation, has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland.
PHH CORPORATION. Senior Notes due 2013 Convertible Notes due 2012 Convertible Notes due 2014
PHH CORPORATION. By: ------------------------------- Title: Name: THE CHASE MANHATTAN BANK, individually and as Administrative Agent By: ------------------------------- Title: Name: CREDIT SUISSE FIRST BOSTON By: ------------------------------- Title: Name: BANK OF AMERICA N.A. By: ------------------------------- Title: Name: BANK OF MONTREAL By: ------------------------------- Title: Name: THE BANK OF NEW YORK By: ------------------------------- Title: Name: THE BANK OF NOVA SCOTIA By: ------------------------------- Title: Name: THE BANK OF TOKYO-MITSUBISHI, LIMITED, NEW YORK BRANCH By: ------------------------------- Title: Name: CREDIT LYONNAIS NEW YORK BRANCH By: ------------------------------- Title: Name: BANK ONE, NA By: ------------------------------- Title: Name: FUJI BANK LTD. By: ------------------------------- Title: Name: ALLFIRST BANK By: ------------------------------- Title: Name: FIRST UNION NATIONAL BANK By: ------------------------------- Title: Name: FLEET BANK By: ------------------------------- Title: Name: THE INDUSTRIAL BANK OF JAPAN, LIMITED NEW YORK BRANCH By: ------------------------------- Title: Name: MELLON BANK, N.A. By: ------------------------------- Title: Name: NATIONAL WESTMINSTER BANK PLC By: ------------------------------- Title: Name: NORTHERN TRUST COMPANY By: ------------------------------- Title: Name: ROYAL BANK OF CANADA By: ------------------------------- Title: Name: THE SUMITOMO BANK, LIMITED By: ------------------------------- Title: Name: XXXXX FARGO BANK, N.A. By: ------------------------------- Title: Name: WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH By: ------------------------------- Title: Name: By: ------------------------------- Title: Name:
PHH CORPORATION. By: /s/ Xxxxxx Xxxxxxx --------------------------------------------- Name: Xxxxxx Xxxxxxx Title: EVP, Chief Financial Officer and Treasurer
PHH CORPORATION. By: ------------------------ Name: Title:
PHH CORPORATION. By: ------------------------------- Eric J. Bock Executxxx Xxxx Xxxsident, Law & Corporate Secretary PHH CORPORATION By: ------------------------------- Mark E. Johnson Vicx Xxxxxxxxx & Xssistant Treasurer CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series of Securities described in the within-mentioned Indenture. Dated: February 19, 2003 BANK ONE TRUST COMPANY, N.A., as Trustee By: --------------------------- Authorized Officer TERMS OF NOTES
PHH CORPORATION. TABLE OF CONTENTS This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience only.
PHH CORPORATION. Per: /s/ Xxxxxxx X. Xxxxxxxxx
PHH CORPORATION a Maryland corporation ------------ (the "Company"), has filed with the Securities and Exchange Commission (the "Commission"), and the Commission declared effective on _____________, 1995, a registration statement on Form S-3 (Registration No. 33-_____, hereinafter called the "Registration Statement"), covering up to U.S. $2,000,000,000 aggregate principal amount of the Company's debt securities (the "Securities"). Any reference herein to the term "Registration Statement" shall be deemed to refer, unless the context otherwise indicates, to the Registration Statement, including the form of final prospectus, financial statements and other documents included or incorporated by reference therein and all exhibits included therein, as from time to time amended, and the term "Prospectus" shall be deemed to refer collectively, unless the context otherwise indicates, to the final prospectus in the form filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 (the "Act") and each prospectus as supplemented mailed to the Commission pursuant to Rule 424(c) under the Act, including documents incorporated by reference therein, as from time to time amended or supplemented (exclusive of any supplements relating solely to Securities that are not Offered Securities as hereinafter defined). The Securities will be issued under one or more indentures (the "Indentures") identified and described in the Registration Statement between the Company and one or more commercial banks, as trustees (the "Trustees"). One class of Securities that the Company is authorized to issue under the Indentures is Medium-Term Notes (the "Offered Securities"). Without limitation on the Company's right to sell all other classes of Securities through underwriters (which may include any or all of you) or dealers, or directly to one or more institutional investors, or through agents (which may include any or all of you), and without limitation on the Company's right to sell Offered Securities through other agents as provided in Section 3(a) hereof, the Company confirms its agreement with you with respect to the issue and sale by the Company of up to U.S. $2,000,000,000 (or the equivalent in foreign currency or currency units) principal amount of the Offered Securities issued under the Indentures, subject to reduction as a result of the concurrent sale of other Securities of the Company.
