CONFORMED COPY TWO YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT Dated as of March 4, 1997, as amended and restated through February 21, 2002Credit Agreement • February 21st, 2002 • PHH Corp • Services-auto rental & leasing (no drivers)
PHH CORPORATION U.S. $3,000,000,000 Medium-Term Notes DISTRIBUTION AGREEMENTDistribution Agreement • May 23rd, 1997 • PHH Corp • Services-auto rental & leasing (no drivers) • Maryland
AmongLoan and Security Agreement • March 31st, 1999 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
by and amongMerger Agreement • November 15th, 1996 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
Issuer toSupplemental Indenture • July 14th, 1998 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 4.5 THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN...Indenture • February 24th, 2003 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
PHH CORPORATION U.S. $3,000,000,000 Medium-Term Notes DISTRIBUTION AGREEMENTDistribution Agreement • July 29th, 1997 • PHH Corp • Services-auto rental & leasing (no drivers) • Maryland
FIRST AMENDMENT TO RIGHTS AGREEMENT This Amendment, dated as of November 13, 1996 (the "Amendment"), between PHH Corporation, a Maryland corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"). WHEREAS, the...Rights Agreement • November 15th, 1996 • PHH Corp • Services-auto rental & leasing (no drivers) • Maryland
EXHIBIT 1.1 PHH CORPORATION (a Maryland corporation) 6.000% Notes due 2008 7.125% Notes due 2013 UNDERWRITING AGREEMENT February 13, 2003 PHH CORPORATION (a Maryland corporation) 6.000% Notes due 2008 7.125% Notes due 2013 UNDERWRITING AGREEMENTUnderwriting Agreement • February 24th, 2003 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
PHH CORPORATION Issuer toSupplemental Indenture • February 8th, 2001 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
PHH CORPORATIONDistribution Agreement • January 30th, 1998 • PHH Corp • Services-auto rental & leasing (no drivers) • Maryland
PHH CORPORATION Issuer toSupplemental Indenture • June 4th, 2002 • PHH Corp • Services-auto rental & leasing (no drivers)
ARTICLE I DEFINITIONS ARTICLE IIPurchase Agreement • March 29th, 2002 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
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”).
EXHIBIT 1Rights Agreement • March 26th, 1996 • PHH Corp • Services-auto rental & leasing (no drivers) • Maryland
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
TRUSTEE INDENTUREIndenture • May 23rd, 1997 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
CHESAPEAKE FUNDING LLC, as Issuer and JPMORGAN CHASE BANK, as Indenture Trustee SERIES 2004-1 INDENTURE SUPPLEMENT dated as of July 29, 2004 to BASE INDENTURE dated as of June 30, 1999 $500,000,000 of Floating Rate Callable Asset Backed Investor NotesIndenture Supplement • November 2nd, 2004 • PHH Corp • Miscellaneous business credit institution • New York
PHH CORPORATION $350,000,000 6.375% Senior Notes due 2021 Underwriting AgreementUnderwriting Agreement • August 12th, 2013 • 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 J.P. Morgan Securities LLC (the “Representative”) is acting as representative, $350,000,000 principal amount of its 6.375% Senior Notes due 2021 (the “Securities”). The Securities are to be issued under an indenture (the “Initial Indenture”), dated as of January 17, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture (the “Supplemental Indenture”), to be dated as of the Closing Date (as defined in Section 3 herein), between the Company and the Trustee. The Initial Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the Indenture. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shal
PHH CORPORATION U.S. $3,000,000,000 Medium-Term Notes DISTRIBUTION AGREEMENTDistribution Agreement • December 12th, 2000 • PHH Corp • Services-auto rental & leasing (no drivers) • Maryland
Exhibit 1 PHH CORPORATION U.S. $2,000,000,000 Medium-Term Notes DISTRIBUTION AGREEMENTDistribution Agreement • October 24th, 1995 • PHH Corp • Services-auto rental & leasing (no drivers) • Maryland
ARTICLE I DEFINITIONSTransfer and Servicing Agreement • March 29th, 2002 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
ARTICLE I DEFINITIONS ARTICLE IIPurchase Agreement • May 11th, 2000 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
Exhibit 1.1 SELLING AGENT AGREEMENTSelling Agent Agreement • June 4th, 2002 • PHH Corp • Services-auto rental & leasing (no drivers) • Illinois
PHH CORPORATION as Issuer AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of January 17, 2012Indenture • January 17th, 2012 • PHH Corp • Miscellaneous business credit institution • New York
INDENTURE, dated as of January 17, 2012, between PHH Corporation, a corporation duly organized and existing under the laws of the State of Maryland (herein called the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”).
as Issuer,Master Indenture • March 29th, 2002 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 4.4 THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN...Indenture • February 24th, 2003 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
AGREEMENT AND PLAN OF MERGER by and among OCWEN FINANCIAL CORPORATION, POMS CORP and PHH CORPORATION Dated as of February 27, 2018Merger Agreement • February 27th, 2018 • PHH Corp • Miscellaneous business credit institution • Maryland
This AGREEMENT AND PLAN OF MERGER, dated as of February 27, 2018 (this “Agreement”), is by and among Ocwen Financial Corporation, a Florida corporation (“Parent”), PHH Corporation, a Maryland corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and POMS Corp, a Maryland corporation (the “Company” and together with Parent and Merger Sub, the “Parties” and each, a “Party”).
ARTICLE I DEFINITIONS ARTICLE IIReceivables Purchase Agreement • March 29th, 2002 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
CONFORMED COPY SECOND AMENDMENT (this "AMENDMENT"), dated as of February 21, 2002, to the FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT dated as of March 4, 1997, as amended and restated through February 28, 2000 (as amended,...Five Year Competitive Advance and Revolving Credit Agreement • March 29th, 2002 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
EXHIBIT 1 PHH CORPORATION U.S. $3,000,000,000 Medium-Term Notes DISTRIBUTION AGREEMENTDistribution Agreement • September 22nd, 2000 • PHH Corp • Services-auto rental & leasing (no drivers) • Maryland
REGISTRATION RIGHTS AGREEMENT by and among PHH Corporation and Banc of America Securities LLC Citigroup Global Markets Inc. J.P. Morgan Securities Inc. RBS Securities Inc. as representatives of the Initial Purchasers Dated as of August 11, 2010Registration Rights Agreement • August 12th, 2010 • PHH Corp • Miscellaneous business credit institution • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 11, 2010, by and among PHH Corporation, a Maryland corporation (the “Company”), and Banc of America Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and RBS Securities Inc., as representatives of the initial purchasers listed on Schedule I to the Purchase Agreement (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 9.25% Senior Notes due 2016 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of June 26, 2008 Between: THE ROYAL BANK OF SCOTLAND PLC, as Buyer, and PHH MORTGAGE CORPORATION, as SellerMaster Repurchase Agreement • November 10th, 2008 • PHH Corp • Miscellaneous business credit institution • New York
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of June 26, 2008, between PHH Mortgage Corporation, a New Jersey corporation, as seller (“ Seller ”), and The Royal Bank of Scotland plc, (“Buyer”, which term shall include any “ Principal ” as defined and provided for in Annex I), or as agent pursuant hereto (“ Agent ”).
364-DAY COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT (the "Agreement"), dated as of March 4, 1997, among PHH CORPORATION, a Maryland corporation (the "Borrower"), PHH VEHICLE MANAGEMENT SERVICES INC., a corporation incorporated under the Canada...364-Day Competitive Advance and Revolving Credit Agreement • May 23rd, 1997 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
SALE OF ELIGIBLE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTSMortgage Loan Purchase and Servicing Agreement • March 29th, 2002 • PHH Corp • Services-auto rental & leasing (no drivers) • New York
