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
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS 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 AN INTEREST HEREIN.
CUSIP No. 000000XX0
ISIN No. US693320AF08
Certificate No. $
PHH CORPORATION
7.125% NOTES DUE 2013
PHH CORPORATION, a Maryland corporation (the "Company," which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or its
registered assigns, the principal sum of MILLION DOLLARS
($ ) on March 1, 2013, and to pay interest on said principal sum
from February 19, 2003 or from the most recent interest payment date (each
such date, an "Interest Payment Date") to which interest has been paid or duly
provided for, semiannually on March 1 and September 1 of each year, commencing
on September 1, 2003 at the annual rate of 7.125% (the "Interest Rate") until
the principal hereof is paid or duly made available for payment, and on any
overdue principal and premium, if any, and (without duplication and to the
extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the rate of 7.125% until such
principal, premium or installment of interest, as the case may be, is paid or
duly made available for payment, compounded semiannually.
The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. In
the event that any date on which interest is payable on this Note is not a
Business Day, then payment of interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and
effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Note (or
one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date, whether or not
such day is a Business Day, for such interest installment, which shall be
February 15 and August 15, as the case may be, next preceding such Interest
Payment Date. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holders on
such regular record date and may be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to the registered Holders of
this series of Notes not more than 15 days and not less than 10 days prior to
such special record date, or may be paid in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange
all as more fully provided in the Indenture.
The principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Trustee maintained for that
purpose in any coin or currency of the United States of America that at the
time of payment is legal tender for payment of public and private debts ("U.S.
Currency"); provided, however, that payment of interest may be made at the
option of the Company by check mailed to the registered Holder at such address
as shall appear in the Security Register or by wire transfer to an account
appropriately designated by the Holder entitled thereto.
The provisions of this Note are continued on the attached "Terms of
Notes" and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.
Dated: February 19, 2003
PHH CORPORATION
By: _______________________________
Xxxx X. Xxxx
Executive Vice President, Law &
Corporate Secretary
PHH CORPORATION
By: _______________________________
Xxxx X. Xxxxxxx
Vice President & Assistant
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
7.125% SENIOR NOTE DUE 2013
1. Indenture
This Note is a part of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Securities"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of November 6, 2000 (the "Base Indenture"), by and
between the Company and Bank One Trust Company, N.A., as Trustee (the
"Trustee"), as supplemented by Supplemental Indenture No. 1, dated as of
November 6, 2000 ("Supplemental Indenture No. 1) and Supplemental Indenture
No. 3, dated as of May 30, 2002 (and together with the Base Indenture and
Supplemental Indenture No. 1, the "Indenture") to which the Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities. By
the terms of the Indenture, the Securities are issuable in series that may
vary as to amount, date of maturity, rate of interest and in other respects as
provided in the Indenture. This Note constitutes a portion of a single series.
2. Additional Securities
The Company may, without the consent of any of the Holders of these
Notes, issue additional Securities having the same tenor as these Notes so
that the additional Securities and these Notes form a single series.
3. Redemption at the Option of the Company
The Notes are redeemable, at the option of the Company, at any time
or from time to time, in whole or in part (the "Redemption Date"), on at least
30 days but not more than 60 days prior notice mailed to the registered
address of each Holder of Notes, at a redemption price (the "Redemption
Price") equal to the greater of (i) the aggregate principal amount of the
Notes to be redeemed or (ii) the sum of the present values of the Remaining
Scheduled Payments discounted, on a semiannual basis (assuming a 360-day year
consisting of twelve 30 day months), at the Treasury Rate plus 50 basis
points, plus, in the case of each of clauses (i) and (ii) above, accrued and
unpaid interest to the date of redemption.
For purposes of the preceding paragraph, the following definitions
shall apply:
"Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to
maturity (computed as of the second Business Day immediately
preceding such Redemption Date) of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity most comparable to the remaining term of the Notes (and
which are not callable prior to maturity) to be redeemed that would
be utilized, at the time of selection and in accordance with
customary financial practices, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the
Notes.
"Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such
Redemption Date, as set forth in the daily statistical release (or
any successor release) published by the Federal Reserve Bank of New
York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such
Business Day, (A) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest or
lowest of such Reference Treasury Dealer Quotations for such
Redemption Date, or (B) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations obtained.
"Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m., New York City time on
the third Business Day preceding such Redemption Date.
"Reference Treasury Dealer" means (1) each of Banc of
America Securities LLC and Barclays Capital Inc., and, in each case,
their respective successors; provided, however, that if either of
them ceases (either directly or through an affiliate) to be a primary
U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company will appoint another nationally
recognized investment banking firm that is a Primary Treasury Dealer
and (2) any other U.S. Government securities dealers selected by the
Company.
"Remaining Scheduled Payments" means, with respect to each
note to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon, calculated at the Interest
Rate, that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date is
not an interest payment date with respect to such Note, the amount of
the next succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to such Redemption
Date.
On and after the Redemption Date, interest shall cease to accrue on
the Notes or any portion thereof called for redemption unless the Company
shall fail to make any redemption payment. On or before the Redemption Date,
the Company shall deposit with a Paying Agent (or the Trustee) money in U.S.
Currency sufficient to pay the Redemption Price of and accrued interest on the
Notes to be redeemed on such Redemption Date. If less than all of the Notes
are to be redeemed, the Notes to be redeemed shall be selected by the Trustee
in accordance with Article Eleven of the Indenture.
4. Sinking Fund
The Notes do not have the benefit of any sinking fund.
5. Events of Default
In case an Event of Default shall have occurred and be continuing,
the principal of all of the Notes may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.
6. Amendment; Waiver
Subject to Section 901 of the Indenture, the Company and the Trustee,
with the consent of the Holders of a majority in aggregate Outstanding
principal amount of the Securities of each series affected at the time
Outstanding, to execute supplemental indentures for the purposes of, among
other things, adding any provisions to or changing or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying
the rights of the Holders of the Notes; provided, however, that, among other
things, no such supplemental indenture shall (i) reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon
(subject to the Company's right to defer such payments in the manner set forth
therein), or reduce any premium payable upon the redemption thereof, without
the consent of the Holder of each Note so affected or (ii) reduce the
aforesaid percentage of Notes, the Holders of which are required to consent to
any such supplemental indenture, without the consent of the Holders of each
Note then outstanding and affected thereby. Subject to Section 901 of the
Indenture, the Company and the Trustee, with the consent of the Holders of not
less than 66 2/3% in aggregate Outstanding principal amount of the Securities
of each series affected at the time Outstanding, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any
manner or eliminating the Limitation on Restricted Payments covenants. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of any series at the time
outstanding affected thereby, on behalf of all of the Holders of the Notes of
such series, to waive a default or Event of Default with respect to such
series, and its consequences, except a default or Event of Default in the
payment of the principal of (or premium, if any), or interest on any of the
Securities of such series. Any such consent or waiver by the registered Holder
of this Note (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this
Note and of any Note issued in exchange for or in place hereof (whether by
registration or transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
7. Persons Treated as Holders
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered Holder hereof
on the Security Register of the Company, upon surrender of this Note for
registration of transfer at the Corporate Trust Office of the Trustee in the
City of New York and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee
duly executed by the registered Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Notes of authorized denominations
and for the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, any Paying Agent and the Security Registrar may deem
and treat the registered holder hereof as the absolute owner hereof (whether
or not this Note shall be overdue and notwithstanding any notice of ownership
or writing hereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other purposes, and
neither the Company nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.
8. No Recourse Against Others
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
shareholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.
9. Denominations; Transfer; Exchange
The Notes may be issued in whole or in part in the form of one or
more fully registered Notes without coupons in denominations of $1,000 and any
integral multiple thereof (each a "Global Note") which initially shall be
deposited with, or on behalf of, The Depository Trust Company (the
"Depositary") and registered in the name of the Depositary's nominee in either
temporary or permanent form. As provided in the Indenture and subject to
certain limitations therein set forth, Notes of this series so issued are
exchangeable for a like aggregate amount of Notes of this series of a
different authorized denomination, as requested by the Holder surrendering the
same.
Unless and until it is exchanged for the Notes in registered form, a
Global Note may be transferred, in whole but not in part, only to another
nominee of the Depositary, or to a successor Depositary selected or approved
by the Company or to a nominee of such successor Depositary.
If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as a Depositary or if at any time the
Depositary for such series shall no longer be registered or in good standing
under the Securities Exchange Act of 1934, as amended, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, the Company will
execute, and, subject to Article Three of the Indenture, the Trustee, upon
written notice from the Company, will authenticate and deliver the Notes in
certificated registered form without coupons, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of the Global
Note in exchange for such Global Note. In addition, the Company may at any
time determine that the Notes shall no longer be represented by Global Note.
In such event the Company will execute, and subject to Section 303 of the
Indenture, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and deliver the Notes in
certificated registered form without coupons, in authorized denominations, and
in an aggregate principal amount equal to the principal amount of the Global
Note in exchange for such Global Note. Upon the exchange of the Global Note
for such Notes in certificated registered form without coupons, in authorized
denominations, the Global Note shall be cancelled by the Trustee. Such Notes
in certificated registered form issued in exchange for the Global Note shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes
to the Depositary for delivery to the persons in whose names such Notes are so
registered.
10. Authentication
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on
behalf of the Trustee.
11. Governing Law
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
12. Defined Terms
All terms used in this Note but not defined herein shall have the
meanings assigned to them in the Indenture.
13. Miscellaneous
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT- __________Custodian________
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with
right of survivorship ______________________________________
and not as tenants in (State)
common
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Note
to:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Insert assignee's social security or tax identification number)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him or her.
Date: ________________________
Signature: ___________________________
Signature Guarantee: ________________
(Sign exactly as your name appears on the other side of this Note)
