PHH 8-K/A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): December 2,
2005
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PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
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MARYLAND
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1-7797
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52-0551284
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3000
Leadenhall Road
Mt.
Laurel, New Jersey 08054
(Address
of principal executive offices, including zip code)
(856)
917-1744
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into Material Definitive Agreement.
This
Form
8-K/A is being filed with respect to the Form 8-K filed on December 7, 2005
to
correct the amount of the Notes issued pursuant to the Supplement as stated
in
the first sentence of the first paragraph below. All other information included
on this Form 8-K/A is identical to the Form 8-K filed on December 7,
2005.
On
December 2, 2005, Chesapeake Funding, LLC (“Chesapeake”), a wholly-owned
subsidiary of PHH Corporation (the “Company”), extended the termination date
under the Series 1999-3 Indenture Supplement, dated as of October 28, 1999,
as
amended, (the “Supplement”) to the Base Indenture dated June 30, 1999, as
amended, pursuant to which Chesapeake issued $1,000,000,000 of variable funding
notes (the “Notes”). This revolving asset-backed debt facility will continue to
be used to support the acquisition of vehicles used by PHH Vehicle Management
Services, LLC, doing business as PHH Arval (“PHH Arval”), a wholly-owned
subsidiary of the Company, in its fleet leasing operations. The parties to
the
Supplement include Chesapeake as issuer, PHH Arval as administrator, JPMorgan
Chase Bank, N.A., as administrative agent and indenture trustee, and certain
other commercial paper conduit purchasers, funding agents and
banks.
The
terms
and conditions of the Notes are unchanged, except that the final payment date
for the Notes has been extended from December 2, 2005 to December 1, 2006.
The
Notes are collateralized by leased vehicles and related assets, which are not
available to pay the Company’s general obligations. The vehicle titles used to
collateralize the Notes are held in a bankruptcy remote trust, which acts as
lessor under operating and direct financing lease agreements. The holder of
the
Notes will receive cash flows from the lease agreements and other related
receivables as well as proceeds from the sale of the vehicles. Chesapeake’s
ability to draw under the Notes is subject to the terms of the Supplement,
including maintaining the required enhancement amount and there being no
termination of PHH Arval’s role as servicer of the underlying lease assets as a
result of its bankruptcy, insolvency or default in the performance of its
servicing obligations.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
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10.1
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Extension
of Scheduled Expiry Date, dated as of December 2, 2005, for Series
1999-3
Indenture Supplement No. 1, dated as of October 28, 1999, as amended,
to
the Base Indenture, dated as of June 30,
1999.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PHH
CORPORATION
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By:
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/s/
Neil J. Cashen
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Name:
Neil
J. Cashen
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Title: Executive
Vice President and Chief Financial Officer
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Dated:
December 12, 2005
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