SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) __
___________________
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A NATIONAL BANKING ASSOCIATION 31-0838515
(I.R.S. employer
identification number)
100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0181
(Address of principal executive offices) (Zip Code)
BANK ONE TRUST COMPANY, N.A.
1 BANK ONE PLAZA, SUITE IL1-0126
CHICAGO, ILLINOIS 60670-0126
ATTN: SANDRA L. CARUBA, VICE PRESIDENT, (312) 336-9436
(Name, address and telephone number of agent for service)
___________________
PHH CORPORATION
(Exact name of obligor as specified in its charter)
MARYLAND 52-0551284
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(Address of principal executive offices) (Zip code)
DEBT SECURITIES
(Title of Indenture Securities)
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY
TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.;
Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF
THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificate of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, National Association, a
national banking association organized and existing under the laws of
the United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 22nd day of September, 2000.
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
TRUSTEE
BY /s/ Sandra L. Caruba
--------------------------------------------
SANDRA L. CARUBA
VICE PRESIDENT
*EXHIBITS 1, 2, 3, AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE TRUST
COMPANY, NATIONAL ASSOCIATION, FILED AS EXHIBIT 25 TO THE REGISTRATION
STATEMENT ON FORM S-4 OF U S WEST COMMUNICATIONS, INC., FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000 (REGISTRATION NO.
333-32124).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
September 22, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture between PHH
Corporation and Bank One Trust Company, National Association, as Trustee,
the undersigned, in accordance with Section 321(b) of the Trust Indenture
Act of 1939, as amended, hereby consents that the reports of examinations
of the undersigned, made by Federal or State authorities authorized to make
such examinations, may be furnished by such authorities to the Securities
and Exchange Commission upon its request therefor.
Very truly yours,
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
BY: /s/ Sandra L. Caruba
-----------------------------------------
SANDRA L. CARUBA
VICE PRESIDENT
EXHIBIT 7
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 03/31/00 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1
City, State Zip: Columbus, OH 43271 Transit #: 04400003
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2000
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS C300
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and RCON
coin(1) .......................................... 0081 48,450 1.a
b. Interest-bearing balances(2) ..................... 0071 17,750 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B,
column A) ........................................ 1754 0 2.a
b. Available-for-sale securities (from Schedule
RC-B, column D) .................................. 1773 5,714 2.b
3. Federal funds sold and securities purchased
under agreements to resell .......................... 1350 396,644 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income ......... RCON
(from Schedule RC-C) ............................. 2122 87,817 4.a
b. LESS: Allowance for loan and lease losses ........ 3123 10 4.b
c. LESS: Allocated transfer risk reserve ............ 3128 0 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b ....... RCON
and 4.c) ......................................... 2125 87,807 4.d
5. Trading assets (from Schedule RD-D) ................. 3545 0 5.
6. Premises and fixed assets (including capitalized
leases) ............................................. 2145 25,200 6.
7. Other real estate owned (from Schedule RC-M) ........ 2150 0 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) ........... 2130 0 8.
9. Customers' liability to this bank on acceptances
outstanding ......................................... 2155 0 9.
10. Intangible assets (from Schedule RC-M) .............. 2143 26,345 10.
11. Other assets (from Schedule RC-F) ................... 2160 176,297 11.
12. Total assets (sum of items 1 through 11) ............ 2170 784,207 12.
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 03/31/00 State #: 391581 FFIEC 032
Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-2
City, State Zip: Columbus, OH 43271 Transit #: 04400003
</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A RCON
and C from Schedule RC-E, part 1)................. 2200 567,764 13.a
(1) Noninterest-bearing(1)........................ 6631 506,455 13.a1
(2) Interest-bearing.............................. 6636 61,309 13.a2
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule RC-E,
part II)..........................................
(1) Noninterest bearing...........................
(2) Interest-bearing..............................
14. Federal funds purchased and securities sold under
agreements to repurchase:............................ RCFD 2800 0 14
15. a. Demand notes issued to the U.S. Treasury.......... RCON 2840 0 15.a
b. Trading Liabilities (from Sechedule RC-D).......... RCFD 3548 0 15.b
16. Other borrowed money: RCON
a. With original maturity of one year or less......... 2332 0 16.a
b. With original maturity of more than one year...... A547 0 16.b
c. With original maturity of more than three years.... A548 0 16.c
17. Not applicable
18. Bank's liability on acceptance executed and
outstanding........................................... 2920 0 18.
19. Subordinated notes and debentures..................... 3200 0 19.
20. Other liabilities (from Schedule RC-G)................ 2930 83,885 20.
21. Total liabilities (sum of items 13 through 20)........ 2948 651,649 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus......... 3838 0 23.
24. Common stock.......................................... 3230 800 24.
25. Surplus (exclude all surplus related to preferred
stock)................................................ 3839 45,157 25.
26. a. Undivided profits and capital reserves............. 3632 86,5852 6.a
b. Net unrealized holding gains (losses) on
available-for-sale securities...................... 8434 162 6.b
c. Accumulated net gains (losses) on cash flow
hedges............................................. 4336 0 26.c
27. Cumulative foreign currency translation
adjustments...........................................
28. Total equity capital (sum of items 23 through 27)..... 3210 132,558 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28)...... 3300 784,207 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent external auditors as of any
date during 1996.................................................... [N/A]
RCFD 6724 Number M.1.
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated
holding company (but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
