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September 23, 2009
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PHH Corporation
(“ Counterparty ”)
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(856)
917-4278
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Treasurer
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Citibank, N.A.
(“ Dealer ”)
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(212)
622-8534
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Transaction
Reference Number:
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The
purpose of this communication (this “ Confirmation
”) is to set forth the terms and conditions of the
above-referenced Transaction entered into on the Trade Date
specified below between you and us. This Confirmation supplements,
forms a part of, and is subject to the Master Terms and Conditions
for Convertible Bond Hedging Transactions between Citibank, N.A.
and PHH Corporation dated as of September 23, 2009 (as amended
from time to time, the “ Master Confirmation
”).
1.
The definitions and provisions contained in the Definitions (as
such term is defined in the Master Confirmation) and in the Master
Confirmation are incorporated into this Confirmation. In the event
of any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.
2.
The particular Transaction to which this Confirmation relates is
entered into as part of an integrated hedging transaction of the
Convertible Notes pursuant to the provisions of Treasury
Regulation Section 1.1275-6.
3.
The particular Transaction to which this Confirmation relates shall
have the following terms:
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September 23, 2009
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The closing
date for the initial issuance of the Convertible Notes
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USD
19,786,096.00
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The Effective
Date
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4.00%
Convertible Senior Notes due 2014, offered pursuant to a
Preliminary Offering Memorandum dated as of September 23, 2009
and issued pursuant to the Indenture.
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The number of
Convertible Notes in denominations of USD1,000 principal amount
issued by Counterparty on the closing date for the initial issuance
of the Convertible Notes.
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