Exhibit 10.5
CONFIRMATION
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Date:
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March 27, 2008 |
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To:
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PHH Corporation (“
Issuer ”) |
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Facsimile:
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(856) 917-4278 |
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Attention:
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Treasurer |
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From:
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JPMorgan Chase Bank, National
Association (“JPMorgan”) |
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Facsimile:
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(212) 622-8534 |
Transaction Reference Number:
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 Warrants Issued by PHH Corporation, between JPMorgan Chase
Bank, National Association and PHH Corporation, dated as of
March 27, 2008 (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 shall
have the following terms:
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Trade Date:
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March 27, 2008 |
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Effective
Date:
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April 2, 2008 |
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Strike Price:
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USD 27.20 |
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Premium:
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USD 6,265,800 |
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Premium Payment
Date:
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The Effective Date. |
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Maximum Delivery
Amount:
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3,246,000 Shares (as adjusted for
stock splits, stock dividends, recapitalizations and similar
events) |
For each
Component of the Transaction, the Number of Warrants and Expiration
Date are as set forth below.
A-1
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Component Number |
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Number of Warrants |
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Expiration Date |
| 1. |
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26,829 |
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July 16, 2012 |
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26,829 |
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July 17, 2012 |
| 3. |
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26,829 |
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July 18, 2012 |
| 4. |
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26,829 |
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July 19, 2012 |
| 5. |
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26,829 |
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July 20, 2012 |
| 6. |
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26,829 |
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July 23, 2012 |
| 7. |
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26,829 |
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July 24, 2012 |
| 8. |
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26,829 |
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July 25, 2012 |
| 9. |
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26,829 |
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July 26, 2012 |
| 10. |
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26,829 |
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July 27, 2012 |
| 11. |
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26,829 |
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July 30, 2012 |
| 12. |
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26,829 |
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July 31, 2012 |
| 13. |
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26,829 |
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August 1, 2012 |
| 14. |
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26,829 |
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August 2, 2012 |
| 15. |
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26,829 |
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August 3, 2012 |
| 16. |
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26,829 |
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August 6, 2012 |
| 17. |
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26,829 |
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August 7, 2012 |
| 18. |
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26,829 |
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August 8, 2012 |
| 19. |
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26,829 |
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August 9, 2012 |
| 20. |
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26,829 |
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August 10, 2012 |
| 21. |
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26,829 |
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August 13, 2012 |
| 22. |
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26,829 |
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August 14, 2012 |
| 23. |
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26,829 |
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August 15, 2012 |
| 24. |
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26,829 |
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August 16, 2012 |
| 25. |
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26,829 |
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August 17, 2012 |
| 26. |
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26,829 |
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August 20, 2012 |
| 27. |
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26,829 |
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August 21, 2012 |
| 28. |
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26,829 |
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August 22, 2012 |
| 29. |
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26,829 |
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August |
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