CONFIRMATION Date: September 29, 2009 To: PHH Corporation (Issuer) Facsimile: (856) 917-4278 Attention: Treasurer From: JPMorgan Chase Bank, NationalAssociation, London Branch (Dealer) Facsimile: (212) 622-8534
EX-10.2 4 y79512exv10w2.htm EX-10.2 exv10w2
EXHIBIT 10.2
CONFIRMATION
Date: | September 29, 2009 | |
To: | PHH Corporation (“Issuer”) | |
Facsimile: | (856) 917-4278 | |
Attention: | Treasurer | |
From: | JPMorgan Chase Bank, National Association, London Branch (“Dealer”) | |
Facsimile: | (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, London Branch 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 shall have the following terms:
Trade Date: | September 29, 2009 | |
Effective Date: | September 29, 2009 | |
Strike Price: | USD 34.74 | |
Premium: | USD 1,828,200.00 | |
Premium Payment Date: | The Effective Date. | |
Maximum Delivery Amount: | At any time, a number of Shares equal to the product of the Transaction Multiplier and the Number of Shares at such time. | |
Transaction Multiplier: | 1.35 |
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 125 London Wall, London EC2Y 5AJ
Authorised and regulated by the Financial Services Authority
Organised under the laws of the United States as a National Banking Association
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 125 London Wall, London EC2Y 5AJ
Authorised and regulated by the Financial Services Authority
For each Component of the Transaction, the Number of Warrants and Expiration Date are as set forth below.
| Component Number | Number of Warrants | Expiration Date | ||
| 1. | 4,263.0 | December 1, 2014 | ||
| 2. | 4,263.0 | December 2, 2014 | ||
| 3. | 4,263.0 | December 3, 2014 | ||
| 4. | 4,263.0 | December 4, 2014 | ||
| 5. | 4,263.0 | December 5, 2014 | ||
| 6. | 4,263.0 | December 8, 2014 | ||
| 7. | 4,263.0 | December 9, 2014 | ||
| 8. | 4,263.0 | December 10, 2014 | ||
| 9. | 4,263.0 | December 11, 2014 | ||
| 10. | 4,263.0 | December 12, 2014 | ||
| 11. | 4,263.0 | December 15, 2014 | ||
| 12. | 4,263.0 | December 16, 2014 | ||
| 13. | 4,263.0 | December 17, 2014 | ||
| 14. | 4,263.0 | December 18, 2014 | ||
| 15. | 4,263.0 | December 19, 2014 | ||
| 16. | 4,263.0 | December 22, 2014 | ||
| 17. | 4,263.0 | December 23, 2014 | ||
| 18. | 4,263.0 | December 24, 2014 | ||
| 19. | 4,263.0 | December 26, 2014 | ||
| 20. | 4,263.0 | December 29, 2014 | ||
| 21. | 4,263.0 | December 30, 2014 | ||
| 22. | 4,263.0 | December 31, 2014 | ||
| 23. | 4,263.0 | January 2, 2015 | ||
| 24. | 4,263.0 | January 5, 2015 | ||
| 25. | 4,263.0 | January 6, 2015 | ||
| 26. | 4,263.0 | January 7, 2015 | ||
| 27. | 4,263.0 | January 8, 2015 | ||
| 28. | 4,263.0 | January 9, 2015 | ||
| 29. | 4,263.0 | January 12, 2015 | ||
| 30. | 4,263.0 | January 13, 2015 | ||
| 31. | 4,263.0 | January 14, 2015 | ||
| 32. | 4,263.0 | January 15, 2015 | ||
| 33. | 4,263.0 | January 16, 2015 | ||
| 34. | 4,263.0 | January 20, 2015 | ||
| 35. | 4,263.0 | January 21, 2015 | ||
| 36. | 4,263.0 | January 22, 2015 | ||
| 37. | 4,263.0 | January 23, 2015 | ||
| 38. | 4,263.0 | January 26, 2015 | ||
| 39. | 4,263.0 | January 27, 2015 | ||
| 40. | 4,263.0 | January 28, 2015 | ||
| 41. | 4,263.0 | January 29, 2015 |
2
| Component Number | Number of Warrants | Expiration Date | ||
| 42. | 4,263.0 | January 30, 2015 | ||
| 43. | 4,263.0 | February 2, 2015 | ||
| 44. | 4,263.0 | February 3, 2015 | ||
| 45. | 4,263.0 | February 4, 2015 | ||
| 46. | 4,263.0 | February 5, 2015 | ||
| 47. | 4,263.0 | February 6, 2015 | ||
| 48. | 4,263.0 | February 9, 2015 | ||
| 49. | 4,263.0 | February 10, 2015 | ||
| 50. | 4,263.0 | February 11, 2015 | ||
| 51. | 4,263.0 | February 12, 2015 | ||
| 52. | 4,263.0 | February 13, 2015 | ||
| 53. | 4,263.0 | February 17, 2015 | ||
| 54. | 4,263.0 | February 18, 2015 | ||
| 55. | 4,263.0 | February 19, 2015 | ||
| 56. | 4,263.0 | February 20, 2015 | ||
| 57. | 4,263.0 | February 23, 2015 | ||
| 58. | 4,263.0 | February 24, 2015 | ||
| 59. | 4,263.0 | February 25, 2015 | ||
| 60. | 4,263.0 | February 26, 2015 | ||
| 61. | 4,263.0 | February 27, 2015 | ||
| 62. | 4,263.0 | March 2, 2015 | ||
| 63. | 4,263.0 | March 3, 2015 | ||
| 64. | 4,263.0 | March 4, 2015 | ||
| 65. | 4,263.0 | March 5, 2015 | ||
| 66. | 4,263.0 | March 6, 2015 | ||
| 67. | 4,263.0 | March 9, 2015 | ||
| 68. | 4,263.0 | March 10, 2015 | ||
| 69. | 4,263.0 | March 11, 2015 | ||
| 70. | 4,263.0 | March 12, 2015 | ||
| 71. | 4,263.0 | March 13, 2015 | ||
| 72. | 4,263.0 | March 16, 2015 | ||
| 73. | 4,263.0 | March 17, 2015 | ||
| 74. | 4,263.0 | March 18, 2015 | ||
| 75. | 4,263.0 | March 19, 2015 | ||
| 76. | 4,263.0 | March 20, 2015 | ||
| 77. | 4,263.0 | March 23, 2015 | ||
| 78. | 4,263.0 | March 24, 2015 | ||
| 79. | 4,263.0 | March 25, 2015 | ||
| 80. | 4,263.0 | March 26, 2015 | ||
| 81. | 4,263.0 | March 27, 2015 | ||
| 82. | 4,263.0 | March 30, 2015 | ||
| 83. | 4,263.0 | March 31, 2015 | ||
| 84. | 4,263.0 | April 1, 2015 | ||
| 85. | 4,263.0 | April 2, 2015 |
3
| Component Number | Number of Warrants | Expiration Date | ||
| 86. | 4,263.0 | April 6, 2015 | ||
| 87. | 4,263.0 | April 7, 2015 | ||
| 88. | 4,263.0 | April 8, 2015 | ||
| 89. | 4,263.0 | April 9, 2015 | ||
| 90. | 4,263.0 | April 10, 2015 | ||
| 91. | 4,263.0 | April 13, 2015 | ||
| 92. | 4,263.0 | April 14, 2015 | ||
| 93. | 4,263.0 | April 15, 2015 | ||
| 94. | 4,263.0 | April 16, 2015 | ||
| 95. | 4,263.0 | April 17, 2015 | ||
| 96. | 4,263.0 | April 20, 2015 | ||
| 97. | 4,263.0 | April 21, 2015 | ||
| 98. | 4,263.0 | April 22, 2015 | ||
| 99. | 4,263.0 | April 23, 2015 | ||
| 100. | 4,263.0 | April 24, 2015 | ||
| 101. | 4,263.0 | April 27, 2015 | ||
| 102. | 4,263.0 | April 28, 2015 | ||
| 103. | 4,263.0 | April 29, 2015 | ||
| 104. | 4,263.0 | April 30, 2015 | ||
| 105. | 4,263.0 | May 1, 2015 | ||
| 106. | 4,263.0 | May 4, 2015 | ||
| 107. | 4,263.0 | May 5, 2015 | ||
| 108. | 4,263.0 | May 6, 2015 | ||
| 109. | 4,263.0 | May 7, 2015 | ||
| 110. | 4,263.0 | May 8, 2015 | ||
| 111. | 4,263.0 | May 11, 2015 | ||
| 112. | 4,263.0 | May 12, 2015 | ||
| 113. | 4,263.0 | May 13, 2015 | ||
| 114. | 4,263.0 | May 14, 2015 | ||
| 115. | 4,263.0 | May 15, 2015 | ||
| 116. | 4,263.0 | May 18, 2015 | ||
| 117. | 4,263.0 | May 19, 2015 | ||
| 118. | 4,263.0 | May 20, 2015 | ||
| 119. | 4,263.0 | May 21, 2015 | ||
| 120. | 4,232.0 | May 22, 2015 |
4
3. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to EDG Confirmation Group, J.P. Morgan Securities Inc., 277 Park Avenue, 11th Floor, New York, NY 10172-3401, or by fax to (212) ###-###-####.
| Yours sincerely, | ||||||
| J.P. MORGAN SECURITIES INC., AS AGENT FOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | ||||||
| By: | /s/ Santosh Sreenivasan | |||||
| Authorized Signatory | ||||||
| Name: Santosh Sreenivasan | ||||||
| Confirmed as of the date first above written: | ||||
| PHH CORPORATION | ||||
By: | /s/ Mark E. Johnson | |||
| Title: SVP & Treasurer | ||||
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 125 London Wall, London EC2Y 5AJ
Authorised and regulated by the Financial Services Authority
Organised under the laws of the United States as a National Banking Association
Main Office 1111 Polaris Parkway, Columbus, Ohio 43271
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 125 London Wall, London EC2Y 5AJ
Authorised and regulated by the Financial Services Authority
