Document


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________ 
FORM 8-K
_______________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 9, 2018 (February 8, 2018)
_______________________________ 
Realogy Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
001-35674
 
20-8050955
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
_______________________________ 
Realogy Group LLC
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
333-148153
 
20-4381990
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
_______________________________ 
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrant’s telephone number, including area code)
None
(Former name or former address if changed since last report)
_______________________________ 
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:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o
______________________________________________________________________________________________________






Item 1.01.
Entry into a Material Definitive Agreement.
On February 8, 2018, Realogy Group LLC, a Delaware limited liability company (“Realogy Group”), an indirect wholly-owned subsidiary of Realogy Holdings Corp. (“Realogy Holdings” and, together with its wholly-owned subsidiaries, including Realogy Group, collectively, the “Company,” “we,” “us” or “our”), refinanced the following indebtedness:
(1)
its existing $1.083 billion Term Loan B due July 2022 with a new Term Loan B in the amount of $1.080 billion and with a maturity date in February 2025;
(2)
its existing $1.050 billion revolving credit facility that matures in October 2020 under its senior secured credit facility with a new $1.400 billion revolving credit facility that matures in February 2023; and
(3)
its existing aggregate $733 million Term Loan A and Term Loan A-1 tranches due October 2020 and July 2021, respectively, under its Term Loan A senior secured credit facility into a new single tranche of $750 million Term Loan A due February 2023, inclusive of incremental borrowings of approximately $17 million.
References to “Intermediate Holdings” contained herein refer to Realogy Intermediate Holdings LLC, the direct wholly-owned subsidiary of Realogy Holdings and the holder of all of the outstanding membership interests of Realogy Group.
1.     Fifth and Sixth Amendments to Amended and Restated Credit Agreement.
On February 8, 2018, Realogy Group entered into fifth and sixth amendments (the “Fifth Amendment” and “Sixth Amendment”) to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among Intermediate Holdings, Realogy Group, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.
The Fifth Amendment replaced the existing $1.083 billion term loan due July 2022 issued under the Credit Agreement through a refinancing of the existing term loan with a new $1.080 billion Term Loan B due February 8, 2025 (the “New Term Loan B”). The interest rate and amortization with respect to the New Term Loan B remains unchanged from the existing Term Loan B.
The Sixth Amendment provides for a new five-year $1.400 billion revolving credit facility that refinances and replaces the prior $1.050 billion revolving credit facility under the Credit Agreement (the “New Revolving Credit Facility”). The New Revolving Credit Facility has a maturity date of February 8, 2023.
Consistent with the existing revolving credit facility, the interest rates with respect to the New Revolving Credit Facility are based on, at our option, adjusted LIBOR plus 2.25% or ABR plus 1.25%, in each case subject to adjustment based on the Company’s senior secured leverage ratio. The Sixth Amendment expands the pricing grid to include a new pricing adjustment where the senior secured leverage ratio is less than 2.00 to 1.00 as follows:
Senior Secured Leverage Ratio
  
    Applicable LIBOR Margin    
 
    Applicable ABR Margin    
Greater than 3.50 to 1.00
  
2.50%
 
1.50%
Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00
  
2.25%
 
1.25%
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
  
2.00%
 
1.00%
Less than 2.00 to 1.00
  
1.75%
 
0.75%
All other material provisions under the Credit Agreement remain substantially unchanged.
The descriptions of the provisions of the Fifth Amendment and Sixth Amendment are qualified in their entirety by reference to the full and complete terms of the Fifth Amendment and Sixth Amendment, which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.





2.     Second Amendment to Term Loan A Agreement.
On February 8, 2018, Realogy Group entered into a second amendment (the “Second Amendment”) to the Term Loan Agreement, dated as of October 23, 2015 (as amended, amended and restated, modified or supplemented from time to time, the “Term Loan A Agreement”), among Intermediate Holdings, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.
The Second Amendment provides for the refinancing of the existing aggregate $733 million Term Loan A and Term Loan A-1 tranches due October 2020 and July 2021, respectively, under the Term Loan A Agreement into a new single tranche of $750 million Term Loan A due February 2023, inclusive of incremental borrowings of approximately $17 million (the “New Term Loan A”).
Consistent with the pricing on the existing Term Loan A-1 (and the New Revolving Credit Facility), the interest rates with respect to the New Term Loan A under the Term Loan A Agreement are based on, at our option, adjusted LIBOR plus 2.25% or ABR plus 1.25%, in each case subject to adjustment based on the Company’s senior secured leverage ratio, as follows:
Senior Secured Leverage Ratio
  
    Applicable LIBOR Margin    
 
    Applicable ABR Margin    
Greater than 3.50 to 1.00
  
2.50%
 
1.50%
Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00
  
2.25%
 
1.25%
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
  
2.00%
 
1.00%
Less than 2.00 to 1.00
  
1.75%
 
0.75%
The New Term Loan A provides for quarterly amortization payments on the last day of each quarter, totaling per annum 2.5%, 2.5%, 5.0%, 7.5% and 10.0% of the original principal amount of the New Term Loan A, commencing June 30, 2018, with the balance of the New Term Loan A due in full on February 8, 2023.
All other material provisions under the Term Loan A Agreement remain substantially unchanged.
The descriptions of the provisions of the Second Amendment are qualified in their entirety by reference to the full and complete terms of the Second Amendment which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
***
JPMorgan Chase Bank, N.A., Barclays Bank PLC, Suntrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, Capital One, N.A., Credit Agricole Corporate and Investment Bank, Citizens Bank, N.A., Bank of America, N.A., BMO Capital Markets Corp., TD Securities, The Bank of Nova Scotia, Santander Bank, N.A., Wells Fargo Bank, National Association and Credit Suisse Securities (USA) LLC acted as joint lead arrangers and joint bookrunners for the New Term Loan B, the New Revolving Credit Facility and the New Term Loan A.
Affiliates of JPMorgan Chase Bank, N.A., as well as certain of the lenders party to the agreements referenced in this Item 1.01, have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. They have received (or will receive) customary fees and commissions for these transactions.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated herein by reference.





Item 9.01.
 
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
 
Description
10.1
 
Fifth Amendment, dated as of February 8, 2018, to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time), among Realogy Intermediate Holdings LLC, Realogy Group LLC, the several lenders parties thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and the other agents parties thereto.

10.2
 
Sixth Amendment, dated as of February 8, 2018, to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time), among Realogy Intermediate Holdings LLC, Realogy Group LLC, the several lenders parties thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and the other agents parties thereto.
10.3
 
Second Amendment, dated as of February 8, 2018, to the Term Loan Agreement, dated as of October 23, 2015 (as amended, supplemented or otherwise modified from time to time), among Realogy Intermediate Holdings LLC, Realogy Group LLC, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.






SIGNATURES
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.
REALOGY HOLDINGS CORP.
 
 
 
By:
 
/s/ Anthony E. Hull
 
 
Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer
Date: February 9, 2018


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.
REALOGY GROUP LLC
 
 
 
By:
 
/s/ Anthony E. Hull
 
 
Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer
Date: February 9, 2018








EXHIBIT INDEX
Exhibit No.
 
Description
10.1
 

10.2
 
10.3
 





Exhibit
Exhibit 10.1

EXECUTION VERSION

FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of February 8, 2018 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;
WHEREAS, the Borrower has requested that the outstanding Initial Term B Loans (as such definition is amended hereby) be refinanced with a new term facility (the “Amended Term Loan Facility”) in accordance with Section 10.08(e) of the Credit Agreement by obtaining Extended 2025 Term Loan Commitments (as defined in Section 4 of this Amendment) and having existing Initial Term B Loans be continued as provided herein;
WHEREAS, JPMorgan Chase Bank, N.A. is the lead arranger and bookrunner for the Amended Term Loan Facility (in such capacity, the “Lead Arranger”), and Barclays Bank PLC, Suntrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, Capital One, N.A., Credit Agricole Corporate and Investment Bank, Citizens Bank, N.A., Bank of America, N.A., BMO Capital Markets Corp.TD Securities, the Bank of Nova Scotia, Santander Bank, N.A., Wells Fargo Bank, National Association and Credit Suisse Securities (USA) LLC are the joint lead arrangers and joint bookrunners for the Amended Term Loan Facility;
WHEREAS, the loans under the Amended Term Loan Facility (the “Extended 2025 Term Loans”) will replace and refinance the currently outstanding Initial Term B Loans;
WHEREAS, except as otherwise provided herein, the Extended 2025 Term Loans will have the same terms as the Initial Term B Loans currently outstanding under the Credit Agreement;
WHEREAS, each existing Initial Term B Lender that executes and delivers a Lender Addendum (Cashless Roll) attached hereto (a “Lender Addendum (Cashless Roll)”) and in connection therewith agrees to continue all of its outstanding Initial Term B Loans as Extended 2025 Term Loans (such continued Initial Term B Loans, the “Continued Term Loans”, and such Lenders, collectively, the “Continuing Term Lenders”) will thereby (i) agree to the terms of this Amendment and (ii) agree to continue all of its existing Initial Term B Loans (such existing Initial Term B Loans, the “Existing Term Loans”, and the Lenders of such Existing Term Loans, collectively, the “Existing Term Lenders”) outstanding on the Fifth Amendment Effective Date (as defined below) as Extended 2025 Term Loans in a principal amount equal to the aggregate principal amount of such Existing Term Loans so continued (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Fifth Amendment Effective Date);
WHEREAS, subject to the preceding recitals, each Person (other than a Continuing Term Lender in its capacity as such) that executes and delivers a Lender Addendum (Additional Term Lender) attached hereto (a “Lender Addendum (Additional Term Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”)) and agrees in connection therewith to make Extended 2025 Term Loans (collectively, the “Additional Term Lenders”) will thereby (i) agree to the terms of this


    


Amendment and (ii) commit to make Extended 2025 Term Loans to the Borrower on the Fifth Amendment Effective Date (the “Additional Term Loans”) in such amount (not in excess of any such commitment) as is determined by the Administrative Agent and notified to such Additional Term Lender;
WHEREAS, the proceeds of the Additional Term Loans will be used by the Borrower to repay in full the outstanding principal amount of the Existing Term Loans that are not continued as Extended 2025 Term Loans by the Continuing Term Lenders;

WHEREAS, the Continuing Term Lenders and the Additional Term Lenders (collectively, the “Extended 2025 Term Lenders”) are severally willing to continue their Existing Term Loans as Extended 2025 Term Loans and/or to make Extended 2025 Term Loans, as the case may be, subject to the terms and conditions set forth in this Amendment;

WHEREAS, Section 10.08(e) of the Credit Agreement permits the Borrower to amend the Credit Agreement, with the written consent of the Administrative Agent and the Extended 2025 Term Lenders, to refinance the Existing Term Loans with the proceeds of the Amended Term Loan Facility, which constitute Replacement Term Loans under the Credit Agreement; and

WHEREAS, the Borrower, the Extended 2025 Term Lenders and the Administrative Agent are willing to agree to this Amendment on the terms set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1.Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2.    Amendments to Article I of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended as follows:
(a)The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:
Extended 2025 Term Loans” shall have the meaning assigned to such term in the Fifth Amendment.

Fifth Amendment” shall mean the Fifth Amendment, dated as of the Fifth Amendment Effective Date, to this Agreement.

Fifth Amendment Effective Date” shall mean February 8, 2018.

(b)The definition of “Term B Facility Maturity Date” is hereby amended by replacing “July 20, 2022” where used therein with “February 8, 2025”.
(c)The definition of “Initial Term B Loan Commitment” is hereby amended and restated in its entirety as follows:
Initial Term B Loan Commitment” shall mean, with respect to each Lender, the agreement, if any, of such Lender: (i) prior to the Amendment Effective Date, to make

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Initial Term B Loans as set forth in Section 2.01(a) on the Closing Date, (ii) on or after the Amendment Effective Date but prior to the Third Amendment Effective Date, (a) to continue its Existing Term Loans (as defined in the First Amendment) as a New Term Loan or (b) to make a New Term Loan in the amount provided for in the First Amendment, (iii) on or after the Third Amendment Effective Date but prior to the Fourth Amendment Effective Date, (a) to continue its Existing Term Loans (as defined in the Third Amendment) as a New 2022 Term Loan or (b) to make a New 2022 Term Loan in the amount provided for in the Third Amendment, (iv) on or after the Fourth Amendment Effective Date but prior to the Fifth Amendment Effective Date, (a) to continue its Existing Term Loans (as defined in the Fourth Amendment) as a Repriced 2022 Term Loan or (b) to make a Repriced 2022 Term Loan in the amount provided for in the Fourth Amendment or (v) on or after the Fifth Amendment Effective Date, (a) to continue its Existing Term Loans (as defined in the Fifth Amendment) as an Extended 2025 Term Loan or (b) to make an Extended 2025 Term Loan in the amount provided for in the Fifth Amendment. The aggregate amount of the Initial Term B Loan Commitments on, and after giving effect to, the Fifth Amendment Effective Date is $1,080,000,000.
(d)The definition of “Initial Term B Loans” is hereby amended and restated in its entirety as follows:
Initial Term B Loans” shall mean (i) prior to the Amendment Effective Date, a Loan made by an Initial Term B Lender pursuant to Section 2.01(a), (ii) on and after the Amendment Effective Date but prior to the Third Amendment Effective Date, any New Term Loans made or continued pursuant to the First Amendment, (iii) on and after the Third Amendment Effective Date but prior to the Fourth Amendment Effective Date, any New 2022 Term Loans made or continued pursuant to the Third Amendment, (iv) on and after the Fourth Amendment Effective Date but prior to the Fifth Amendment Effective Date, any Repriced 2022 Term Loans made or continued pursuant to the Fourth Amendment or (v) on and after the Fifth Amendment Effective Date, any Extended 2025 Term Loans made or continued pursuant to the Fifth Amendment.
(e)The definition of “Term B Loans” is hereby amended and restated in its entirety as follows:
Term B Loans” shall mean (i) prior to the Amendment Effective Date, the Initial Term B Loans that were made by the Lenders to the Borrower pursuant to Section 2.01(a), (ii) on or after the Amendment Effective Date but prior to the Third Amendment Effective Date, any New Term Loans made or continued hereunder pursuant to the First Amendment, (iii) on or after the Third Amendment Effective Date but prior to the Fourth Amendment Effective Date, any New 2022 Term Loans made or continued hereunder pursuant to the Third Amendment, (iv) on or after the Fourth Amendment Effective Date but prior to the Fifth Amendment Effective Date, any Repriced 2022 Term Loans made or continued hereunder pursuant to the Fourth Amendment, (v) on or after the Fifth Amendment Effective Date, any Extended 2025 Term Loans made or continued hereunder pursuant to the Fifth Amendment and (vi) any Incremental Term Loans in the form of Term B Loans having the same terms (including pricing, Yield and amortization) as the Extended 2025 Term Loans made by the Incremental Term Lenders to the Borrower pursuant to Section 2.01(d).

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SECTION 3.    Amendments to Article II of the Credit Agreement.
(a)Section 2.01 of the Credit Agreement is hereby amended as of the Fifth Amendment Effective Date by adding the following sentence immediately before the last sentence of Section 2.01(a):
“Following the making or continuation thereof, as applicable, on the Fifth Amendment Effective Date, the Extended 2025 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects.”
(b)Section 2.08(a)(ii) of the Credit Agreement is hereby amended as of the Fourth Amendment Effective Date by replacing the phrase “Closing Date, Amendment Effective Date, Third Amendment Effective Date or Fourth Amendment Effective Date, as applicable” where used therein with the phrase “Closing Date, Amendment Effective Date, Third Amendment Effective Date, Fourth Amendment Effective Date or Fifth Amendment Effective Date, as applicable”.
(c)Section 2.10(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
The Borrower shall repay to the Administrative Agent, for the benefit of the Initial Term B Lenders, on the last day of March, June, September and December of each year (beginning June 30, 2013) or, if such date is not a Business Day, the next preceding Business Day (each such date being referred to as a "Term B Loan Installment Date") through and including the Term B Facility Maturity Date, a principal amount of Initial Term Loans equal to, on any Term B Loan Installment Date occurring after the Fifth Amendment Effective Date, the product of (x) the principal amount of Initial Term B Loans outstanding after the Initial Term B Loan Borrowing on the Fifth Amendment Effective Date and (y) 0.25%, with the balance of the Initial Term B Loans due in full on the Term B Facility Maturity Date.
(d)Section 2.11(h) of the Credit Agreement is hereby amended as of the Fifth Amendment Effective Date by replacing the phrase “twelve (12) month anniversary of the Fourth Amendment Effective Date” where used therein with the phrase “six (6) month anniversary of the Fifth Amendment Effective Date”.
(e)Section 2.20(b) of the Credit Agreement is hereby amended as of the Fifth Amendment Effective Date by replacing the phrase “eighteen (18) months after the Third Amendment Effective Date” where used therein with the phrase “eighteen (18) months after the Fifth Amendment Effective Date”.
SECTION 4.    Extended 2025 Term Loans.
(a)    Subject to the terms and conditions set forth herein (i) each Continuing Term Lender agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Fifth Amendment Effective Date) of its Existing Term Loans as an Extended 2025 Term Loan on the Fifth Amendment Effective Date in a principal amount equal to such Continuing Term Lender’s Extended 2025 Term Loan Commitment (as defined below) and (ii) each Additional Term Lender agrees to make an Extended 2025 Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s Extended 2025 Term Loan Commitment. For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and an Extended 2025 Term Lender as of the Fifth Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to

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the Fifth Amendment Effective Date, a Lender Addendum (Additional Term Lender) in its capacity as an Extended 2025 Term Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by the Lead Arranger.
(b)     Each Additional Term Lender will make its Extended 2025 Term Loan on the Fifth Amendment Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.06 of the Credit Agreement, an amount equal to its Extended 2025 Term Loan Commitment. The “Extended 2025 Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Fifth Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Fifth Amendment Effective Date), which shall be continued as an equal amount of Extended 2025 Term Loans, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Fifth Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its Extended 2025 Term Loan. The Extended 2025 Term Loans may from time to time be ABR Loans or Eurocurrency Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Sections 2.02 and 2.03 of the Credit Agreement. The Lenders having Existing Term Loans that are prepaid in connection with the making of the Extended 2025 Term Loans shall be entitled to the benefits of Section 2.16 of the Credit Agreement with respect thereto. The Continuing Term Lenders hereby waive the benefits of Section 2.16 of the Credit Agreement with respect thereto.
(c)    The obligation of each Extended 2025 Term Lender to make or acquire by continuation Extended 2025 Term Loans on the Fifth Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 5 of this Amendment.
(d)    On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “Initial Term B Loans” and “Term B Loans” shall be deemed a reference to the Extended 2025 Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender’s Existing Term Loans to the same extent expressly set forth therein.
(e)    The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by the Lead Arranger, including by repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of Extended 2025 Term Loans in the same amount.
(f)    For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Lead Arranger, any Lender with Existing Term Loans that are prepaid as contemplated hereby shall, automatically upon receipt of the amount necessary to purchase such Lender’s Existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Assumption and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive the notice requirements of Sections 2.10(d) and 2.11(a) of the Credit

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Agreement in connection with the prepayment or replacement of Existing Term Loans contemplated hereby.
SECTION 5.    Effectiveness. This Amendment shall become effective as of the date (the “Fifth Amendment Effective Date”) on which the following conditions have been satisfied:
(a)    The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature of the Borrower, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) Lender Addenda, executed and delivered by the Continuing Term Lenders and the Additional Term Lenders.
(b)    The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party.
(c)    The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Fifth Amendment Effective Date.
(d)    To the extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP) in connection with this Amendment and any other reasonable out-of- pocket expenses required to be reimbursed or paid by the Loan Parties under the Credit Agreement or under any Loan Document.
(e)    No Event of Default or Default shall have occurred and be continuing.
(f)    The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to the Extended 2025 Term Loans, the representations and warranties set forth in the Loan Documents, as amended by this Amendment, are true and correct in all material respects on and as of the Fifth Amendment Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Fifth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (ii) no Default or Event of Default has occurred and is continuing on the Fifth Amendment Effective Date after giving effect to this Amendment and the Extended 2025 Term Loans.
(g)    The Administrative Agent shall have received, on behalf of itself and the Lenders on the Fifth Amendment Effective Date (after giving effect hereto), a favorable written opinion of (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit Agreement, in each case (A) dated the Fifth Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Amendment and the other Loan Documents as the Administrative Agent shall reasonably request.
(h)    The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below:

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(i)    a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party;
(ii)    a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Fifth Amendment Effective Date and certifying:
(A)    that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Fifth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below,
(B)    that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fifth Amendment Effective Date,
(C)    that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and
(D)    as to the incumbency and specimen signature of each officer executing any Loan Document (including the Acknowledgment and Confirmation in the form of Annex I hereto) or any other document delivered in connection herewith on behalf of such Loan Party; and
(iii)     a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.
(i)    The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower.
(j)    The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof.

7
        


Notwithstanding any other provisions of this Amendment to the contrary, the Administrative Agent may appoint a fronting lender to act as the sole Additional Term Lender for purposes of facilitating funding on the Fifth Amendment Effective Date. Accordingly, any Lender Addendum (Additional Term Lender) submitted by or on behalf of an Additional Term Lender other than such fronting lender will be deemed ineffective unless accepted by the Lead Arranger in its sole discretion.

SECTION 6.    Representations and Warranties. The Borrower represents and warrants to each of the Lenders and the Administrative Agent that as of the Fifth Amendment Effective Date:
6.1.     This Amendment has been duly authorized, executed and delivered by it and this Amendment and the Credit Agreement, as amended hereby, constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
6.2.     Each of the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Fifth Amendment Effective Date with the same effect as though made on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Fifth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects.
SECTION 7.    Effect of Amendment.
7.1.     Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
7.2.     On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment and the Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
7.3.    Except as expressly provided herein or in the Credit Agreement, the Amended Term Loan Facility shall be subject to the terms and provisions of the Credit Agreement and the other Loan Documents.

8
        


SECTION 8.    General.
8.1.     GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
8.2.     Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP, primary counsel for the Administrative Agent.
8.3.     Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.
8.4.    Headings. The headings of this Amendment are used for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
8.5.    FATCA Grandfathered Status. Solely for purposes of determining withholding Taxes under FATCA, from and after the Fifth Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Extended 2025 Term Lenders hereby authorize the Administrative Agent to treat) the Extended 2025 Term Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
[remainder of page intentionally left blank]

9
        

    

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.
REALOGY GROUP LLC, as Borrower
By:
/s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer
REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings
By: /s/ ANTHONY E. HULL

Name: Anthony E. Hull
Title: Executive Vice President and Treasurer

 

Signature Page to Amendment
        



JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
/s/ CHIARA CARTER         
Name: Chiara Carter
Title: Executive Director

Signature Page to Amendment
        



Annex I

ACKNOWLEDGMENT AND CONFIRMATION
(a)    Reference is made to the FIFTH AMENDMENT, dated as of February 8, 2018 (the “Amendment”; capitalized terms used herein without definition shall have the meanings therein), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 5, 2013 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
(b)    The Credit Agreement is being amended and the Borrower is obtaining Extended 2025 Term Loans to replace the Existing Term Loans pursuant to the Amendment as set forth therein (the “Amended Credit Agreement”). Each of the parties hereto hereby agrees, with respect to each Loan Document to which it is a party:
(i)    all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of the Amendment; and
(ii)    all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Amended Credit Agreement and related guarantees.
(c)    This Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement).
(d)    THIS ACKNOWLEDGMENT AND CONFIRMATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(e)    This Acknowledgment and Confirmation may be executed by one or more of the parties to this Acknowledgment and Confirmation on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Acknowledgment and Confirmation by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.

        



IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgment and Confirmation to be duly executed and delivered as of the date first written above.
REALOGY GROUP, LLC
By:    /s/ ANTHONY E. HULL    
    Name: Anthony E. Hull
    Title: Executive Vice President and Treasurer

REALOGY INTERMEDIATE HOLDINGS LLC
By:    /s/ ANTHONY E. HULL    
    Name: Anthony E. Hull
    Title: Executive Vice President and Treasurer

Signature Page to Acknowledgment and Confirmation
        



SUBSIDIARY GUARANTORS:
CASTLE EDGE INSURANCE AGENCY, INC.
REALOGY OPERATIONS LLC
REALOGY SERVICES GROUP LLC
REALOGY SERVICES VENTURE PARTNER LLC


By: /s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Chief Financial Officer


CARTUS CORPORATION
MID-ATLANTIC SETTLEMENT SERVICES LLC
TRG MARYLAND HOLDINGS LLC
NRT QUEENS LLC
ON COLLABORATIVE, INC.
ON COLLABORATIVE LLC
SOTHEBY’S INTERNATIONAL REALTY GLOBAL
DEVELOPMENT ADVISORS LLC
SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY INC.
NRT PROPERTY MANAGEMENT COLORADO LLC
NRT PROPERTY MANAGEMENT HAWAII LLC
NRT PROPERTY MANAGEMENT NEVADA LLC
NRT PROPERTY MANAGEMENT OHIO LLC
NRT PROPERTY MANAGEMENT TENNESSEE LLC
NRT PROPERTY MANAGEMENT UTAH LLC
NRT VACATION RENTALS ARIZONA LLC
NRT VACATION RENTALS DELAWARE LLC
NRT VACATION RENTALS FLORIDA LLC
NRT VACATION RENTALS MARYLAND LLC
NRT VACATION RENTALS CALIFORNIA, INC.
TITLE RESOURCE GROUP SETTLEMENT SERVICES, LLC

By: /s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer


TRG VENTURE PARTNER LLC

By: /s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Executive Vice President, Chief Financial Officer and Treasurer


Signature Page to Acknowledgment and Confirmation
        



AMERICAN TITLE COMPANY OF HOUSTON
BURNET TITLE HOLDING LLC
BURNET TITLE LLC
CASE TITLE COMPANY
CORNERSTONE TITLE COMPANY
EQUITY TITLE COMPANY
EQUITY TITLE MESSENGER SERVICE HOLDING LLC
GUARDIAN HOLDING COMPANY
GUARDIAN TITLE AGENCY, LLC
KEYSTONE CLOSING SERVICES LLC
LAKECREST TITLE, LLC
LAND TITLE AND ESCROW, INC.
MARKET STREET SETTLEMENT GROUP LLC
NATIONAL COORDINATION ALLIANCE LLC
NRT SETTLEMENT SERVICES OF MISSOURI LLC
PROCESSING SOLUTIONS LLC
SECURED LAND TRANSFERS LLC
ST. JOE TITLE SERVICES LLC
TEXAS AMERICAN TITLE COMPANY
TITLEONE CORPORATION
TITLEONE EXCHANGE COMPANY
TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC
TITLE RESOURCE GROUP HOLDINGS LLC
TITLE RESOURCE GROUP LLC
TITLE RESOURCE GROUP SERVICES LLC
TRG SETTLEMENT SERVICES, LLP



By: /s/ THOMAS N. RISPOLI        
Name: Thomas N. Rispoli
Title: Chief Financial Officer


Signature Page to Acknowledgment and Confirmation
        



BETTER HOMES AND GARDENS REAL ESTATE LLC
BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC
CENTURY 21 REAL ESTATE LLC
CGRN, INC.
COLDWELL BANKER LLC
COLDWELL BANKER REAL ESTATE LLC
ERA FRANCHISE SYSTEMS LLC
GLOBAL CLIENT SOLUTIONS LLC
ONCOR INTERNATIONAL LLC
REALOGY FRANCHISE GROUP LLC
REALOGY GLOBAL SERVICES LLC
REALOGY LICENSING LLC
SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC
SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC
ZAPLABS LLC


By: /s/ ANDREW G. NAPURANO    
Name: Andrew G. Napurano
Title: Chief Finance and Strategy Officer


Signature Page to Acknowledgment and Confirmation
        



ALPHA REFERRAL NETWORK LLC
BURGDORFF LLC
BURNET REALTY LLC
CAREER DEVELOPMENT CENTER, LLC
CB COMMERCIAL NRT PENNSYLVANIA LLC
CDRE TM LLC
CLIMB REAL ESTATE, INC.
COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC
COLDWELL BANKER PACIFIC PROPERTIES LLC
COLDWELL BANKER REAL ESTATE SERVICES LLC
COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY
COLDWELL BANKER RESIDENTIAL BROKERAGE LLC
COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.
COLORADO COMMERCIAL, LLC
CORCORAN GROUP LLC
HFS LLC
HFS.COM CONNECTICUT REAL ESTATE LLC
HFS.COM REAL ESTATE INCORPORATED
HFS.COM REAL ESTATE LLC
HOME REFERRAL NETWORK LLC
JACK GAUGHEN LLC
MARTHA TURNER PROPERTIES, L.P.
MARTHA TURNER SOTHEBY'S INTERNATIONAL REALTY REFERRAL COMPANY LLC
MTPGP, LLC
NRT ARIZONA COMMERCIAL LLC
NRT ARIZONA LLC
NRT ARIZONA REFERRAL LLC
NRT CAROLINAS LLC
NRT CAROLINAS REFERRAL NETWORK LLC
NRT COLORADO LLC
NRT COLUMBUS LLC
NRT COMMERCIAL LLC
NRT DEVELOPMENT ADVISORS LLC
NRT DEVONSHIRE LLC
 
NRT DEVONSHIRE WEST LLC
NRT FLORIDA LLC
NRT HAWAII REFERRAL, LLC
NRT LLC
NRT MID-ATLANTIC LLC
NRT MISSOURI LLC
NRT MISSOURI REFERRAL NETWORK LLC
NRT NEW ENGLAND LLC
NRT NEW YORK LLC
NRT NORTHFORK LLC
NRT PHILADELPHIA LLC
NRT PITTSBURGH LLC
NRT PROPERTY CARE LLC
NRT PROPERTY MANAGEMENT ARIZONA LLC
NRT PROPERTY MANAGEMENT ATLANTA LLC
NRT PROPERTY MANAGEMENT CALIFORNIA, INC.
NRT PROPERTY MANAGEMENT DC LLC
NRT PROPERTY MANAGEMENT DELAWARE LLC
NRT PROPERTY MANAGEMENT FLORIDA LLC
NRT PROPERTY MANAGEMENT ILLINOIS LLC
NRT PROPERTY MANAGEMENT LOUISIANA LLC
NRT PROPERTY MANAGEMENT MARYLAND LLC
NRT PROPERTY MANAGEMENT MINNESOTA LLC
NRT PROPERTY MANAGEMENT NEW JERSEY LLC
NRT PROPERTY MANAGEMENT NORTH CAROLINA LLC
NRT PROPERTY MANAGEMENT OKLAHOMA LLC
NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC
NRT PROPERTY MANAGEMENT SOUTH CAROLINA LLC
NRT PROPERTY MANAGEMENT TEXAS LLC
NRT PROPERTY MANAGEMENT VIRGINIA LLC
(continued)

Signature Page to Acknowledgment and Confirmation
        



(continued from prior page)
















































 
NRT REFERRAL NETWORK LLC
NRT RELOCATION LLC
NRT RENTAL MANAGEMENT SOLUTIONS LLC
NRT REOEXPERTS LLC
NRT SUNSHINE INC.
NRT TEXAS LLC
NRT UTAH LLC
NRT WEST, INC.
NRT ZIPREALTY LLC
REAL ESTATE REFERRAL LLC
REAL ESTATE REFERRALS LLC
REAL ESTATE SERVICES LLC
REFERRAL ASSOCIATES OF NEW ENGLAND LLC
REFERRAL NETWORK LLC
REFERRAL NETWORK PLUS, INC.
REFERRAL NETWORK, LLC
SOTHEBY'S INTERNATIONAL REALTY REFERRAL COMPANY, LLC
SOTHEBY'S INTERNATIONAL REALTY, INC.
THE SUNSHINE GROUP, LTD.


By: /s/ ROGER FAVANO    
Name: Roger Favano
Title: Chief Financial Officer


Signature Page to Acknowledgment and Confirmation
        



[Lender Signature Pages on File with the Administrative Agent]



LENDER ADDENDUM (CASHLESS ROLL) TO THE
AMENDMENT OF THE
CREDIT AGREEMENT
DATED AS OF MARCH 5, 2013

This Lender Addendum (Cashless Roll) (this “Lender Addendum”) is referred to in, and is a signature page to, the Fifth Amendment (the “Amendment”) to the Amended and Restated Credit Agreement dated as of March 5, 2013 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as a Continuing Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby and (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to continue its Existing Term Loans as Extended 2025 Term Loans pursuant to a cashless roll on the Fifth Amendment Effective Date in the amount of its Extended 2025 Term Loan Commitment.
Name of Institution:
     
_______________________________________________________________





Executing as a Continuing Term Lender:

   By:
      _________________________________
      Name:
      Title:

For any institution requiring a second signature line:

   By:
      _________________________________
      Name:
      Title:


        



[Lender Signature Pages on File with the Administrative Agent]

LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
CREDIT AGREEMENT
DATED AS OF MARCH 5, 2013

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Fifth Amendment (the “Amendment”) to the Amended and Restated Credit Agreement dated as of March 5, 2013 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2025 Term Loans on the Fifth Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2025 Term Loan Commitment and (C) that on the Fifth Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
  ______________________________________________________________

 

Executing as an Additional Term Lender:

   By:
      _________________________________
      Name:
      Title:

For any institution requiring a second signature line:

   By:
      _________________________________
      Name:
      Title:
 



        
Exhibit
Exhibit 10.2

EXECUTION VERSION

SIXTH AMENDMENT
SIXTH AMENDMENT, dated as of February 8, 2018 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested that the outstanding Revolving Facility Commitments and Revolving Facility Loans, if any, be refinanced with a new revolving facility (the “Amended Revolving Facility”) in accordance with Section 10.08(e) of the Credit Agreement by obtaining Extended 2023 Revolving Commitments (as defined in Section 8 of this Amendment) and having existing Revolving Facility Loans be refinanced as provided herein;

WHEREAS, JPMorgan Chase Bank, N.A. is the lead arranger and bookrunner for the Amended Revolving Facility (in such capacity, the “Lead Arranger”), and Barclays Bank PLC, Suntrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, Capital One, N.A., Credit Agricole Corporate and Investment Bank, Citizens Bank, N.A., Bank of America, N.A., BMO Capital Markets Corp., TD Securities, the Bank of Nova Scotia, Santander Bank, N.A., Wells Fargo Bank, National Association and Credit Suisse Securities (USA) LLC are the joint lead arrangers and joint bookrunners for the Amended Revolving Facility;

WHEREAS, the loans under the Amended Revolving Facility (the “Extended 2023 Revolving Loans”) will replace and refinance the currently outstanding Revolving Facility Loans;

WHEREAS, except as otherwise provided herein, the Extended 2023 Revolving Commitments and Extended 2023 Revolving Loans will have the same terms as the Revolving Facility Commitments and Revolving Facility Loans, as the case may be, currently outstanding under the Credit Agreement (such existing Revolving Facility Commitments, the “Existing Revolving Commitments”; such existing Revolving Facility Loans, collectively, the “Existing Revolving Loans”; and the Lenders holding such Existing Revolving Commitments, collectively, the “Existing Revolving Lenders”);

WHEREAS, the lenders under the Amended Revolving Facility (collectively, the “Extended 2023 Revolving Lenders”) are severally willing to make Extended 2023 Revolving Loans from time to time and provide Extended 2023 Revolving Commitments, subject to the terms and conditions set forth in this Amendment and the Credit Agreement as amended hereby;

WHEREAS, Section 10.08(e) of the Credit Agreement permits the Borrower to amend the Credit Agreement, with the written consent of the Administrative Agent and the Extended 2023 Revolving Lenders, to refinance the Existing Revolving Loans with the proceeds of the Amended Revolving Facility, and to replace the Existing Revolving Commitments with the Extended 2023 Revolving Commitments, which constitute Replacement Revolving Commitments, under the Credit Agreement;






WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower wishes to obtain Incremental Revolving Facility Commitments (as defined in the Credit Agreement);

WHEREAS, Section 2.20 of the Credit Agreement permits the Borrower to amend the Credit Agreement, with the written consent of the Administrative Agent and the Incremental Revolving Facility Lenders (as defined in the Credit Agreement), to include Incremental Revolving Facility Commitments; and

WHEREAS, the Borrower, the Extended 2023 Revolving Lenders, the Incremental Revolving Facility Lenders and the Administrative Agent are willing to agree to this Amendment on the terms set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1.Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2.    Amendments to Article I of the Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended as follows:
(a)The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:
Extended 2023 Revolving Commitments” shall have the meaning assigned to such term in the Sixth Amendment.

Extended 2023 Revolving Loans” shall have the meaning assigned to such term in the Sixth Amendment.

Sixth Amendment” shall mean the Sixth Amendment, dated as of the Sixth Amendment Effective Date, to this Agreement.

Sixth Amendment Effective Date” shall mean February 8, 2018.

(b)The definition of “ABR” is hereby amended by adding the following sentence as the last sentence of such definition:
“If the ABR is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the ABR shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.”
(c)The definition of “Apple Ridge Documents” is hereby amended and restated in its entirety as follows:
Apple Ridge Documents” shall mean the Purchase Agreement, dated as of April 25, 2000, as amended, by and between Cartus Corporation and Cartus Financial Corporation, the Receivables Purchase Agreement, dated as of April 25, 2000, as amended, by and

2



between Cartus Financial Corporation and Apple Ridge Services Corporation, the Master Indenture, dated as of April 25, 2000, as amended, by and between Apple Ridge Funding LLC and U.S. Bank National Association, the Transfer and Servicing Agreement, dated as of April 25, 2000, as amended, by and among Apple Ridge Services Corporation, Cartus Corporation, Cartus Financial Corporation, Apple Ridge Funding LLC and U.S. Bank National Association, the Performance Guaranty, dated as of May 12, 2006, as amended, by Realogy Corporation in favor of Apple Ridge Funding, LLC and Cartus Financial Corporation, the Ninth Omnibus Amendment, dated as of June 11, 2015, by and among Cartus Corporation, Cartus Financial Corporation, Apple Ridge Services Corporation, Apple Ridge Funding LLC, Realogy Group LLC, U.S. Bank National Association, the managing agents party to the Note Purchase Agreement and Crédit Agricole Corporate and Investment Bank, the Tenth Omnibus Amendment, dated as of June 9, 2017, by and among Cartus Corporation, Cartus Financial Corporation, Apple Ridge Services Corporation, Apple Ridge Funding LLC, Realogy Group LLC, U.S. Bank National Association, the managing agents party to the Note Purchase Agreement and Crédit Agricole Corporate and Investment Bank, the Note Purchase Agreement, dated as of December 14, 2011, as amended, by and among Apple Ridge Funding LLC, Cartus Corporation, the purchasers and the managing agents from time to time parties thereto, and Crédit Agricole Corporate and Investment Bank (the “Note Purchase Agreement”), the Series 2011-1 Indenture Supplement, dated as of December 16, 2011, by and between Apple Ridge Funding LLC and U.S. Bank National Association, the Instrument of Resignation, Appointment and Acceptance, dated as of December 16, 2011, by and among The Bank of New York Mellon, as resigning indenture trustee, paying agent, authentication agent, and transfer agent and registrar, U.S. Bank National Association, as replacement indenture trustee, paying agent, authentication agent, and transfer agent and registrar, Cartus Corporation, Cartus Financial Corporation and Apple Ridge Service Corporation, and each other agreement or other document contemplated by or entered into in connection with and/or in replacement of the foregoing, each as amended, restated, refinanced, modified or supplemented on or prior to the Closing Date.
(d)The definition of “Applicable Pricing Grid” is hereby amended and restated in its entirety as follows:
Applicable Pricing Grid” shall mean, with respect to Revolving Facility Loans and the Commitment Fee, the table set forth below:

3



Senior Secured Leverage Ratio
Applicable Margin for Eurocurrency Revolving Loans
Applicable Margin for ABR Revolving Loans
Applicable Commitment Fee
Greater than 3.50:1.00
2.50%
1.50%
0.45%
Less than or equal to 3.50:1.00 but greater than or equal to 2.50:1.00
2.25%
1.25%
0.40%
Less than 2.50:1.00 but greater than or equal to 2.00:1.00
2.00%
1.00%
0.35%
Less than 2.00:1.00
1.75%
0.75%
0.35%

For purposes of the Applicable Pricing Grid, changes in the Applicable Margin resulting from changes in the Senior Secured Leverage Ratio shall become effective on the date that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 5.04 (the “Revolving Facility Adjustment Date”) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 5.04, then, at the option of the Administrative Agent or the Required Lenders, until the date that is three Business Days after the date on which such financial statements are delivered, the pricing level that is one pricing level higher than the pricing level theretofore in effect shall apply as of the first Business Day after the date on which such financial statements were to have been delivered but were not delivered. Each determination of the Senior Secured Leverage Ratio pursuant to the Applicable Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.10.
(e)The definition of “Federal Funds Effective Rate” is hereby amended and restated in its entirety as follows:
"Federal Funds Effective Rate" shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMCB on such day on such transactions as determined by the Administrative Agent; provided, further, that if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
(f)The definition of “Ineligible Institution” is hereby amended and restated in its entirety as follows:

4



Ineligible Institution” shall mean the persons identified on Schedule 1.01I on the Closing Date, and as may be identified in writing to the Administrative Agent by the Borrower from time to time thereafter, with the written consent of the Administrative Agent, by delivery of a notice thereof to the Administrative Agent (such notice to be made available to the Lenders) setting forth such person or persons (or the person or persons previously identified to the Administrative Agent that are to be no longer considered "Ineligible Institutions"); provided, that such notice identifying a person as an “Ineligible Institution” shall not be deemed to apply retroactively to any person that has become a Lender or Participant hereunder prior to the date of such notice.
(g)The definition of “LIBO Rate” is hereby amended and restated in its entirety as follows:
LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, the rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) (“IBA LIBOR”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided, that if such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurocurrency Loan being made, continued or converted by JPMCB and with a term equivalent to such Interest Period would be offered by JPMCB’s London Branch to major banks in the London interbank Eurocurrency market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period, provided, further, that if such rate as published by ICE Benchmark Administration (or other applicable source) shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
(h)The definition of “Revolving Facility Maturity Date” is hereby amended and restated in its entirety as follows:
Revolving Facility Maturity Date” shall mean “February 8, 2023”.
(i)The definition of “Revolving Facility Commitment” is hereby amended and restated in its entirety as follows:
Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender: (i) prior to the Sixth Amendment Effective Date, to make Revolving Facility Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder or (ii) on and after the Sixth Amendment Effective Date, (a) to continue its Existing Revolving Loans (as defined in the Sixth Amendment) as Extended 2023 Revolving Loans or (b) to make Extended 2023 Revolving Loans as provided for in the Sixth Amendment, in each case as such commitments may be or have been (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to

5



such Lender under Section 10.04, and (c) increased as provided under Section 2.20. The amount of each Lender’s Revolving Facility Commitment as of the Sixth Amendment Effective Date is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving Facility Commitment (or Incremental Revolving Facility Commitment), as applicable. The aggregate amount of the Lenders’ Revolving Facility Commitments on, and after giving effect to, the Sixth Amendment Effective Date (including after giving effect to the Incremental Revolving Facility Commitments established by the Sixth Amendment) is $1,400.0 million.
(j)The definition of “Revolving Facility Loan” is hereby amended and restated in its entirety as follows:
Revolving Facility Loan” shall mean (i) prior to the Sixth Amendment Effective Date, a Loan made by a Revolving Facility Lender pursuant to Section 2.01(b) or (ii) on and after the Sixth Amendment Effective Date, any Extended 2023 Revolving Loans made or continued pursuant to the Sixth Amendment.
SECTION 3.    Amendments to Article II of the Credit Agreement.
(a)Section 2.01 of the Credit Agreement is hereby amended as of the Sixth Amendment Effective Date by adding the following sentence immediately before the last sentence of Section 2.01(b):
“Following the making or continuation thereof, as applicable, on the Sixth Amendment Effective Date, the Extended 2023 Revolving Loans shall constitute Revolving Facility Loans, as applicable, in all respects.”
(b)Section 2.14 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“SECTION 2.14. Alternate Rate of Interest. (a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because the IBA LIBOR is not available or published on a current basis), for such Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (B) if any

6



Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

(b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the IBA LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the IBA LIBOR shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 10.08, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(b), only to the extent the IBA LIBOR for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and (y) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.”

SECTION 4.    Amendment to Article III of the Credit Agreement.
(a)The Credit Agreement is hereby amended by adding a new Section 3.24 as follows:
“SECTION 3.24. ERISA Matters. As of the Sixth Amendment Effective Date, the Borrower is not and will not be (i) an employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code, (iii) an entity deemed to hold “plan assets” of any such plans or account for purposes of ERISA or the Code, as determined pursuant to Section 3(42) of ERISA or (iv) a “Governmental plan” within the meaning of Section 3(32) of ERISA.”
SECTION 5.    Amendments to Article V of the Credit Agreement.
(a)Section 5.01(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence (in the case of the Borrower, in a United States jurisdiction), except, in the case of a Subsidiary of the Borrower, where the failure to do so, individually or in the

7



aggregate, would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05; provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries except as permitted under Section 6.04.”

(b)Section 5.09 of the Credit Agreement is hereby amended as of the Sixth Amendment Effective Date by adding the following sentence immediately after the last sentence of Section 5.09:
“Notwithstanding anything contained in this Agreement to the contrary, no Mortgage shall be executed and delivered with respect to any real property unless and until each Lender has received, at least twenty Business Days prior to such execution and delivery, a life of loan flood zone determination and such other documents as it may reasonably request to complete its flood insurance due diligence and has confirmed to the Administrative Agent that flood insurance due diligence and flood insurance compliance has been completed to its satisfaction.”

SECTION 6.    Amendments to Article X of the Credit Agreement.
(a)Section 10.04(b)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Credit-Linked Deposits, its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower; provided, that (A) no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Sections 8.01(b), (c), (h) or (i) has occurred and is continuing, any other person and (B) the Borrower shall be deemed to have consented to any assignment unless the Borrower has objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; and

(B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan or such Lender's Credit-Linked Deposits to a Lender, an Affiliate of a Lender or an Approved Fund.

(b)Section 10.04(b)(ii)(A) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(A)    except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender's Credit-Linked-Deposits, Commitments or Loans under any Facility, the amount of the Credit-

8



Linked-Deposits, Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) $500,000 in the case of Credit-Linked Deposits or Term Loans and (y) $5.0 million in the case of Revolving Facility Loans or Revolving Facility Commitments, unless each of the Borrower and the Administrative Agent otherwise consent; provided that contemporaneous assignments by a Lender to two or more of its Approved Funds shall be treated as a single assignment for purposes of determining whether such minimum amount has been met; provided, further, that no such consent of the Borrower shall be required if an Event of Default under Sections 8.01(b), (c), (h) or (i) has occurred and is continuing;”

(c)Section 10.16(F) of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(F) to any direct or indirect contractual counterparty in Swap Agreements or such contractual counterparty's professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by provisions substantially similar to the provisions of this Section 10.16)."

SECTION 7.    Amendment to Schedule 2.01 of the Credit Agreement. The Revolving Facility Commitments set forth in Schedule 2.01 of the Credit Agreement is hereby amended and restated in its entirety by the Revolving Facility Commitments set forth in Schedule 2.01 of this Amendment.
SECTION 8.    Extended 2023 Revolving Commitments.
(a)    The Extended 2023 Revolving Commitment of each Extended 2023 Revolving Lender will be available to the Borrower on and after the Sixth Amendment Effective Date. The “Extended 2023 Revolving Commitment” of any Extended 2023 Revolving Lender will be the amount set forth opposite such Lender on Schedule 2.01 (as amended pursuant to Section 7 hereof) to the Credit Agreement. The obligation of each Extended 2023 Revolving Lender to make Extended 2023 Revolving Loans and to provide Extended 2023 Revolving Commitments on the Sixth Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 10 of this Amendment.
(b)    On and after the Sixth Amendment Effective Date, each reference in the Credit Agreement to (i) “Revolving Facility Commitments” shall be deemed a reference to the Extended 2023 Revolving Commitments contemplated hereby and (ii) “Revolving Facility Loans” shall be deemed a reference to Extended 2023 Revolving Loans contemplated hereby, as the case may be, except as the context may otherwise require.
(c)    On the Sixth Amendment Effective Date, all Existing Revolving Loans shall be repaid, together with accrued interest and other fees and expenses then due and payable, in accordance with the terms and conditions of the Credit Agreement as in effect immediately prior to the Sixth Amendment Effective Date, and reborrowed as Extended 2023 Revolving Loans in accordance with Sections 2.02 and 2.03 of the Credit Agreement. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Revolving Lender in respect of such Lender’s Existing Revolving Loans to the same extent expressly set forth therein.

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(d)    A Person shall become a party to the Credit Agreement as amended hereby (including all of the rights and obligations thereunder) as a Lender thereunder and an Extended 2023 Revolving Lender as of the Sixth Amendment Effective Date by executing and delivering, on or prior to the Sixth Amendment Effective Date, a signature page hereto in its capacity as an Extended 2023 Revolving Lender.
SECTION 9.    Incremental Revolving Facility Commitments.
(a)    The Borrower has requested $350,000,000 of Incremental Revolving Facility Commitments and that the date on which such Incremental Revolving Facility Commitments become effective be the Sixth Amendment Effective Date, and each Extended 2023 Revolving Lender has severally agreed to provide an Incremental Revolving Facility Commitment in the amount equal to the excess of the amount set forth opposite such Extended 2023 Revolving Lender on Schedule 2.01 hereto over its Existing Revolving Commitment.
(b)    On the Sixth Amendment Effective Date immediately following the effectiveness of the other amendments set forth in Sections 2, 3 and 7 above (other than the amendments set forth in Section 2(b), Section 2(c), Section 2(e), Section 2(f), Section 2(g) and Section 3(b)) and immediately prior to the effectiveness of the amendments set forth in Section 2(b), Section 2(c), Section 2(e), Section 2(f), Section 2(g), Section 3(b), Section 4, Section 5 and Section 6, this Amendment shall constitute an “Incremental Assumption Agreement” pursuant to Section 2.20 of the Credit Agreement, the Incremental Revolving Facility Commitments referred to in Section 9(a) above shall constitute additional “Revolving Facility Commitments” and any loans made pursuant to such Incremental Revolving Facility Commitments shall constitute “Revolving Facility Loans” under the Credit Agreement as set forth in this Section 9. After giving effect to the Incremental Revolving Facility Commitments referred to in Section 9(a) above, as of the Sixth Amendment Effective Date, the Revolving Facility Lenders shall be sufficient to constitute Required Lenders for purposes of the amendments set forth in Section 2(b), Section 2(c), Section 2(e), Section 2(f), Section 2(g), Section 3(b), Section 4, Section 5 and Section 6.
(c)    The Incremental Revolving Facility Commitments shall have the same terms and conditions as those of the Existing Revolving Commitments existing immediately prior to the Sixth Amendment Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit Agreement as amended by this Amendment.
(d)    Following the Sixth Amendment Effective Date, the Incremental Revolving Facility Commitments referred to in Section 9(a) shall be Extended 2023 Revolving Commitments and all Revolving Facility Loans shall be made in accordance with the aggregate Revolving Facility Commitments of the Revolving Facility Lenders after giving effect to the Incremental Revolving Facility Commitments contemplated hereby. Pursuant to Section 2.20(d) of the Credit Agreement, the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loans, including in respect of the Incremental Revolving Facility Commitments contemplated hereby, when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis.
SECTION 10.    Effectiveness. This Amendment (including the Incremental Revolving Facility Commitments provided herein) shall become effective as of the date (the “Sixth Amendment Effective Date”) on which the following conditions have been satisfied:

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(a)    The Administrative Agent (or its counsel) shall have received a duly executed and completed counterpart hereof that bears the signature of (i) the Borrower, (ii) each Extended 2023 Revolving Lender, (iii) each Incremental Revolving Facility Lender and (iv) the Administrative Agent.
(b)    The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party.
(c)    The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Sixth Amendment Effective Date.
(d)    To the extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP) in connection with this Amendment and any other reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties under the Credit Agreement or under any Loan Document.
(e)    No Event of Default or Default shall have occurred and be continuing.
(f)    The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Amendment, the representations and warranties set forth in the Loan Documents, as amended by this Amendment, are true and correct in all material respects on and as of the Sixth Amendment Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Sixth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (ii) no Default or Event of Default has occurred and is continuing on the Sixth Amendment Effective Date after giving effect to this Amendment.
(g)    The Administrative Agent shall have received, on behalf of itself and the Lenders on the Sixth Amendment Effective Date (after giving effect hereto), a favorable written opinion of (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit Agreement, in each case (A) dated the Sixth Amendment Effective Date, (B) addressed to the Administrative Agent, the Extended 2023 Revolving Lenders and the Incremental Revolving Facility Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Amendment and the other Loan Documents as the Administrative Agent shall reasonably request.
(h)    The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below:
(i)    a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary

11



of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party;
(ii)    a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Sixth Amendment Effective Date and certifying:
(A)    that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Sixth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below,
(B)    that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Sixth Amendment Effective Date,
(C)    that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and
(D)    as to the incumbency and specimen signature of each officer executing any Loan Document (including the Acknowledgment and Confirmation in the form of Annex I hereto) or any other document delivered in connection herewith on behalf of such Loan Party; and
(iii)     a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.
(i)    The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower.
(j)    The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof.
(k)    The Borrower shall be in Pro Forma Compliance after giving effect to the Incremental Revolving Facility Commitments requested and provided hereby on the Sixth Amendment Effective Date.

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SECTION 11.    Representations and Warranties. The Borrower represents and warrants to each of the Lenders and the Administrative Agent that as of the Sixth Amendment Effective Date:
11.1.     This Amendment has been duly authorized, executed and delivered by it and this Amendment and the Credit Agreement, as amended hereby, constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
11.2.     Each of the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Sixth Amendment Effective Date with the same effect as though made on and as of the Sixth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Sixth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects.
SECTION 12.    Effect of Amendment.
12.1.     Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
12.2.     On and after the Sixth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment and the Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
12.3.    Except as expressly provided herein or in the Credit Agreement, the Amended Revolving Facility shall be subject to the terms and provisions of the Credit Agreement and the other Loan Documents.
SECTION 13.    General.
13.1.     GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
13.2.     Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the

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reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP, primary counsel for the Administrative Agent, the Lead Arrangers and the Lenders.
13.3.     Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.
13.4.    Headings. The headings of this Amendment are used for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
13.5.    FATCA Grandfathered Status. Solely for purposes of determining withholding Taxes under FATCA, from and after the Sixth Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Extended 2023 Revolving Lenders hereby authorize the Administrative Agent to treat) the Extended 2023 Revolving Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.
REALOGY GROUP LLC, as Borrower
By:
/s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer
REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings
By:
/s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer

 

Signature Page to Amendment



JPMORGAN CHASE BANK, N.A., as Administrative Agent, as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender
By:
/s/ CHIARA CARTER    
Name: Chiara Carter
Title: Executive Director


Signature Page to Amendment



BARCLAYS BANK PLC,
as an Extended 2023 Revolving Lender and
as an Incremental Revolving Facility Lender
By:
/s/ CHRIS WALTON    
Name: Chris Walton
Title: Director

Signature Page to Amendment



SunTrust Bank,
as an Extended 2023 Revolving Lender and
as an Incremental Revolving Facility Lender
By:
/s/ JOHNETTA BUSH    
Name: Johnetta Bush
Title: Director






GOLDMAN SACHS BANK USA,
as an Extended 2023 Revolving Lender and
as an Incremental Revolving Facility Lender
By:
/s/ ANNIE CARR    
Name: Annie Carr    
Title: Authorized Signatory






Capital One, N.A.,
as an Extended 2023 Revolving Lender and
as an Incremental Revolving Facility Lender
By:
/s/ ANDREW CRAIN    
Name: Andrew Crain    
Title: Duly Authorized Signatory






Credit Agricole Corporate and Investment Bank.,
as an Extended 2023 Revolving Lender and
as an Incremental Revolving Facility Lender
By:
/s/    
Name:    
Title:
By:
/s/ BRAD MATTHEWS    
Name: Brad Matthews    
Title: Director







CITIZENS BANK, N.A. as an Extended 2023 Revolving Lender and
as an Incremental Revolving Facility Lender
By:
/s/ DONALD A. WRIGHT    
Name: Donald A. Wright    
Title: SVP






BANK OF AMERICA, N.A., as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ SUZANNE E. PICKETT    
Name: Suzanne E. Pickett    
Title: Vice President






Bank of Montreal,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ SEAN BALL    
Name: Sean Ball        
Title: Director






The Toronto-Dominion Bank, New York Branch,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ SAVO BOZIC    
Name: Savo Bozic        
Title: Authorized Signatory






THE BANK OF NOVA SCOTIA, as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ MICHAEL GRAD    
Name: Michael Grad        
Title: Director






Santander Bank, N.A.,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ TIMOTHY MAHER    
Name: Timothy Maher        
Title: Senior Vice President





WELLS FARGO BANK, N.A.,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ MICHAEL T. O'BRIEN    
Name: Michael T. O'Brien        
Title: Managing Director





CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ CHRISTOPHER DAY    
Name: Christopher Day        
Title: Authorized Signatory
By:
/s/ STEFAN HUMMEL    
Name: Stefan Hummel        
Title: Authorized Signatory






PEOPLE'S UNITED BANK, NATIONAL ASSOCIATION,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ JAMES RILEY    
Name: James Riley        
Title: Senior Vice President






COMERICA BANK,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ THOMAS M HICKS    
Name: Thomas M Hicks        
Title: Vice President






COMPASS BANK D/B/A BBVA COMPASS,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ RAJ NAMBIAR    
Name: Raj Nambiar        
Title: Sr. Vice President






Fifth Third Bank,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ VALERIE SCHANZER    
Name: Valerie Schanzer        
Title: Managing Director






Signature Bank, as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ RICHARD OHL    
Name: Richard Ohl        
Title: Vice President, Sr. Lender






Crédit Industriel et Commercial, New York Branch, as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ CLIFFORD ABRAMSKY    
Name: Clifford Abramsky        
Title: Managing Director
By:
/s/ GARRY WEISS    
Name: Garry Weiss        
Title: Managing Director







Texas Capital Bank, N.A.,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ CHRIS WHEELER    
Name: Chris Wheeler        
Title: Executive Vice President






WEBSTER BANK, NATIONAL ASSOCIATION,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ STEVEN W. COLLINS    
Name: Steven W. Collins        
Title: Executive Vice President






STIFEL BANK & TRUST,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ MATTHEW L. DIEHL    
Name: Matthew L. Diehl        
Title: Senior Vice President






FLUSHING BANK,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ DAHIANARA VILLACRES    
Name: Dahianara Villacres        
Title: AVP, Credit Relationship Mgr.






CHANG HWA COMMERICAL BANK LTD., NEW YORK BRANCH,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ JERRY LIU    
Name: Jerry Liu        
Title: A.V.P & A.G.M.





Liberty Bank,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ CARLA BALESANO    
Name: Carla Balesano        
Title: Senior Vice President





TriState Capital Bank,
as an Extended 2023 Revolving Lender and as an Incremental Revolving Facility Lender

By:
/s/ ELLEN FRANK    
Name: Ellen Frank        
Title: Senior Vice President






Annex I

ACKNOWLEDGMENT AND CONFIRMATION
(a)    Reference is made to the SIXTH AMENDMENT, dated as of February 8, 2018 (the “Amendment”; capitalized terms used herein without definition shall have the meanings therein), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 5, 2013 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
(b)    The Credit Agreement is being amended and the Borrower is obtaining (i) Extended 2023 Revolving Loans to refinance the Existing Revolving Loans and Extended 2023 Revolving Commitments to replace the Existing Revolving Commitments and (ii) Incremental Revolving Facility Commitments, in each case, pursuant to the Amendment as set forth therein (the “Amended Credit Agreement”). Each of the parties hereto hereby agrees, with respect to each Loan Document to which it is a party:
(i)    all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of the Amendment; and
(ii)    all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Amended Credit Agreement and related guarantees.
(c)    This Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement).

(d)    THIS ACKNOWLEDGMENT AND CONFIRMATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(e)    This Acknowledgment and Confirmation may be executed by one or more of the parties to this Acknowledgment and Confirmation on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Acknowledgment and Confirmation by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.





IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgment and Confirmation to be duly executed and delivered as of the date first written above.
REALOGY GROUP, LLC
By:    /s/ ANTHONY E. HULL        
    Name: Anthony E. Hull
    Title: Executive Vice President and Treasurer

REALOGY INTERMEDIATE HOLDINGS LLC
By:    /s/ ANTHONY E. HULL        
    Name: Anthony E. Hull
    Title: Executive Vice President and Treasurer

Signature Page to Acknowledgment and Confirmation



SUBSIDIARY GUARANTORS:
CASTLE EDGE INSURANCE AGENCY, INC.
REALOGY OPERATIONS LLC
REALOGY SERVICES GROUP LLC
REALOGY SERVICES VENTURE PARTNER LLC


By: /s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Chief Financial Officer



CARTUS CORPORATION
MID-ATLANTIC SETTLEMENT SERVICES LLC
TRG MARYLAND HOLDINGS LLC
NRT QUEENS LLC
ON COLLABORATIVE, INC.
ON COLLABORATIVE LLC
SOTHEBY’S INTERNATIONAL REALTY GLOBAL
DEVELOPMENT ADVISORS LLC
SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY INC.
NRT PROPERTY MANAGEMENT COLORADO LLC
NRT PROPERTY MANAGEMENT HAWAII LLC
NRT PROPERTY MANAGEMENT NEVADA LLC
NRT PROPERTY MANAGEMENT OHIO LLC
NRT PROPERTY MANAGEMENT TENNESSEE LLC
NRT PROPERTY MANAGEMENT UTAH LLC
NRT VACATION RENTALS ARIZONA LLC
NRT VACATION RENTALS DELAWARE LLC
NRT VACATION RENTALS FLORIDA LLC
NRT VACATION RENTALS MARYLAND LLC
NRT VACATION RENTALS CALIFORNIA, INC.
TITLE RESOURCE GROUP SETTLEMENT SERVICES, LLC

By: /s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer

TRG VENTURE PARTNER LLC

By: /s/ ANTHONY E. HULL    
Name: Anthony E. Hull
Title: Executive Vice President, Chief Financial Officer and Treasurer

Signature Page to Acknowledgment and Confirmation



AMERICAN TITLE COMPANY OF HOUSTON
BURNET TITLE HOLDING LLC
BURNET TITLE LLC
CASE TITLE COMPANY
CORNERSTONE TITLE COMPANY
EQUITY TITLE COMPANY
EQUITY TITLE MESSENGER SERVICE HOLDING LLC
GUARDIAN HOLDING COMPANY
GUARDIAN TITLE AGENCY, LLC
KEYSTONE CLOSING SERVICES LLC
LAKECREST TITLE, LLC
LAND TITLE AND ESCROW, INC.
MARKET STREET SETTLEMENT GROUP LLC
NATIONAL COORDINATION ALLIANCE LLC
NRT SETTLEMENT SERVICES OF MISSOURI LLC
PROCESSING SOLUTIONS LLC
SECURED LAND TRANSFERS LLC
ST. JOE TITLE SERVICES LLC
TEXAS AMERICAN TITLE COMPANY
TITLEONE CORPORATION
TITLEONE EXCHANGE COMPANY
TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC
TITLE RESOURCE GROUP HOLDINGS LLC
TITLE RESOURCE GROUP LLC
TITLE RESOURCE GROUP SERVICES LLC
TRG SETTLEMENT SERVICES, LLP



By: /s/ THOMAS N. RISPOLI    
Name: Thomas N. Rispoli
Title: Chief Financial Officer


Signature Page to Acknowledgment and Confirmation



BETTER HOMES AND GARDENS REAL ESTATE LLC
BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC
CENTURY 21 REAL ESTATE LLC
CGRN, INC.
COLDWELL BANKER LLC
COLDWELL BANKER REAL ESTATE LLC
ERA FRANCHISE SYSTEMS LLC
GLOBAL CLIENT SOLUTIONS LLC
ONCOR INTERNATIONAL LLC
REALOGY FRANCHISE GROUP LLC
REALOGY GLOBAL SERVICES LLC
REALOGY LICENSING LLC
SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC
SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC
ZAPLABS LLC


By: /s/ ANDREW G. NAPURANO    
Name: Andrew G. Napurano
Title: Chief Finance and Strategy Officer


Signature Page to Acknowledgment and Confirmation



ALPHA REFERRAL NETWORK LLC
BURGDORFF LLC
BURNET REALTY LLC
CAREER DEVELOPMENT CENTER, LLC
CB COMMERCIAL NRT PENNSYLVANIA LLC
CDRE TM LLC
CLIMB REAL ESTATE, INC.
COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC
COLDWELL BANKER PACIFIC PROPERTIES LLC
COLDWELL BANKER REAL ESTATE SERVICES LLC
COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY
COLDWELL BANKER RESIDENTIAL BROKERAGE LLC
COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.
COLORADO COMMERCIAL, LLC
CORCORAN GROUP LLC
HFS LLC
HFS.COM CONNECTICUT REAL ESTATE LLC
HFS.COM REAL ESTATE INCORPORATED
HFS.COM REAL ESTATE LLC
HOME REFERRAL NETWORK LLC
JACK GAUGHEN LLC
MARTHA TURNER PROPERTIES, L.P.
MARTHA TURNER SOTHEBY'S INTERNATIONAL REALTY REFERRAL COMPANY LLC
MTPGP, LLC
NRT ARIZONA COMMERCIAL LLC
NRT ARIZONA LLC
NRT ARIZONA REFERRAL LLC
NRT CAROLINAS LLC
NRT CAROLINAS REFERRAL NETWORK LLC
NRT COLORADO LLC
NRT COLUMBUS LLC
NRT COMMERCIAL LLC
NRT DEVELOPMENT ADVISORS LLC
NRT DEVONSHIRE LLC
 
NRT DEVONSHIRE WEST LLC
NRT FLORIDA LLC
NRT HAWAII REFERRAL, LLC
NRT LLC
NRT MID-ATLANTIC LLC
NRT MISSOURI LLC
NRT MISSOURI REFERRAL NETWORK LLC
NRT NEW ENGLAND LLC
NRT NEW YORK LLC
NRT NORTHFORK LLC
NRT PHILADELPHIA LLC
NRT PITTSBURGH LLC
NRT PROPERTY CARE LLC
NRT PROPERTY MANAGEMENT ARIZONA LLC
NRT PROPERTY MANAGEMENT ATLANTA LLC
NRT PROPERTY MANAGEMENT CALIFORNIA, INC.
NRT PROPERTY MANAGEMENT DC LLC
NRT PROPERTY MANAGEMENT DELAWARE LLC
NRT PROPERTY MANAGEMENT FLORIDA LLC
NRT PROPERTY MANAGEMENT ILLINOIS LLC
NRT PROPERTY MANAGEMENT LOUISIANA LLC
NRT PROPERTY MANAGEMENT MARYLAND LLC
NRT PROPERTY MANAGEMENT MINNESOTA LLC
NRT PROPERTY MANAGEMENT NEW JERSEY LLC
NRT PROPERTY MANAGEMENT NORTH CAROLINA LLC
NRT PROPERTY MANAGEMENT OKLAHOMA LLC
NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC
NRT PROPERTY MANAGEMENT SOUTH CAROLINA LLC
NRT PROPERTY MANAGEMENT TEXAS LLC
NRT PROPERTY MANAGEMENT VIRGINIA LLC
(continued)

Signature Page to Acknowledgment and Confirmation



(continued from prior page)
















































 
NRT REFERRAL NETWORK LLC
NRT RELOCATION LLC
NRT RENTAL MANAGEMENT SOLUTIONS LLC
NRT REOEXPERTS LLC
NRT SUNSHINE INC.
NRT TEXAS LLC
NRT UTAH LLC
NRT WEST, INC.
NRT ZIPREALTY LLC
REAL ESTATE REFERRAL LLC
REAL ESTATE REFERRALS LLC
REAL ESTATE SERVICES LLC
REFERRAL ASSOCIATES OF NEW ENGLAND LLC
REFERRAL NETWORK LLC
REFERRAL NETWORK PLUS, INC.
REFERRAL NETWORK, LLC
SOTHEBY'S INTERNATIONAL REALTY REFERRAL COMPANY, LLC
SOTHEBY'S INTERNATIONAL REALTY, INC.
THE SUNSHINE GROUP, LTD.


By: /s/ ROGER FAVANO    
Name: Roger Favano
Title: Chief Financial Officer


Signature Page to Acknowledgment and Confirmation



Schedule 2.01
JPMORGAN CHASE BANK, N.A
$96,500,000.00
BARCLAYS BANK PLC
$96,500,000.00
SUNTRUST BANK
$96,500,000.00
GOLDMAN SACHS BANK USA
$96,500,000.00
CAPITAL ONE, N.A
$96,500,000.00
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
$96,500,000.00
CITIZENS BANK, N.A
$96,500,000.00
BANK OF AMERICA, N.A.
$96,500,000.00
BANK OF MONTREAL
$84,000,000.00
TD SECURITIES
$65,000,000.00
THE BANK OF NOVA SCOTIA
$65,000,000.00
SANTANDER BANK, N.A
$65,000,000.00
WELLS FARGO BANK, N.A
$65,000,000.00
CREDIT SUISSE AG, CAYMAN ISLANDS BR
$65,000,000.00
PEOPLE'S UNITED BANK, N.A
$32,500,000.00
COMERICA BANK
$32,500,000.00
BBVA
$32,500,000.00
FIFTH THIRD BANK
$32,500,000.00
SIGNATURE BANK
$25,100,000.00
CREDIT INDUSTRIEL ET COMMERCIAL, NY BR
$10,000,000.00
TEXAS CAPITAL BANK, N.A
$9,250,000.00
WEBSTER BANK, N.A
$9,250,000.00
STIFEL BANK & TRUST
$9,250,000.00
FLUSHING BANK
$9,250,000.00
CHANG HWA COMMERCIAL BANK LTD, NY BR
$6,000,000.00
LIBERTY BANK
$6,000,000.00
TRISTATE CAPITAL BANK
$4,900,000.00



Exhibit
Exhibit 10.3

EXECUTION VERSION

SECOND AMENDMENT
SECOND AMENDMENT, dated as of February 8, 2018 (this “Amendment”), to the Term Loan Agreement, dated as of October 23, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested that the outstanding Term A Loans and Term A-1 Loans be refinanced with a new term facility (the “Amended Term Loan Facility”) in accordance with Section 10.08(e) of the Credit Agreement by obtaining Extended 2023 Term Loan Commitments (as defined in Section 3 of this Amendment) and having the Existing Term Loans (as defined below) be continued as provided herein;

WHEREAS, JPMorgan Chase Bank, N.A. is the lead arranger and bookrunner for the Amended Term Loan Facility (in such capacity, the “Lead Arranger”), and Barclays Bank PLC, Suntrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, Capital One, N.A., Credit Agricole Corporate and Investment Bank, Citizens Bank, N.A., Bank of America, N.A., BMO Capital Markets Corp.TD Securities, the Bank of Nova Scotia, Santander Bank, N.A., Wells Fargo Bank, National Association and Credit Suisse Securities (USA) LLC are the joint lead arrangers and joint bookrunners for the Amended Term Loan Facility;

WHEREAS, the loans under the Amended Term Loan Facility (the “Extended 2023 Term Loans”) will replace and refinance the currently outstanding Existing Term Loans;

WHEREAS, except as otherwise provided herein, the Extended 2023 Term Loans will have the same terms as the Existing Term Loans currently outstanding under the Credit Agreement;

WHEREAS, each existing Term Lender that executes and delivers a Lender Addendum (Cashless Roll) attached hereto (a “Lender Addendum (Cashless Roll)”) and in connection therewith agrees to continue all of its outstanding Existing Term Loans as Extended 2023 Term Loans (such continued Existing Term Loans, the “Continued Term Loans”, and such Lenders, collectively, the “Continuing Term Lenders”) will thereby (i) agree to the terms of this Amendment and (ii) agree to continue all of its outstanding Term A Loans and Term A-1 Loans (collectively, the “Existing Term Loans”, and the Lenders of such Existing Term Loans, collectively, the “Existing Term Lenders”) outstanding on the Second Amendment Effective Date (as defined below) as Extended 2023 Term Loans in a principal amount equal to the aggregate principal amount of such Existing Term Loans so continued (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Second Amendment Effective Date);

WHEREAS, subject to the preceding recitals, each Person (other than a Continuing Term Lender in its capacity as such) that executes and delivers a Lender Addendum (Additional Term Lender) attached hereto (a “Lender Addendum (Additional Term Lender)” and, together with a Lender Addendum


11154960.06A-NYCSR04A - MSW



(Cashless Roll), a “Lender Addendum”)) and agrees in connection therewith to make Extended 2023 Term Loans (collectively, the “Additional Term Lenders”) will thereby (i) agree to the terms of this Amendment and (ii) commit to make Extended 2023 Term Loans to the Borrower on the Second Amendment Effective Date (the “Additional Term Loans”) in such amount (not in excess of any such commitment) as is determined by the Administrative Agent and notified to such Additional Term Lender;

WHEREAS, the proceeds of the Additional Term Loans will be used by the Borrower to repay in full the outstanding principal amount of the Existing Term Loans that are not continued as Extended 2023 Term Loans by the Continuing Term Lenders;

WHEREAS, the Continuing Term Lenders and the Additional Term Lenders (collectively, the “Extended 2023 Term Lenders”) are severally willing to continue their Existing Term Loans as Extended 2023 Term Loans and/or to make Extended 2023 Term Loans, as the case may be, subject to the terms and conditions set forth in this Amendment;

WHEREAS, Section 10.08(e) of the Credit Agreement permits the Borrower to amend the Credit Agreement, with the written consent of the Administrative Agent and the Extended 2023 Term Lenders, to refinance the Existing Term Loans with the proceeds of the Amended Term Loan Facility, which constitute Replacement Term Loans under the Credit Agreement;

WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower wishes to obtain Incremental Term Loan Commitments (as defined in the Credit Agreement);

WHEREAS, Section 2.20 of the Credit Agreement permits the Borrower to amend the Credit Agreement, with the consent of the Administrative Agent and the Incremental Term Lenders (as defined in the Credit Agreement), to include Incremental Term Loan Commitments; and

WHEREAS, the Borrower, the Extended 2023 Term Lenders, the Incremental Term Lenders and the Administrative Agent are willing to agree to this Amendment on the terms set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1.Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
SECTION 2.    The Credit Agreement is, effective as of the Second Amendment Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. As of the Second Amendment Effective Date, Schedule 2.01 of the Credit Agreement is hereby amended and restated in its entirety by Schedule 2.01 of this Amendment.
SECTION 3.    Extended 2023 Term Loans.
(a)    Subject to the terms and conditions set forth herein (i) each Continuing Term Lender agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior

2



to the Second Amendment Effective Date) of its Existing Term Loans as an Extended 2023 Term Loan on the Second Amendment Effective Date in a principal amount equal to such Continuing Term Lender’s Extended 2023 Term Loan Commitment (as defined below) and (ii) each Additional Term Lender agrees to make an Extended 2023 Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s Extended 2023 Term Loan Commitment. For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and an Extended 2023 Term Lender as of the Second Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Second Amendment Effective Date, a Lender Addendum (Additional Term Lender) in its capacity as an Extended 2023 Term Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by the Lead Arranger.
(b)     Each Additional Term Lender will make its Extended 2023 Term Loan on the Second Amendment Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.06 of the Credit Agreement, an amount equal to its Extended 2023 Term Loan Commitment. The “Extended 2023 Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Second Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Second Amendment Effective Date), which shall be continued as an equal amount of Extended 2023 Term Loans, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Second Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its Extended 2023 Term Loan. The Extended 2023 Term Loans may from time to time be ABR Loans or Eurocurrency Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Sections 2.02 and 2.03 of the Credit Agreement. The Lenders having Existing Term Loans that are prepaid in connection with the making of the Extended 2023 Term Loans shall be entitled to the benefits of Section 2.16 of the Credit Agreement with respect thereto. The Continuing Term Lenders hereby waive the benefits of Section 2.16 of the Credit Agreement with respect thereto.
(c)    The obligation of each Extended 2023 Term Lender to make or acquire by continuation Extended 2023 Term Loans on the Second Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 5 of this Amendment.
(d)    On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “Initial Term A Loans” and “Term A Loans” shall be deemed a reference to the Extended 2023 Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender’s Existing Term Loans to the same extent expressly set forth therein.
(e)    The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by the Lead Arranger, including by repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of Extended 2023 Term Loans in the same amount.

3



(f)    For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Lead Arranger, any Lender with Existing Term Loans that are prepaid as contemplated hereby shall, automatically upon receipt of the amount necessary to purchase such Lender’s Existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Assumption and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive the notice requirements of Sections 2.10(d) and 2.11(a) of the Credit Agreement in connection with the prepayment or replacement of Existing Term Loans contemplated hereby.
SECTION 4.    Incremental Term Loan Commitments.
(a)    The Borrower has requested $16,812,500.00 of Incremental Term Loan Commitments and that the date on which such Incremental Term Loan Commitments become effective be the Second Amendment Effective Date, and each Extended 2023 Term Lender has severally agreed to provide an Incremental Term Loan Commitment in the amount equal to the excess of the amount set forth opposite such Extended 2023 Term Lender on Schedule 2.01 hereto over its Existing Term Loans.
(b)    On the Second Amendment Effective Date immediately following the effectiveness of the amendments set forth in Section 2 above, this Amendment shall constitute an “Incremental Assumption Agreement” pursuant to Section 2.20 of the Credit Agreement, the Incremental Term Loan Commitments referred to in Section 4(a) above shall constitute additional “Commitments” and any loans made pursuant to such Incremental Term Loan Commitments shall constitute “Term A Loans” under the Credit Agreement as set forth in this Section 4.
(c)    The Incremental Term Loan Commitments shall have the same terms and conditions as those of the existing Commitments existing immediately prior to the Second Amendment Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit Agreement as amended by this Amendment.
(d)    Following the Second Amendment Effective Date, the Incremental Term Loan Commitments referred to in Section 4(a) shall be Extended 2023 Term Loan Commitments and all Term A Loans shall be made in accordance with the aggregate Commitments of the Term Lenders after giving effect to the Incremental Term Loan Commitments contemplated hereby. Pursuant to Section 2.20(d) of the Credit Agreement, the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans are in the form of additional Term A Loans, including the Incremental Term Loans made in respect of the Incremental Term Loan Commitments contemplated hereby, when originally made, are included in each Borrowing of outstanding Term A Loans on a pro rata basis.
SECTION 5.    Effectiveness. This Amendment (including the Incremental Term Loan Commitments provided herein) shall become effective as of the date (the “Second Amendment Effective Date”) on which the following conditions have been satisfied:
(a)    The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature of the Borrower, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and each Incremental Term Lender and (iii) Lender Addenda, executed and delivered by the Continuing Term Lenders and the Additional Term Lenders.

4



(b)    The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party.
(c)    The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Second Amendment Effective Date.
(d)    To the extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP) in connection with this Amendment and any other reasonable out-of- pocket expenses required to be reimbursed or paid by the Loan Parties under the Credit Agreement or under any Loan Document.
(e)    No Event of Default or Default shall have occurred and be continuing.
(f)    The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to the Extended 2023 Term Loans, the representations and warranties set forth in the Loan Documents, as amended by this Amendment, are true and correct in all material respects on and as of the Second Amendment Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Second Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (ii) no Default or Event of Default has occurred and is continuing on the Second Amendment Effective Date after giving effect to this Amendment and the Extended 2023 Term Loans.
(g)    The Administrative Agent shall have received, on behalf of itself and the Lenders on the Second Amendment Effective Date (after giving effect hereto), a favorable written opinion of (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit Agreement, in each case (A) dated the Second Amendment Effective Date, (B) addressed to the Administrative Agent, the Extended 2023 Term Lenders and the Incremental Term Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Amendment and the other Loan Documents as the Administrative Agent shall reasonably request.
(h)    The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below:
(i)    a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party;

5



(ii)    a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Second Amendment Effective Date and certifying:
(A)    that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Second Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below,
(B)    that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Second Amendment Effective Date,
(C)    that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and
(D)    as to the incumbency and specimen signature of each officer executing any Loan Document (including the Acknowledgment and Confirmation in the form of Annex I hereto) or any other document delivered in connection herewith on behalf of such Loan Party; and
(iii)     a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.
(i)    The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower.
(j)    The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof.
Notwithstanding any other provisions of this Amendment to the contrary, the Administrative Agent may appoint a fronting lender to act as the sole Additional Term Lender or sole Incremental Term Lender for purposes of facilitating funding on the Second Amendment Effective Date. Accordingly, any Lender Addendum (Additional Term Lender) submitted by or on behalf of an Additional Term Lender other than such fronting lender will be deemed ineffective unless accepted by the Lead Arranger in its sole discretion.


6



SECTION 6.    Representations and Warranties. The Borrower represents and warrants to each of the Lenders and the Administrative Agent that as of the Second Amendment Effective Date:
6.1.     This Amendment has been duly authorized, executed and delivered by it and this Amendment and the Credit Agreement, as amended hereby, constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
6.2.     Each of the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Second Amendment Effective Date with the same effect as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Second Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects.
SECTION 7.    Effect of Amendment.
7.1.     Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
7.2.     On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment and the Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
7.3.    Except as expressly provided herein or in the Credit Agreement, the Amended Term Loan Facility shall be subject to the terms and provisions of the Credit Agreement and the other Loan Documents.
SECTION 8.    General.
8.1.     GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
8.2.     Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable

7



fees, charges and disbursements of Simpson Thacher & Bartlett LLP, primary counsel for the Administrative Agent.
8.3.     Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.
8.4.    Headings. The headings of this Amendment are used for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
8.5.    FATCA Grandfathered Status. Solely for purposes of determining withholding Taxes under FATCA, from and after the Second Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Extended 2023 Term Lenders hereby authorize the Administrative Agent to treat) the Extended 2023 Term Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
[remainder of page intentionally left blank]

8


    

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.
REALOGY GROUP LLC, as Borrower
By:
/s/ ANTHONY E. HULL
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer
REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings
By:
/s/ ANTHONY E. HULL
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer

 

Signature Page to Amendment



JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:
/s/ CHIARA CARTER
Name: Chiara Carter
Title: Executive Director


Signature Page to Amendment



JPMORGAN CHASE BANK, N.A.,
as an Incremental Term Lender


By:
/s/ CHIARA CARTER
Name: Chiara Carter
Title: Executive Director

Signature Page to Amendment



BARCLAYS BANK PLC,
as an Incremental Term Lender


By:
/s/ CHRIS WALTON
Name: Chris Walton
Title: Director



Signature Page to Amendment



SunTrust Bank,
as an Incremental Term Lender


By:
/s/ JOHNETTA BUSH
Name: Johnetta Bush
Title: Director



Signature Page to Amendment



GOLDMAN SACHS BANK USA,
as an Incremental Term Lender


By:
/s/ ANNIE CARR
Name: Annie Carr
Title: Authorized Signatory



Signature Page to Amendment



Capital One, N.A.,
as an Incremental Term Lender


By:
/s/ ANDREW CRAIN
Name: Andrew Crain
Title: Duly Authorized Signatory


Signature Page to Amendment



Credit Agricole Corporate and Investment Bank,
as an Incremental Term Lender


By:
/s/     
Name:
Title:
By:
/s/ BRAD MATTHEWS     
Name: Brad Matthews
Title: Director


Signature Page to Amendment



Citizens Bank, N.A.
as an Incremental Term Lender


By:
/s/ DONALD A. WRIGHT    
Name: Donald A. Wright
Title: SVP




Signature Page to Amendment



Bank of America, N.A.,
as an Incremental Term Lender


By:
/s/ SUZANNE E. PICKETT    
Name: Suzanne E. Pickett
Title: Vice President


Signature Page to Amendment



Bank of Montreal,
as an Incremental Term Lender


By:
/s/ SEAN BALL    
Name: Sean Ball
Title: Director


Signature Page to Amendment



The Toronto-Dominion Bank, New York Branch,
as an Incremental Term Lender


By:
/s/ SAVO BOZIC    
Name: Savo Bozic
Title: Authorized Signatory



Signature Page to Amendment




THE BANK OF NOVA SCOTIA, as an Incremental Term Lender


By:
/s/ TIMOTHY MAHER    
Name: Timothy Maher
Title: Senior Vice President


Signature Page to Amendment




Santander Bank, N.A.,
as an Incremental Term Lender


By:
/s/ MICHAEL GRAD    
Name: Michael Grad
Title: Director





Signature Page to Amendment




WELLS FARGO BANK, N.A.,
as an Incremental Term Lender


By:
/s/ MICHAEL T. O'BRIEN    
Name: Michael T O'Brien
Title: Managing Director


Signature Page to Amendment



CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as an Incremental Term Lender


By:
/s/ CHRISTOPHER DAY    
Name: Christopher Day
Title: Authorized Signatory
By:
/s/ STEFAN HUMMEL    
Name: Stefan Hummel
Title: Authorized Signatory


Signature Page to Amendment



PEOPLE'S UNITED BANK, NATIONAL ASSOCIATION,
as an Incremental Term Lender


By:
/s/ JAMES RILEY    
Name: James Riley
Title: Senior Vice President


Signature Page to Amendment



Comerica Bank
as an Incremental Term Lender


By:
/s/ THOMAS M HICKS    
Name: Thomas M Hicks
Title: Vice President


Signature Page to Amendment




COMPASS BANK D/B/A BBVA COMPASS
as an Incremental Term Lender


By:
/s/ RAJ NAMBIAR    
Name: Raj Nambiar
Title: Sr. Vice President


Signature Page to Amendment



Fifth Third Bank,
as an Incremental Term Lender


By:
/s/ VALERIE SCHANZER    
Name: Valerie Schanzer
Title: Managing Director


Signature Page to Amendment



Signature Bank,
as an Incremental Term Lender


By:
/s/ RICHARD OHL    
Name: Richard Ohl
Title: Vice President, Sr. Lender


Signature Page to Amendment



Crédit Industriel et Commercial, New York Branch,
as an Incremental Term Lender


By:
/s/ CLIFFORD ABRAMSKY    
Name: Clifford Abramsky
Title: Managing Director
By:
/s/ GARRY WEISS    
Name: Garry Weiss
Title: Managing Director


Signature Page to Amendment



Texas Capital Bank, N.A.,
as an Incremental Term Lender


By:
/s/ CHRIS WHEELER    
Name: Chris Wheeler
Title: Executive Vice President


Signature Page to Amendment



WEBSTER BANK, NATIONAL ASSOCIATION,
as an Incremental Term Lender


By:
/s/ STEVEN W. COLLINS    
Name: Steven W. Collins
Title: Vice President


Signature Page to Amendment



STIFEL BANK & TRUST,
as an Incremental Term Lender


By:
/s/ MATTHEW L. DIEHL    
Name: Matthew L. Diehl
Title: Senior Vice President


Signature Page to Amendment



Flushing Bank,
as an Incremental Term Lender


By:
/s/ DAHIANARA VILLACRES    
Name: Dahianara Villacres
Title: AVP, Credit Relationship Mgr.


Signature Page to Amendment



CHANG HWA COMMERCIAL BANK LTD.,
as an Incremental Term Lender


By:
/s/ JERRY LIU    
Name: Jerry Liu
Title: A.V.P & A.G.M.


Signature Page to Amendment



Liberty Bank,
as an Incremental Term Lender


By:
/s/ CARLA BALESANO    
Name: Carla Balesano
Title: Senior Vice President


Signature Page to Amendment



TriState Capital Bank,
as an Incremental Term Lender


By:
/s/ ELLEN FRANK    
Name: Ellen Frank
Title: Senior Vice President













Signature Page to Amendment



Annex I

ACKNOWLEDGMENT AND CONFIRMATION
(a)    Reference is made to the SECOND AMENDMENT, dated as of February 8, 2018 (the “Amendment”; capitalized terms used herein without definition shall have the meanings therein), to the TERM LOAN AGREEMENT, dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.
(b)    The Credit Agreement is being amended and the Borrower is obtaining Extended 2023 Term Loans to replace the Existing Term Loans pursuant to the Amendment as set forth therein (the “Amended Credit Agreement”). Each of the parties hereto hereby agrees, with respect to each Loan Document to which it is a party:
(i)    all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of the Amendment; and
(ii)    all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Amended Credit Agreement and related guarantees.
(c)    This Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement).
(d)    THIS ACKNOWLEDGMENT AND CONFIRMATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(e)    This Acknowledgment and Confirmation may be executed by one or more of the parties to this Acknowledgment and Confirmation on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Acknowledgment and Confirmation by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.



Signature Page to Amendment



IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgment and Confirmation to be duly executed and delivered as of the date first written above.
REALOGY GROUP, LLC
By:    /s/ ANTHONY HULL            
    Name: Anthony E. Hull
    Title: Executive Vice President and Treasurer

REALOGY INTERMEDIATE HOLDINGS LLC
By:    /s/ ANTHONY HULL            
    Name: Anthony E. Hull
    Title: Executive Vice President and Treasurer

Signature Page to Acknowledgment and Confirmation



SUBSIDIARY GUARANTORS:
CASTLE EDGE INSURANCE AGENCY, INC.
REALOGY OPERATIONS LLC
REALOGY SERVICES GROUP LLC
REALOGY SERVICES VENTURE PARTNER LLC


By: /s/ ANTHONY HULL        
Name: Anthony E. Hull
Title: Chief Financial Officer



CARTUS CORPORATION
MID-ATLANTIC SETTLEMENT SERVICES LLC
TRG MARYLAND HOLDINGS LLC
NRT QUEENS LLC
ON COLLABORATIVE, INC.
ON COLLABORATIVE LLC
SOTHEBY’S INTERNATIONAL REALTY GLOBAL
DEVELOPMENT ADVISORS LLC
SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY INC.
NRT PROPERTY MANAGEMENT COLORADO LLC
NRT PROPERTY MANAGEMENT HAWAII LLC
NRT PROPERTY MANAGEMENT NEVADA LLC
NRT PROPERTY MANAGEMENT OHIO LLC
NRT PROPERTY MANAGEMENT TENNESSEE LLC
NRT PROPERTY MANAGEMENT UTAH LLC
NRT VACATION RENTALS ARIZONA LLC
NRT VACATION RENTALS DELAWARE LLC
NRT VACATION RENTALS FLORIDA LLC
NRT VACATION RENTALS MARYLAND LLC
NRT VACATION RENTALS CALIFORNIA, INC.
TITLE RESOURCE GROUP SETTLEMENT SERVICES, LLC

By: /s/ ANTHONY HULL        
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer

TRG VENTURE PARTNER LLC

By: /s/ ANTHONY HULL        
Name: Anthony E. Hull
Title: Executive Vice President, Chief Financial Officer and Treasurer


Signature Page to Acknowledgment and Confirmation



AMERICAN TITLE COMPANY OF HOUSTON
BURNET TITLE HOLDING LLC
BURNET TITLE LLC
CASE TITLE COMPANY
CORNERSTONE TITLE COMPANY
EQUITY TITLE COMPANY
EQUITY TITLE MESSENGER SERVICE HOLDING LLC
GUARDIAN HOLDING COMPANY
GUARDIAN TITLE AGENCY, LLC
KEYSTONE CLOSING SERVICES LLC
LAKECREST TITLE, LLC
LAND TITLE AND ESCROW, INC.
MARKET STREET SETTLEMENT GROUP LLC
NATIONAL COORDINATION ALLIANCE LLC
NRT SETTLEMENT SERVICES OF MISSOURI LLC
PROCESSING SOLUTIONS LLC
SECURED LAND TRANSFERS LLC
ST. JOE TITLE SERVICES LLC
TEXAS AMERICAN TITLE COMPANY
TITLEONE CORPORATION
TITLEONE EXCHANGE COMPANY
TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC
TITLE RESOURCE GROUP HOLDINGS LLC
TITLE RESOURCE GROUP LLC
TITLE RESOURCE GROUP SERVICES LLC
TRG SETTLEMENT SERVICES, LLP



By: /s/ THOMAS N. RISPOLI        
Name: Thomas N. Rispoli
Title: Chief Financial Officer


Signature Page to Acknowledgment and Confirmation



BETTER HOMES AND GARDENS REAL ESTATE LLC
BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC
CENTURY 21 REAL ESTATE LLC
CGRN, INC.
COLDWELL BANKER LLC
COLDWELL BANKER REAL ESTATE LLC
ERA FRANCHISE SYSTEMS LLC
GLOBAL CLIENT SOLUTIONS LLC
ONCOR INTERNATIONAL LLC
REALOGY FRANCHISE GROUP LLC
REALOGY GLOBAL SERVICES LLC
REALOGY LICENSING LLC
SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC
SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC
ZAPLABS LLC


By: /s/ ANDREW G. NAPURANO    
Name: Andrew G. Napurano
Title: Chief Finance and Strategy Officer


Signature Page to Acknowledgment and Confirmation



ALPHA REFERRAL NETWORK LLC
BURGDORFF LLC
BURNET REALTY LLC
CAREER DEVELOPMENT CENTER, LLC
CB COMMERCIAL NRT PENNSYLVANIA LLC
CDRE TM LLC
CLIMB REAL ESTATE, INC.
COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC
COLDWELL BANKER PACIFIC PROPERTIES LLC
COLDWELL BANKER REAL ESTATE SERVICES LLC
COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY
COLDWELL BANKER RESIDENTIAL BROKERAGE LLC
COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.
COLORADO COMMERCIAL, LLC
CORCORAN GROUP LLC
HFS LLC
HFS.COM CONNECTICUT REAL ESTATE LLC
HFS.COM REAL ESTATE INCORPORATED
HFS.COM REAL ESTATE LLC
HOME REFERRAL NETWORK LLC
JACK GAUGHEN LLC
MARTHA TURNER PROPERTIES, L.P.
MARTHA TURNER SOTHEBY'S INTERNATIONAL REALTY REFERRAL COMPANY LLC
MTPGP, LLC
NRT ARIZONA COMMERCIAL LLC
NRT ARIZONA LLC
NRT ARIZONA REFERRAL LLC
NRT CAROLINAS LLC
NRT CAROLINAS REFERRAL NETWORK LLC
NRT COLORADO LLC
NRT COLUMBUS LLC
NRT COMMERCIAL LLC
NRT DEVELOPMENT ADVISORS LLC
NRT DEVONSHIRE LLC
 
NRT DEVONSHIRE WEST LLC
NRT FLORIDA LLC
NRT HAWAII REFERRAL, LLC
NRT LLC
NRT MID-ATLANTIC LLC
NRT MISSOURI LLC
NRT MISSOURI REFERRAL NETWORK LLC
NRT NEW ENGLAND LLC
NRT NEW YORK LLC
NRT NORTHFORK LLC
NRT PHILADELPHIA LLC
NRT PITTSBURGH LLC
NRT PROPERTY CARE LLC
NRT PROPERTY MANAGEMENT ARIZONA LLC
NRT PROPERTY MANAGEMENT ATLANTA LLC
NRT PROPERTY MANAGEMENT CALIFORNIA, INC.
NRT PROPERTY MANAGEMENT DC LLC
NRT PROPERTY MANAGEMENT DELAWARE LLC
NRT PROPERTY MANAGEMENT FLORIDA LLC
NRT PROPERTY MANAGEMENT ILLINOIS LLC
NRT PROPERTY MANAGEMENT LOUISIANA LLC
NRT PROPERTY MANAGEMENT MARYLAND LLC
NRT PROPERTY MANAGEMENT MINNESOTA LLC
NRT PROPERTY MANAGEMENT NEW JERSEY LLC
NRT PROPERTY MANAGEMENT NORTH CAROLINA LLC
NRT PROPERTY MANAGEMENT OKLAHOMA LLC
NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC
NRT PROPERTY MANAGEMENT SOUTH CAROLINA LLC
NRT PROPERTY MANAGEMENT TEXAS LLC
NRT PROPERTY MANAGEMENT VIRGINIA LLC
NRT REFERRAL NETWORK LLC
NRT RELOCATION LLC

Signature Page to Acknowledgment and Confirmation



NRT RENTAL MANAGEMENT SOLUTIONS LLC
NRT REOEXPERTS LLC
NRT SUNSHINE INC.
NRT TEXAS LLC
NRT UTAH LLC
(continued)
(continued from prior page)

NRT WEST, INC.
NRT ZIPREALTY LLC
REAL ESTATE REFERRAL LLC
REAL ESTATE REFERRALS LLC
REAL ESTATE SERVICES LLC
REFERRAL ASSOCIATES OF NEW ENGLAND LLC
REFERRAL NETWORK LLC
REFERRAL NETWORK PLUS, INC.
REFERRAL NETWORK, LLC
SOTHEBY'S INTERNATIONAL REALTY REFERRAL COMPANY, LLC
SOTHEBY'S INTERNATIONAL REALTY, INC.
THE SUNSHINE GROUP, LTD.


By: /s/ ROGER FAVANO    
Name: Roger Favano
Title: Chief Financial Officer


Signature Page to Acknowledgment and Confirmation



Schedule 2.01

JPMORGAN CHASE BANK, N.A

$54,000,000.00

BARCLAYS BANK PLC

$54,000,000.00

SUNTRUST BANK

$54,000,000.00

GOLDMAN SACHS BANK USA

$54,000,000.00

CAPITAL ONE, N.A

$54,000,000.00

CREDIT AGRICOLE CORPORATE & INVESTMENT BANK

$54,000,000.00

CITIZENS BANK, N.A

$54,000,000.00

BANK OF AMERICA, N.A.

$54,000,000.00

BANK OF MONTREAL

$45,000,000.00

TD SECURITIES

$37,800,000.00

THE BANK OF NOVA SCOTIA

$37,600,000.00

SANTANDER BANK, N.A

$35,000,000.00

WELLS FARGO BANK, N.A

$30,000,000.00

CREDIT SUISSE AG, CAYMAN ISLANDS BR

$10,000,000.00

PEOPLE'S UNITED BANK, N.A

$17,000,000.00

COMERICA BANK

$17,000,000.00

BBVA

$17,000,000.00

FIFTH THIRD BANK

$17,000,000.00

SIGNATURE BANK

$14,000,000.00

CREDIT INDUSTRIEL ET COMMERCIAL, NY BR

$10,000,000.00

TEXAS CAPITAL BANK, N.A

$5,250,000.00

WEBSTER BANK, N.A

$5,250,000.00

STIFEL BANK & TRUST

$5,250,000.00

FLUSHING BANK

$5,250,000.00

CHANG HWA COMMERCIAL BANK LTD, NY BR

$3,500,000.00

LIBERTY BANK

$3,500,000.00

TRISTATE CAPITAL BANK

$2,600,000.00















LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
JPMORGAN CHASE BANK, N.A.

 
Executing as an Additional Term Lender:

   By:
      /s/ CHIARA CARTER
      Name: Chiara Carter
      Title: Executive Director

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 




LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
BARCLAYS BANK PLC

 
Executing as an Additional Term Lender:

   By:
      /s/ CHRIS WALTON
      Name: Chris Walton
      Title: Director

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
SunTrust Bank

 
Executing as an Additional Term Lender:

   By:
      /s/ JOHNETTA BUSH
      Name: Johnetta Bush
      Title: Director

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
GOLDMAN SACHS BANKS USA

 
Executing as an Additional Term Lender:

   By:
      /s/ ANNIE CARR
      Name: Annie Carr
      Title: Authorized Signatory

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 




LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
CapitalOne, N.A.

 
Executing as an Additional Term Lender:

   By:
      /s/ ANDREW CRAIN
      Name: Andrew Crain
      Title: Authorized Signatory

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Credit Agricole Corporate and Investment Bank

 
Executing as an Additional Term Lender:

   By:
      /s/ MICHAEL MADNICK
      Name: Michael Madnick
      Title: Managing Director

For any institution requiring a second signature line:

   By:
      /s/ GORDON YIP
      Name: Gordon Yip
      Title: Director

 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
CITIZENS BANK, N.A.

 
Executing as an Additional Term Lender:

   By:
      /s/ DONALD A. WRIGHT
      Name: Donald A. Wright
      Title: SVP

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Bank of America, N.A.

 
Executing as an Additional Term Lender:

   By:
      /s/ SUZANNE E. PICKETT
      Name: Suzanne E. Pickett
      Title: Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Bank of Montreal

 
Executing as an Additional Term Lender:

   By:
      /s/ SEAN BALL 
      Name: Sean Ball
      Title: Director

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
The Toronto-Dominion Bank, New York Branch

 
Executing as an Additional Term Lender:

   By:
      /s/ SAVO BOZIC
      Name: Savo Bozic
      Title: Authorized Signatory

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
THE BANK OF NOVA SCOTIA

 
Executing as an Additional Term Lender:

   By:
      /s/ MICHAEL GRAD 
      Name: Michael Grad
      Title: Director

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Santander Bank, N.A.

 
Executing as an Additional Term Lender:

   By:
      /s/ TIMOTHY MAHER 
      Name: Timothy Maher
      Title: Senior Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
WELLS FARGO BANK, N.A.

 
Executing as an Additional Term Lender:

   By:
      /s/ MICHAEL T. O'BRIEN 
      Name: Michael T. O'Brien
      Title: Managing Director

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

 
Executing as an Additional Term Lender:

   By:
      /s/ CHRISTOPHER DAY 
      Name: Christopher Day
      Title: Authorized Signatory

For any institution requiring a second signature line:

   By:
      /s/ STEFAN HUMMEL 
      Name: Stefan Hummel
      Title: Authorized Signatory
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
PEOPLE'S UNITED BANK, NATIONAL ASSOCIATION

 
Executing as an Additional Term Lender:

   By:
      /s/ JAMES RILEY 
      Name: James Riley
      Title: Senior Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Comerica Bank

 
Executing as an Additional Term Lender:

   By:
      /s/ THOMAS M. HICKS 
      Name: Thomas M. Hicks
      Title: Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
COMPASS BANK D/B/A BBVA COMPASS

 
Executing as an Additional Term Lender:

   By:
      /s/ RAJ NAMBIAR 
      Name: Raj Nambiar
      Title: Sr. Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Fifth Third Bank

 
Executing as an Additional Term Lender:

   By:
      /s/ VALERIE SCHANZER 
      Name: Valerie Schanzer
      Title: Managing Director

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Signature Bank

 
Executing as an Additional Term Lender:

   By:
      /s/ RICHARD OHL 
      Name: Richard Ohl
      Title: Vice President, Sr. Lender

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Crédit Industriel et Commercial, New York Business

 
Executing as an Additional Term Lender:

   By:
      /s/ CLIFFORD ABRAMSKY
      Name: Clifford Abramsky
      Title: Managing Director

For any institution requiring a second signature line:

   By:
      /s/ GARRY WEISS
      Name: Garry Weiss
      Title: Managing Director
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Texas Capital Bank, N.A.

 
Executing as an Additional Term Lender:

   By:
      /s/ CHRIS WHEELER 
      Name: Chris Wheeler
      Title: Executive Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
WEBSTER BANK, NATIONAL ASSOCIATION

 
Executing as an Additional Term Lender:

   By:
      /s/ STEVEN W. COLLINS 
      Name: Steven W. Collins
      Title: Vice President

For any institution requiring a second signature line:

   By:
      ____________N/A_______________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
STIFEL BANK & TRUST

 
Executing as an Additional Term Lender:

   By:
      /s/ MATTHEW L. DIEHL  
      Name: Matthew L. Diehl
      Title: Senior Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
FLUSHING BANK

 
Executing as an Additional Term Lender:

   By:
      /s/ DAHIANARA VILLACRES 
      Name: Dahianara Villacres
      Title: AVP, Credit Relationship Mgr.

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
CHANG HWA COMMERCIAL BANK LTD., NEW YORK BRANCH

 
Executing as an Additional Term Lender:

   By:
      /s/ JERRY LIU 
      Name: Jerry Liu
      Title: A.V.P. & A.G.M

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
Liberty Bank

 
Executing as an Additional Term Lender:

   By:
      /s/ CARLA BALESANO 
      Name: Carla Balesano
      Title: Senior Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 



LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Extended 2023 Term Loans on the Second Amendment Effective Date in the amount of such Additional Term Lender’s Extended 2023 Term Loan Commitment and (C) that on the Second Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.

Name of Institution:
TriState Capital Bank

 
Executing as an Additional Term Lender:

   By:
      /s/ ELLEN FRANK 
      Name: Ellen Frank
      Title: Senior Vice President

For any institution requiring a second signature line:

   By:
      ___________________________________
      Name:
      Title:
 




LENDER ADDENDUM (CASHLESS ROLL) TO THE
AMENDMENT OF THE
TERM LOAN AGREEMENT
DATED AS OF OCTOBER 23, 2015

This Lender Addendum (Cashless Roll) (this “Lender Addendum”) is referred to in, and is a signature page to, the Second Amendment (the “Amendment”) to the Term Loan Agreement dated as of October 23, 2015 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as a Continuing Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby and (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to continue its Existing Term Loans as Extended 2023 Term Loans pursuant to a cashless roll on the Second Amendment Effective Date in the amount of its Extended 2023 Term Loan Commitment.
Name of Institution:
 

Executing as a Continuing Term Lender:

   By:
      _____________________________
      Name:
      Title:

For any institution requiring a second signature line:

   By:
      _____________________________
      Name:
      Title:














EXECUTION VERSION
Exhibit A



$790,000,000750,000,000
TERM LOAN AGREEMENT
Dated as of October 23, 2015,
Among
REALOGY INTERMEDIATE HOLDINGS LLC,
REALOGY GROUP LLC,
as Borrower,
THE LENDERS PARTY HERETO,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,
_________________
J.P. MORGAN SECURITIES LLC,
JPMORGAN CHASE BANK, N.A.,
BARCLAYS BANK PLC,
BMO CAPITAL MARKETS CORP.,
CITIGROUP GLOBAL MARKETSSUNTRUST ROBINSON HUMPHREY, INC.,
GOLDMAN SACHS BANK USA,
CAPITAL ONE N.A.,
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
GOLDMAN SACHS BANK USA
and
SUNTRUST ROBINSON HUMPHREY, INC.,
as Joint Lead Arrangers and Joint Bookrunners for the Initial Term A Loans
JPMORGAN CHASECITIZENS BANK, N.A.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
BANK OF AMERICA, N.A.
BMO CAPITAL MARKETS CORP.,
TD SECURITIES,
BARCLAYSTHE BANK PLCOF NOVA SCOTIA,
CITIZENSSANTANDER BANK, N.A.,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
and
CREDIT SUISSE SECURITIES (USA) LLC,
GOLDMAN SACHS BANK USA
and
SUNTRUST ROBINSON HUMPHREY, INC.,
as Joint Lead Arrangers and Joint Bookrunners for the Term A-1A Loans






TABLE OF CONTENTS

 
 
 
 
 
ARTICLE I
Definitions
SECTION 1.01.
Defined Terms
1
 
SECTION 1.02.
Terms Generally
45
46
SECTION 1.03.
Effectuation of Transfers
46
47
 
 
 
 
ARTICLE II
The Credits
SECTION 2.01.
Term A Loan Commitments
46
47
SECTION 2.01.A.
Term A-1 Loan Commitments
46
 
SECTION 2.02.
Loans and Borrowings
46
47
SECTION 2.03.
Requests for Borrowings
47
48
SECTION 2.04.
[Reserved]
47
48
SECTION 2.05.
[Reserved]
47
48
SECTION 2.06.
Funding of Borrowings
47
49
SECTION 2.07.
Interest Elections
48
49
SECTION 2.08.
Termination and Reduction of Commitments
49
50
SECTION 2.09.
Repayment of Loans; Evidence of Debt
49
50
SECTION 2.10.
Repayment of Loans
50
51
SECTION 2.11.
Prepayment of Loans
52
53
SECTION 2.12.
Fees
55
 
SECTION 2.13.
Interest
55
 
SECTION 2.14.
Alternate Rate of Interest
56
 
SECTION 2.15.
Increased Costs
56
57
SECTION 2.16.
Break Funding Payments
57
58
SECTION 2.17.
Taxes
57
58
SECTION 2.18.
Payments Generally; Pro Rata Treatment; Sharing of Set-offs
60
61
SECTION 2.19.
Mitigation Obligations; Replacement of Lenders
61
62
SECTION 2.20.
Incremental Commitments
62
63
 
 
 
 
ARTICLE III
Representations and Warranties
SECTION 3.01.
Organization; Powers
64
66
SECTION 3.02.
Authorization
65
66
SECTION 3.03.
Enforceability
65
67
SECTION 3.04.
Governmental Approvals
65
67
SECTION 3.05.
Financial Statements
65
67



SECTION 3.06.
No Material Adverse Effect
66
67
SECTION 3.07.
Title to Properties; Possession Under Leases
66
67
SECTION 3.08.
Subsidiaries
66
68
SECTION 3.09.
Litigation; Compliance with Laws
66
68
SECTION 3.10.
Federal Reserve Regulations
67
68
SECTION 3.11.
Investment Company Act
67
69
SECTION 3.12.
Use of Proceeds
67
69
SECTION 3.13.
Tax Returns
67
69
SECTION 3.14.
No Material Misstatements
68
69
SECTION 3.15.
Employee Benefit Plans
68
70
SECTION 3.16.
Environmental Matters
69
71
SECTION 3.17.
Security Documents
69
71
SECTION 3.18.
Solvency
70
72
SECTION 3.19.
Labor Matters
70
72
SECTION 3.20.
Intellectual Property; Licenses, Etc.
71
72
SECTION 3.21.
Senior Debt
71
73
SECTION 3.22.
Anti-Corruption Laws and Sanctions
71
73
SECTION 3.23.
EEA Financial Institutions
72
73
SECTION 3.24.
ERIDA Matters
 
73
 
 
 
 
ARTICLE IV
Conditions of Lending
SECTION 4.01.
All Credit Events
72
74
SECTION 4.02.
Effectiveness of Commitments
72
74
 
 
 
 
ARTICLE V
Affirmative Covenants
SECTION 5.01.
 Existence; Businesses and Properties; Compliance
74
76
SECTION 5.02.
 Insurance
75
77
SECTION 5.03.
 Taxes
76
78
SECTION 5.04.
 Financial Statements, Reports, etc
76
78
SECTION 5.05.
 Litigation and Other Notices
78
80
SECTION 5.06.
 Compliance with Laws
78
80
SECTION 5.07.
 Maintenance of Records; Access to Properties and Inspections
78
80
SECTION 5.08.
 Compliance with Environmental Laws
78
81
SECTION 5.09.
 Further Assurances; Additional Security
79
81
SECTION 5.10.
 Ratings
81
83
SECTION 5.11.
 Compliance with Material Contracts
81
83
SECTION 5.12.
 Post-Closing Covenant
81
83
 
 
 
 



ARTICLE VI
Negative Covenants
SECTION 6.01.
Indebtedness
81
84
SECTION 6.02.
Liens
86
89
SECTION 6.03.
Sale and Lease‑Back Transactions
91
94
SECTION 6.04.
Investments, Loans and Advances
92
94
SECTION 6.05.
Mergers, Consolidations, Sales of Assets and Acquisitions
95
98
SECTION 6.06.
Restricted Payments
99
101
SECTION 6.07.
Transactions with Affiliates
101
104
SECTION 6.08.
Business of the Borrower and the Subsidiaries
103
106
SECTION 6.09.
Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By‑Laws and Certain Other Agreements; etc.
104
106
SECTION 6.10.
Senior Secured Leverage Ratio
106
109
SECTION 6.11.
Use of Proceeds
106
109
 
 
 
 
ARTICLE VII
Holdings Covenants
 
 
 
 
ARTICLE VIII
Events of Default
SECTION 8.01.
Events of Default
107
110
SECTION 8.02.
Exclusion of Immaterial Subsidiaries
110
113
SECTION 8.03.
Right to Cure
110
113
 
 
 
 
ARTICLE IX
The Agents
SECTION 9.01.
Appointment
110
113
SECTION 9.02.
Delegation of Duties
112
115
SECTION 9.03.
Exculpatory Provisions
112
115
SECTION 9.04.
Reliance by Administrative Agent
113
116
SECTION 9.05.
Notice of Default
113
116
SECTION 9.06.
Non-Reliance on Agents and Other Lenders
113
117
SECTION 9.07.
Indemnification
114
117
SECTION 9.08.
Agent in Its Individual Capacity
114
117
SECTION 9.09.
Successor Administrative Agent
114
118
SECTION 9.10.
Agents and Arrangers
115
118
SECTION 9.11.
Intercreditor Agreements and Collateral Matters
115
118
 
 
 
 
ARTICLE X



Miscellaneous
SECTION 10.01.
Notices; Communications
115
118
SECTION 10.02.
Survival of Agreement
116
120
SECTION 10.03.
Binding Effect
117
120
SECTION 10.04.
Successors and Assigns
117
120
SECTION 10.05.
Expenses; Indemnity
122
125
SECTION 10.06.
Right of Set‑off
123
127
SECTION 10.07.
Applicable Law
123
127
SECTION 10.08.
Waivers; Amendment
123
127
SECTION 10.09.
Interest Rate Limitation
126
129
SECTION 10.10.
Entire Agreement
126
130
SECTION 10.11.
WAIVER OF JURY TRIAL
126
130
SECTION 10.12.
Severability
126
130
SECTION 10.13.
Counterparts
126
130
SECTION 10.14.
Headings
127
130
SECTION 10.15.
Jurisdiction; Consent to Service of Process
127
130
SECTION 10.16.
Confidentiality
127
131
SECTION 10.17.
Platform; Borrower Materials
128
132
SECTION 10.18.
Release of Liens and Guarantees
129
132
SECTION 10.19.
[Reserved]
129
133
SECTION 10.20.
USA PATRIOT Act Notice
129
133
SECTION 10.21.
[Reserved]
129
133
SECTION 10.22.
Securitization Acknowledgement
129
133
SECTION 10.23.
Lender Action; No Fiduciary Duty, etc
130
133
SECTION 10.24.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
130
134



Exhibits and Schedules
Exhibit A
Form of Assignment and Acceptance
Exhibit B
Form of Borrowing Request
Exhibit C
Form of Interest Election Request
Exhibit D
Form of Guarantee and Collateral Agreement
Exhibit E
Tax Certificate

Schedule 1.01A
Certain Subsidiaries
Schedule 1.01AA
Certain Domestic Subsidiaries
Schedule 1.01B
Mortgaged Properties
Schedule 1.01D
Immaterial Subsidiaries
Schedule 1.01F
Subsidiary Loan Parties
Schedule 1.01G
Unrestricted Subsidiaries
Schedule 1.01H
Joint Ventures
Schedule 1.01I
Ineligible Institution
Schedule 2.01
Commitments
Schedule 3.01
Organization and Good Standing
Schedule 3.04
Governmental Approvals
Schedule 3.07(b)
Intellectual Property
Schedule 3.08
Subsidiaries
Schedule 3.13
Taxes
Schedule 3.16
Environmental Matters
Schedule 3.20(d)
Intellectual Property Licenses and Franchises
Schedule 4.02(b)
Local Counsel
Schedule 5.12
Post-Closing Matters
Schedule 6.01
Indebtedness
Schedule 6.02(a)
Liens
Schedule 6.04
Investments
Schedule 6.07
Transactions with Affiliates
Schedule 10.01
Notice Information




TERM LOAN AGREEMENT dated as of October 23, 2015 (this “Agreement”), among REALOGY INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), REALOGY GROUP LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
WHEREAS, the Borrower has requested that the Lenders make Term A Loans (as defined below) to the Borrower on the terms and conditions set forth herein; and
WHEREAS, the Lenders have agreed to make the Term A Loans available upon the terms and subject to the conditions set forth herein;
WHEREAS, the Term A Loans will be used to finance a portion of the satisfaction and discharge of the First Lien Notes (as defined below) and to pay premiums, interest, fees and expenses associated with the foregoing and for other general corporate purposes, in each case subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:
ABR” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as announced from time to time by JPMCB as its “prime rate” at its principal office in New York, New York and (c) the Adjusted LIBO Rate on such day (or, if such day is not a Business Day, the next preceding Business Day) for a deposit in Dollars with a maturity of one month plus 1.0%. Any change in such rate announced by JPMCB shall take effect at the opening of business on the day specified in the announcement of such change. If the ABR is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the ABR shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above.
ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.
ABR Loan” shall mean any Term A Loan or Term A-1 Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.
Accepting Lender” shall have the meaning assigned to such term in Section 2.11(f).
Additional Mortgage” shall have the meaning assigned to such term in Section 5.09(c).
Additional Notes” shall have the meaning assigned to such term in Section 6.01(gg).

1


Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any.
Adjustment Date” shall have the meaning assigned to such term in the definition of “Applicable Pricing Grid.”
Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.
Affiliated Debt Fund” shall mean a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business and that exercises investment discretion independent from the private equity business of the Permitted Holders.
Affiliated Lender” shall mean any Affiliate of Holdings. 
Agents” shall mean the Administrative Agent and the Collateral Agent.
Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.
Anti-Corruption Laws” shall mean the Foreign Corrupt Practices Act of 1977, as amended, and other similar laws, rules and regulations of any jurisdiction that may be applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
Apple Ridge Documents” shall mean the Purchase Agreement, dated as of April 25, 2000, as amended, by and between Cartus Corporation and Cartus Financial Corporation, the Receivables Purchase Agreement, dated as of April 25, 2000, as amended, by and between Cartus Financial Corporation and Apple Ridge Services Corporation, the Master Indenture, dated as of April 25, 2000, as amended, by and between Apple Ridge Funding LLC and U.S. Bank National Association, the Transfer and Servicing Agreement, dated as of April 25, 2000, as amended, by and among Apple Ridge Services Corporation, Cartus Corporation, Cartus Financial Corporation, Apple Ridge Funding LLC and U.S. Bank National Association, the Performance Guaranty, dated as of May 12, 2006, as amended, by Realogy Corporation in favor of Apple Ridge Funding, LLC and Cartus Financial Corporation, the Ninth Omnibus Amendment, dated as of June 11, 2015, by and among Cartus Corporation, Cartus Financial Corporation, Apple Ridge Services Corporation, Apple Ridge Funding LLC, Realogy Group LLC, U.S. Bank National Association, the managing agents party to the Note Purchase Agreement and Crédit Agricole Corporate and Investment Bank, the Tenth Omnibus Amendment, dated as of June 9, 2017, by and among Cartus Corporation, Cartus Financial Corporation, Apple Ridge Services Corporation, Apple Ridge Funding LLC, Realogy Group LLC, U.S. Bank National Association, the managing agents party to the Note Purchase Agreement and Crédit Agricole Corporate and Investment Bank, the Note Purchase Agreement, dated as of December 14, 2011, as amended, by and among Apple Ridge Funding LLC, Cartus

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Corporation, the purchasers and the managing agents from time to time parties thereto, and Crédit Agricole Corporate and Investment Bank (the “Note Purchase Agreement”), the Series 2011-1 Indenture Supplement, dated as of December 16, 2011, by and between Apple Ridge Funding LLC and U.S. Bank National Association, the Instrument of Resignation, Appointment and Acceptance, dated as of December 16, 2011, by and among The Bank of New York Mellon, as resigning indenture trustee, paying agent, authentication agent, and transfer agent and registrar, U.S. Bank National Association, as replacement indenture trustee, paying agent, authentication agent, and transfer agent and registrar, Cartus Corporation, Cartus Financial Corporation and Apple Ridge Service Corporation, and each other agreement or other document contemplated by or entered into in connection with and/or in replacement of the foregoing, each as amended, restated, refinanced, modified or supplemented on or prior to the Closing Date.
Applicable Insurance Regulatory Authority” shall mean, when used with respect to any Insurance Subsidiary, the insurance department or similar administrative authority or agency located in (x) the state or other jurisdiction in which such Insurance Subsidiary is domiciled or (y) to the extent asserting regulatory jurisdiction over such Insurance Subsidiary, the insurance department, authority or agency in each state or other jurisdiction in which such Insurance Subsidiary is licensed, and shall include any Federal insurance regulatory department, authority or agency that may be created in the future and that asserts regulatory jurisdiction over such Insurance Subsidiary.
Applicable Margin” shall mean for any day, 2.25% per annum in the case of any Eurocurrency Loan and 1.25% per annum in the case of any ABR Loan, provided, that on and after the first Adjustment Date after the Closing Date, the Applicable Margin will be determined pursuant to the Applicable Pricing Grid.
Applicable Period” shall mean an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as the case may be.
Applicable Pricing Grid” shall mean: (a) with respect to Term A Loans, the table set forth below:
Senior Secured Leverage Ratio
Applicable Margin for Eurocurrency Loans
Applicable Margin for ABR Loans
Greater than 3.50 to 1.00
2.50%
1.50%
Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00
2.25%
1.25%
Less than 2.50 to 1.00
2.00%
1.00%

(b) with respect to Term A-1 Loans, the table set forth below:
Senior Secured Leverage Ratio
Applicable Margin for Eurocurrency Loans
Applicable Margin for ABR Loans
Greater than 3.50 to 1.00
2.50%
1.50%
Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00
2.25%
1.25%
Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00
2.00%
1.00%
Less than 2.00 to 1.00
1.75%
0.75%

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For purposes of the Applicable Pricing Grid, changes in the Applicable Margin resulting from changes in the Senior Secured Leverage Ratio shall become effective on the date that is three Business Days after the date on which financial statements are delivered to the Lenders pursuant to Section 5.04 (the “Adjustment Date”), commencing with the delivery of such financial statements for the first fiscal quarter of the Borrower ending after the Closing Date, and shall remain in effect until the next change to be effected pursuant to this paragraph. If any financial statements referred to above are not delivered within the time periods specified in Section 5.04, then, at the option of the Administrative Agent or the Required Lenders, until the date that is three Business Days after the date on which such financial statements are delivered, the pricing level that is one pricing level higher than the pricing level theretofore in effect shall apply as of the first Business Day after the date on which such financial statements were to have been delivered but were not delivered. Each determination of the Senior Secured Leverage Ratio pursuant to the Applicable Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to Section 6.10.
Approved Fund” shall have the meaning assigned to such term in Section 10.04(b)(ii).
Arbitrage Programs” shall mean Indebtedness and Investments relating to operational escrow accounts of NRT or Title Resource Group.
Arrangers” shall mean the Joint Lead Arrangers and Joint Bookrunners identified on the cover page of this Agreement.
Asset Sale” shall mean any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to, any person of any asset or assets of the Borrower or any Subsidiary.
Assignee” shall have the meaning assigned to such term in Section 10.04(b)(i).
Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and the Borrower (if required by Section 10.04), in the form of Exhibit A or such other form as shall be approved by the Administrative Agent and reasonably satisfactory to the Borrower.
Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bankruptcy Event” shall mean, with respect to any person, such person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such person.

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Below Threshold Asset Sale Proceeds” shall have the meaning assigned to such term in the definition of “Cumulative Credit.”
Binding Contract” shall have the meaning assigned to such term in the definition of “Excess Cash Flow.”
Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.