rlgy-20200730
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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): July 30, 2020 (July 24, 2020)
_______________________________
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Realogy Holdings Corp.
Common Stock, par value $0.01 per share
RLGY
New York Stock Exchange
Realogy Group LLC
None
None
None
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 
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. 
______________________________________________________________________________________________________




Item 1.01.Entry into a Material Definitive Agreement.
On July 24, 2020, 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”), entered into (1) a ninth amendment (the “Ninth 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”, which includes our Revolving Credit Facility), among Realogy Intermediate Holdings LLC (“Intermediate Holdings”, which is the direct wholly-owned subsidiary of Realogy Holdings and the holder of all of the outstanding membership interests of Realogy Group), Realogy Group, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent; and (2) a third amendment (the “Third 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, Realogy Group, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent.
The Ninth Amendment and Third Amendment are referred to collectively herein as the “Amendments” and the Credit Agreement and Term Loan A Agreement are referred to collectively herein as the “Senior Secured Credit Facilities.”
Pursuant to the Amendments, the financial covenant contained in each of the Senior Secured Credit Facilities has been amended to require that Realogy Group maintain a senior secured leverage ratio not to exceed 6.50 to 1.00 commencing with the third quarter of 2020 through and including the second quarter of 2021, which will then step down to 5.50 to 1.00 for the third quarter of 2021 and thereafter will step down by 0.25 on a quarterly basis to 4.75 to 1.00 (which was the applicable level prior to the effectiveness of the Amendments) on and after the second quarter of 2022.
The Amendments also tighten certain existing covenants during the period commencing on July 24, 2020 until the Company issues its financial results for the third quarter of 2021 and concurrently delivers an officer’s certificate to its lenders showing compliance with the senior secured leverage ratio, subject to earlier termination (the “Covenant Relief Period”). If Realogy Group’s senior secured leverage ratio does not exceed 5.50 to 1.00 for the fiscal quarter ending June 30, 2021, the Covenant Relief Period will end at the time the Company delivers the compliance certificate to the lenders for such period; however, in either instance, the gradual step down in the senior secured leverage ratio, as described above, will continue to apply. The covenants revised pursuant to the Amendments during the Covenant Relief Period include the reduction or elimination of the amount available for certain types of additional indebtedness, liens, restricted payments (including dividends and stock repurchases), investments (including acquisitions and joint ventures), and voluntary junior debt repayments. In addition, the Amendments establish that during the Covenant Relief Period, if after giving effect to the use of proceeds of any borrowing under the Revolving Credit Facility at such time, the Consolidated Cash Balance (as defined in the Amendments) exceeds $350 million, the Company must prepay the Revolving Credit Facility in an amount equal to the lesser of (x) the amount necessary to reduce the Consolidated Cash Balance to $350 million and (y) the amount of such borrowing.
The Company also may elect to end the Covenant Relief Period at any time, provided the senior secured leverage ratio does not exceed 4.75 to 1.00 as of the most recently ended quarter for which financial statements have been delivered. In such event, the leverage ratio will reset to the pre-Amendment level of 4.75 to 1.00 thereafter.
The foregoing summary of the Amendments is not complete and is qualified in its entirety by reference to the full and complete text of the Ninth Amendment and the Third Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

Item 2.02.Results of Operations and Financial Condition.
On July 30, 2020, the Registrants announced their financial results for the quarter ended June 30, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.
Description
10.1
Ninth Amendment, dated as of July 24, 2020, to the Amended and Restated Credit Agreement, dated as of March 5, 2013, as amended, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the several lenders parties thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent.
10.2
Third Amendment, dated as of July 24, 2020, to the Term Loan A Agreement, dated as of October 23, 2015, as amended, 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.
99.1Press Release dated July 30, 2020.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer
Date: July 30, 2020


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/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer
Date: July 30, 2020





EXHIBIT INDEX
Exhibit No.
Description
10.1
10.2
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



Document

Exhibit 10.1
NINTH AMENDMENT
NINTH AMENDMENT, dated as of July 24, 2020 (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 Revolving Facility Lenders parties hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to Section 10.08 of the Credit Agreement, Holdings, the Borrower, the Lenders holding commitments under the Revolving Facility and the Administrative Agent wish to amend the Credit Agreement as set forth herein, with such amendments requiring the consent of the Majority Lenders under the Revolving Facility (and without the consent of the Required Lenders) as if the Revolving Facility were the only Facility under the Credit Agreement as of the date hereof;
WHEREAS, the amendments and terms set forth herein only affect the Revolving Facility; and
WHEREAS, Holdings, the Borrower, the Revolving Facility Lenders party hereto 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 VI of the Credit Agreement. Section 6.10 of the Credit Agreement is hereby amended and restated its in entirety as follows:
Section 6.10. Senior Secured Leverage Ratio. Without the consent of the Majority Lenders under the Revolving Facility and only to the extent there are outstanding Revolving Facility Commitments under this Agreement:
(a) Prior to the earlier of (x) the Covenant Relief Termination Date (as defined in Section 6.10(e) below) and (y) the Early Termination Date (as defined in Section 6.10(e) below):
(i) Permit the Senior Secured Leverage Ratio on the last day of any fiscal quarter to exceed the ratio set forth below opposite such fiscal quarter:



Fiscal Quarter Ending
Senior Secured Leverage
Ratio
June 30, 2020 and before4.75 to 1.00
September 30, 20206.50 to 1.00
December 31, 20206.50 to 1.00
March 31, 20216.50 to 1.00
June 30, 20216.50 to 1.00
September 30, 20215.50 to 1.00
(ii) The occurrence of any Specified Event (as defined in Section 6.10(e) below) shall constitute a breach of this Section 6.10 and an Event of Default. Each Loan Party agrees that it shall, after any Responsible Officer has knowledge thereof, give prompt (but in any event by the date that is five Business Days after any such Responsible Officer first has knowledge thereof) notice in writing to the Administrative Agent of the occurrence of any Specified Event.
(iii) As conditions precedent to any Revolving Facility Borrowing:
(A) if the Consolidated Cash Balance as of the date one Business Day prior to the delivery of a Borrowing Request after giving pro forma effect to the requested Borrowing is equal to or less than $350,000,000, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth such Consolidated Cash Balance; and
(B) if the Consolidated Cash Balance as of the date one Business Day prior to the delivery of a Borrowing Request after giving pro forma effect to the requested Borrowing is greater than $350,000,000, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth (i) the Borrower’s intended use of proceeds of such Borrowing and (ii) the Consolidated Cash Balance after giving pro forma effect to such Borrowing and the intended use of proceeds thereof; provided that if, on the date that is five Business Days following such Borrowing, the Consolidated Cash Balance is greater than $350,000,000, the Borrower shall, within two Business Days thereafter, prepay the Revolving Facility Loans in an amount equal to the lesser of (x) the amount necessary to cause the Consolidated Cash Balance to be equal to or less than $350,000,000 and (y) the amount of such Borrowing.
(iv) Solely for purposes of the making of any Revolving Facility Borrowing the impacts of the COVID-19 pandemic on the business, assets, financial condition or results of operation of the Holdings or any of
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its Restricted Subsidiaries, taken as a whole, will be disregarded for purposes of determining the accuracy of the representation made in Section 3.06 of the Credit Agreement to the extent such impacts have been (i) publicly disclosed by the Borrower in its securities filings (including, without limitation, any Annual Report on Form 10K, Quarterly Report on Form 10-Q or Current Report on Form 8-K) prior to the Ninth Amendment Effective Date or (ii) disclosed in any “Lender Presentation” (and/or any supplements thereto) provided by the Borrower in connection with the Ninth Amendment.
(b) Solely upon the Covenant Relief Termination Date and thereafter, permit the Senior Secured Leverage Ratio on the last day of any fiscal quarter to exceed the ratio set forth below opposite such fiscal quarter (such ratio, the “Financial Covenant Level”); provided that for the two consecutive fiscal quarters ended immediately following the closing of a Material Acquisition on or after April 1, 2022 (including the fiscal quarter in which such Material Acquisition occurs), the Financial Covenant Level shall be 5.25 to 1.00; provided, however, that, immediately after any such two fiscal quarter period, there shall be at least two consecutive fiscal quarters for which the Financial Covenant Level shall be 4.75:1.00, regardless of any other Material Acquisitions:
Fiscal Quarter Ending
Senior Secured Leverage
Ratio
September 30, 20215.50 to 1.00
December 31, 20215.25 to 1.00
March 31, 20225.00 to 1.00
June 30, 2022 and thereafter4.75 to 1.00
(c) Solely upon the Early Termination Date and thereafter, permit the Senior Secured Leverage Ratio on the last day of any fiscal quarter to exceed 4.75 to 1.00 (the “Financial Covenant Level”); provided that for the two consecutive fiscal quarters ended immediately following the closing of a Material Acquisition (including the fiscal quarter in which such Material Acquisition occurs), the Financial Covenant Level shall be 5.25 to 1.00; provided, however, that, immediately after any such two fiscal quarter period, there shall be at least two consecutive fiscal quarters for which the Financial Covenant Level shall be 4.75:1.00, regardless of any other Material Acquisitions.
(d) Solely for purposes of calculating actual compliance with this Section 6.10, the following parenthetical shall be added after each reference to “discontinued operations” in clause (ii) of the definition of “Consolidated Net Income”:
“(in each case other than any asset, property or operation pending disposal, abandonment, divesture and/or termination thereof)”
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(e) The following terms used in this Section 6.10 shall have the meanings specified below:
Consolidated Cash Balance” shall mean, at any time, (a) the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds, and commercial paper, in each case, held or owned by (either directly or indirectly), credited to the account of or would otherwise be required to be reflected as an asset on the balance sheet of the Loan Parties, without giving effect to the aggregate amount of cash or cash equivalents of any Insurance Subsidiary that is not permitted to be distributed or advanced to the Borrower or any other Subsidiary as a matter of law or regulation as of the last day of the most recently ended fiscal quarter, less (b) any cash or cash equivalents to pay royalty obligations, indebtedness interest obligations, payroll, payroll taxes, employee benefit obligations, federal and state taxes, other taxes or other obligations of the Loan Parties to third parties, in each case that are payable within 30 days (or, in the Borrower’s discretion, will issue checks or initiate wires or ACH transfers within five (5) Business Days in order to pay).
Covenant Relief Termination Date” shall mean, so long as the Early Termination Date has not occurred, the earlier of (x) the date of delivery of the certificate of compliance pursuant to Section 5.04(c) of the Credit Agreement for the fiscal quarter ending September 30, 2021 demonstrating compliance with the Financial Performance Covenant as set forth in Section 6.10(a) and (y) the date of delivery of the certificate of compliance pursuant to Section 5.04(c) of the Credit Agreement demonstrating compliance with a Senior Secured Leverage Ratio of 5.50 to 1.00 for the fiscal quarter ending June 30, 2021.
Early Termination Date” shall mean the date on which the Borrower delivers to the Administrative Agent an irrevocable certificate of a Financial Officer of the Borrower (similar in form to a certificate delivered pursuant to Section 5.04(c)) (i) stating that the Borrower elects for the financial covenant in Section 6.10 to be governed by clause (c) thereof (instead of clause (a) thereof) and (ii) certifying compliance with the Financial Performance Covenant set forth in Section 6.10(c) for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b) and demonstrating such compliance in reasonable detail.
Ninth Amendment” shall mean the Ninth Amendment, dated as of July 24, 2020 among Holdings, the Borrower, the Lenders party thereto and the Administrative Agent.
Ninth Amendment Effective Date” shall mean July 24, 2020.
Specified Event” shall mean at any time on and after the Ninth Amendment Effective Date and prior to the earlier of (x) the Covenant Relief
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Termination Date and (y) the Early Termination Date, the occurrence of any of the following events, circumstances or conditions, in any such case, except with respect to such events, circumstances and conditions (if any) that the Majority Lenders under the Revolving Facility expressly agree (in their sole discretion and in writing from time to time after the Ninth Amendment Effective Date) shall not constitute a “Specified Event” for purposes of this Section 6.10:
(a) the aggregate principal amount of Indebtedness (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 2.20, 6.01(gg) or 6.01(hh) exceeds $50,000,000;
(b) the aggregate principal amount of Indebtedness (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 6.01(i), together with the Remaining Present Value of outstanding leases under Section 6.03, exceeds $375,000,000;
(c) the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 6.01(s) exceeds $100,000,000;
(d) the aggregate principal amount of Indebtedness (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 6.01(x) exceeds $100,000,000;
(e) the aggregate amount of Liens securing obligations incurred in reliance on Section 6.02(i) exceeds $375,000,000;
(f) the aggregate amount of Liens securing obligations incurred in reliance on Section 6.02(t) exceeds $100,000,000;
(g) the Remaining Present Value of outstanding leases entered into under Section 6.03, together with the aggregate principal amount of any Indebtedness (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 6.01(i), exceeds $375,000,000;
(h) the aggregate amount of Investments made by the Borrower or a Loan Party in Subsidiaries that are not Loan Parties in reliance on Section 6.04(b) exceeds $100,000,000;
(i) the aggregate amount of Investments made in reliance on Section 6.04(j) (other than Investments made in reliance on clauses (d) and (e) of the definition of “Cumulative Credit”) exceeds $50,000,000;
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(j) the aggregate amount of Investments constituting Permitted Business Acquisitions (which for the avoidance of doubt shall not include earn-outs or other contingent acquisition consideration) made in reliance on Section 6.04(k) exceeds $225,000,000, or the aggregate amount of Investments constituting earn-outs or other contingent acquisition consideration in connection with Permitted Business Acquisitions that occur on or after the Ninth Amendment Effective Date made in reliance on Section 6.04(k) exceeds $22,500,000;
(k) the making of any Investments in Subsidiaries that are not Loan Parties in reliance on Section 6.04(u);
(l) the aggregate amount of Investments made in reliance on Section 6.04(cc) exceeds $100,000,000;
(m) the making of any Restricted Payments in reliance on Section 6.06(c), 6.06(e) or 6.06(m);
(n) the aggregate amount of Restricted Payments made in reliance on Section 6.06(k) exceeds $10,000,000;
(o) the making of any payments or distributions in respect of Junior Financings in reliance on Section 6.09(b)(i)(F), except for any such payment or distribution made with the proceeds of Indebtedness incurred to Refinance any notes issued by the Borrower (other than Revolving Facility Borrowings);
(p) the making of any payments or distributions of all or any portion of any Junior Financing in reliance on Section 6.09(b)(i)(H); and
(q) the making of any payments or distributions of all or any portion of any Junior Financing in reliance on Section 6.09(b)(i)(I).
SECTION 3.Effectiveness. This Amendment shall become effective as of the date (the “Ninth Amendment Effective Date”) on which the following conditions have been satisfied:
(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) Holdings, (iii) the Administrative Agent, and (iv) Majority Lenders under the Revolving Facility (as if the Revolving Facility were the only Facility under the Credit Agreement in accordance with Section 10.08 of the Credit Agreement).
(b) The Administrative Agent shall have received, for the account of each Revolving Facility Lender party hereto, a consent fee in an amount equal to 0.20% of the
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Revolving Facility Commitments held by such Lender immediately prior to the Ninth Amendment Effective Date, which consent fee shall be earned, due and payable on, and subject to the occurrence of, the Ninth Amendment Effective Date.
(c) No Event of Default or Default shall have occurred and be continuing.
(d) 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 Ninth Amendment Effective Date as if made on and as of such date, except (A) 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 Ninth Amendment Effective Date)) and (B) that the impacts of the COVID-19 pandemic on the business, assets, financial condition or results of operation of the Holdings or any of its Restricted Subsidiaries, taken as a whole, will be disregarded for purposes of determining whether a Material Adverse Effect has occurred pursuant to Section 3.06 to the extent such impacts have been (i) publicly disclosed by the Borrower in its securities filings (including, without limitation, any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K) prior to the Ninth Amendment Effective Date or (ii) disclosed in any “Lender Presentation” (and/or any supplements thereto) provided by the Borrower in connection with this Amendment; 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 Ninth Amendment Effective Date after giving effect to this Amendment.
SECTION 4.Representations and Warranties. The Borrower represents and warrants to the Revolving Facility Lenders and the Administrative Agent that as of the Ninth Amendment Effective Date:
(a) this Amendment has been duly authorized, executed and delivered by it, and this Amendment and the Credit Agreement constitute 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;
(b) 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 Ninth Amendment Effective Date with the same effect as though made on and as of the Ninth Amendment Effective Date, except (i) to the extent such representations and warranties expressly relate to an earlier 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) that the impacts of the COVID-19 pandemic on the business, assets, financial condition or results of operation of the Holdings or any of its Restricted Subsidiaries, taken as a whole, will be
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disregarded for purposes of determining whether a Material Adverse Effect has occurred pursuant to Section 3.06 to the extent such impacts have been (i) publicly disclosed by the Borrower in its securities filings (including, without limitation, any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K) prior to the Ninth Amendment Effective Date or (ii) disclosed in any “Lender Presentation” (and/or any supplements thereto) provided by the Borrower in connection with this Amendment; and
(c) no Default or Event of Default shall have occurred and be continuing.
SECTION 5.Effect of this Amendment.
(a) 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 except as expressly set forth herein, 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.
(b) On and after the Ninth 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 shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6.Reaffirmation. Holdings and the Borrower hereby confirm and agree, on behalf of each of the Loan Parties, with respect to each Loan Document to which such Loan Parties are party to, that (i) all of their obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of this 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 this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and related guarantees.
SECTION 7.General.
(a) 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.
(b) Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses in connection
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with this Amendment, including the reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP, primary counsel for the Administrative Agent.
(c) 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. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(d) 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.
[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/ Charlotte Simonelli 
Name: Charlotte C. Simonelli
Title:  Executive Vice President, Chief
        Financial Officer and Treasurer
REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings
By:  /s/ Charlotte Simonelli 
Name:  Charlotte C. Simonelli
Title:  Executive Vice President, Chief Financial Officer and Treasurer

        Signature Page to Ninth Amendment



JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Revolving Facility Lender
By: /s/ Brian Smolowitz 
Name: Brian Smolowitz
Title: Vice President



BARCLAYS BANK PLC, as a Revolving Facility Lender
By: /s/ Martin Corrigan 
Name: Martin Corrigan
Title: Vice President



BBVA USA as a Revolving Facility Lender
By: /s/ Ramon Garcia 
Name: Ramon Garcia
Title: Director



Bank of America, N.A., as a Revolving Facility Lender
By: /s/ Suzanne E. Pickett 
Name: Suzanne E. Pickett
Title: Senior Vice President



Bank of Montreal, as a Revolving Facility Lender
By: /s/ Sean T. Ball 
Name: Sean T. Ball
Title: Managing Director
        Signature Page to Ninth Amendment



THE BANK OF NOVA SCOTIA, as a Revolving Facility Lender
By: /s/ Efpraxia Frans Braniotis 
Name: Efpraxia Frans Braniotis
Title: Managing Director & Industry Head



Citizens Bank, N.A., as a Revolving Facility Lender
By: /s/ Angela Reilly 
Angela Reilly
Senior Vice President



Comerica Bank, as a Revolving Facility Lender
By: /s/ Robert D Yates 
Name: Robert D Yates
Title: Vice President



Credit Industriel et Commercial, New York Branch, as a Revolving Facility Lender
By: /s/ Clifford Abramsky 
Name: Clifford Abramsky
Title: Managing Director
Brian Moriarty
By: /s/ Brian Moriarty 
Name: Brian Moriarty
Title: Vice President


        Signature Page to Ninth Amendment



CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By: /s/ Gordon Yip 
Name: Gordon Yip
Title: Director
By: /s/ Christopher Rosenkranz 
Name: Christopher Rosenkranz
Title: Director



Credit Suisse AG, Cayman Islands Branch, as a Revolving Facility Lender
By: /s/ William O’Daly 
Name: William O’Daly
Title: Authorized Signatory
By: /s/ Andrew Griffin 
Name: Andrew Griffin
Title: Authorized Signatory



Fifth Third Bank, National Association, as a Revolving Facility Lender
By: /s/ Lucas J. Barnett 
Name: Lucas J. Barnett
Title: Vice President



FLUSHING BANK, as a Revolving Facility Lender
By: /s/ Alan Harris 
Name: Alan Harris
Title: Senior Vice President
        Signature Page to Ninth Amendment



GOLDMAN SACHS BANK USA, as a Revolving Facility Lender
By: /s/ Jamie Minieri 
Name: Jamie Minieri
Title: Authorized Signatory



MUFG UNION BANK, N.A., as a Revolving Facility Lender
By: /s/ George Stoecklein 
Name: George Stoecklein
Title: Managing Director



People’s United Bank, National Association, as a Revolving Facility Lender
By: /s/ James Riley 
Name: James Riley
Title: Senior Vice President



Santander Bank, NA, as a Revolving Facility Lender
By: /s/ Patrick McMullan 
Name: Patrick McMullan
Title: Senior Vice President



Signature Bank, as a Revolving Facility Lender
By: /s/ Richard Ohl 
Name: Richard Ohl
Title: Sr. Vice President
        Signature Page to Ninth Amendment




STIFEL BANK & TRUST, as a Revolving Facility Lender
By: /s/ Matthew L. Diehl 
Name: Matthew L. Diehl
Title: Senior Vice President



Texas Capital Bank, N.A., as a Revolving Facility Lender
By: /s/ Chris Wheeler 
Name: Chris Wheeler
Title: Executive Vice President



THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Revolving Facility Lender
By: /s/ Michael Borowiecki 
Name: Michael Borowiecki
Title: Authorized Signatory



TriState Capital Bank, as a Revolving Facility Lender
By: /s/ Ellen Frank 
Name: Ellen Frank
Title: Senior Vice President




        Signature Page to Ninth Amendment



Truist Bank, as a Revolving Facility Lender
By: /s/ Matthew J. Davis 
Name: Matthew J. Davis
Title: Senior Vice President



WEBSTER BANK, N.A., as a Revolving Facility Lender
By: /s/ Steven W. Collins 
Name: Steven W. Collins
Title: Vice President



Wells Fargo Bank, National Association, as a Revolving Facility Lender
By: /s/ Emma Clifford 
Name: Emma Clifford
Title: Director




        Signature Page to Ninth Amendment

Document
Exhibit 10.2
THIRD AMENDMENT
THIRD AMENDMENT, dated as of July 24, 2020 (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 hereto (the "Lenders") and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to Section 10.08 of the Credit Agreement, Holdings, the Borrower, the Required Lenders and the Administrative Agent wish to amend the Credit Agreement as set forth herein; and
WHEREAS, Holdings, the Borrower, the Required Lenders party hereto 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 VI of the Credit Agreement. Section 6.10 of the Credit Agreement is hereby amended and restated its in entirety as follows:
Section 6.10. Senior Secured Leverage Ratio.
(a) Prior to the earlier of (x) the Covenant Relief Termination Date (as defined in Section 6.10(e) below) and (y) the Early Termination Date (as defined in Section 6.10(e) below):
(i) Permit the Senior Secured Leverage Ratio on the last day of any fiscal quarter to exceed the ratio set forth below opposite such fiscal quarter:
Fiscal Quarter Ending
Senior Secured Leverage
Ratio
June 30, 2020 and before4.75 to 1.00
September 30, 20206.50 to 1.00
December 31, 20206.50 to 1.00
March 31, 20216.50 to 1.00
June 30, 20216.50 to 1.00
September 30, 20215.50 to 1.00
(ii) The occurrence of any Specified Event (as defined in Section 6.10(e) below) shall constitute a breach of this Section 6.10 and an Event of Default. Each Loan Party agrees that it shall, after any Responsible Officer has knowledge thereof, give prompt (but in any event by the date that is five Business Days after



any such Responsible Officer first has knowledge thereof) notice in writing to the Administrative Agent of the occurrence of any Specified Event.
(b) Solely upon the Covenant Relief Termination Date and thereafter, permit the Senior Secured Leverage Ratio on the last day of any fiscal quarter to exceed the ratio set forth below opposite such fiscal quarter (such ratio, the "Financial Covenant Level"); provided that for the two consecutive fiscal quarters ended immediately following the closing of a Material Acquisition on or after April 1, 2022 (including the fiscal quarter in which such Material Acquisition occurs), the Financial Covenant Level shall be 5.25 to 1.00; provided, however, that, immediately after any such two fiscal quarter period, there shall be at least two consecutive fiscal quarters for which the Financial Covenant Level shall be 4.75:1.00, regardless of any other Material Acquisitions:
Fiscal Quarter Ending
Senior Secured Leverage
Ratio
September 30, 20215.50 to 1.00
December 31, 20215.25 to 1.00
March 31, 20225.00 to 1.00
June 30, 2022 and thereafter4.75 to 1.00
(c) Solely upon the Early Termination Date and thereafter, permit the Senior Secured Leverage Ratio on the last day of any fiscal quarter to exceed 4.75 to 1.00 (the "Financial Covenant Level"); provided that for the two consecutive fiscal quarters ended immediately following the closing of a Material Acquisition (including the fiscal quarter in which such Material Acquisition occurs), the Financial Covenant Level shall be 5.25 to 1.00; provided, however, that, immediately after any such two fiscal quarter period, there shall be at least two consecutive fiscal quarters for which the Financial Covenant Level shall be 4.75:1.00, regardless of any other Material Acquisitions.
(d) Solely for purposes of calculating actual compliance with this Section 6.10, the following parenthetical shall be added after each reference to "discontinued operations" in clause (ii) of the definition of "Consolidated Net Income":
"(in each case other than any asset, property or operation pending disposal, abandonment, divesture and/or termination thereof)"
(e) The following terms used in this Section 6.10 shall have the meanings specified below:
"Covenant Relief Termination Date" shall mean, so long as the Early Termination Date has not occurred, the earlier of (x) the date of delivery of the certificate of compliance pursuant to Section 5.04(c) of the Credit Agreement for the fiscal quarter ending September 30, 2021 demonstrating compliance with the Financial Performance Covenant as set forth in Section 6.10(a) and (y) the date of delivery of the certificate of compliance pursuant to Section 5.04(c) of the Credit Agreement demonstrating compliance with a Senior Secured Leverage Ratio of 5.50 to 1.00 for the fiscal quarter ending June 30, 2021.



"Early Termination Date" shall mean the date on which the Borrower delivers to the Administrative Agent an irrevocable certificate of a Financial Officer of the Borrower (similar in form to a certificate delivered pursuant to Section 5.04(c)) (i) stating that the Borrower elects for the financial covenant in Section 6.10 to be governed by clause (c) thereof (instead of clause (a) thereof) and (ii) certifying compliance with the Financial Performance Covenant set forth in Section 6.10(c) for the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b) and demonstrating such compliance in reasonable detail.
"Third Amendment" shall mean the Third Amendment, dated as of July 24, 2020 among Holdings, the Borrower, the Lenders party thereto and the Administrative Agent.
"Third Amendment Effective Date" shall mean July 24, 2020.
"Specified Event" shall mean at any time on and after the Third Amendment Effective Date and prior to the earlier of (x) the Covenant Relief Termination Date and (y) the Early Termination Date, the occurrence of any of the following events, circumstances or conditions, in any such case, except with respect to such events, circumstances and conditions (if any) that the Required Lenders expressly agree (in their sole discretion and in writing from time to time after the Third Amendment Effective Date) shall not constitute a "Specified Event" for purposes of this Section 6.10:
(a)the aggregate principal amount of Indebtedness (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 2.20, 6.01(gg) or 6.01(hh) exceeds $50,000,000;
(b)the aggregate principal amount of Indebtedness (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 6.01(i), together with the Remaining Present Value of outstanding leases under Section 6.03, exceeds $375,000,000;
(c)the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 6.01(s) exceeds $100,000,000;
(d)the aggregate principal amount of Indebtedness (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 6.01(x) exceeds $100,000,000;
(e)the aggregate amount of Liens securing obligations incurred in reliance on Section 6.02(i) exceeds $375,000,000;
(f)the aggregate amount of Liens securing obligations incurred in reliance on Section 6.02(t) exceeds $100,000,000;
(g)the Remaining Present Value of outstanding leases entered into under Section 6.03, together with the aggregate principal amount of any Indebtedness (other than Permitted Refinancing Indebtedness) incurred in reliance on Section 6.01(i), exceeds $375,000,000;



(h)the aggregate amount of Investments made by the Borrower or a Loan Party in Subsidiaries that are not Loan Parties in reliance on Section 6.04(b) exceeds $100,000,000;
(i)the aggregate amount of Investments made in reliance on Section 6.04(j) (other than Investments made in reliance on clauses (d) and (e) of the definition of "Cumulative Credit") exceeds $50,000,000;
(j)the aggregate amount of Investments constituting Permitted Business Acquisitions (which for the avoidance of doubt shall not include earn-outs or other contingent acquisition consideration) made in reliance on Section 6.04(k) exceeds $225,000,000, or the aggregate amount of Investments constituting earn-outs or other contingent acquisition consideration in connection with Permitted Business Acquisitions that occur on or after the Third Amendment Effective Date made in reliance on Section 6.04(k) exceeds $22,500,000;
(k)the making of any Investments in Subsidiaries that are not Loan Parties in reliance on Section 6.04(u);
(l)the aggregate amount of Investments made in reliance on Section 6.04(cc) exceeds $100,000,000;
(m)the making of any Restricted Payments in reliance on Section 6.06(c), 6.06(e) or 6.06(m);
(n)the aggregate amount of Restricted Payments made in reliance on Section 6.06(k) exceeds $10,000,000;
(o)the making of any payments or distributions in respect of Junior Financings in reliance on Section 6.09(b)(i)(F), except for any such payment or distribution made with the proceeds of Indebtedness incurred to Refinance any notes issued by the Borrower;
(p)the making of any payments or distributions of all or any portion of any Junior Financing in reliance on Section 6.09(b)(i)(H); and
(q)the making of any payments or distributions of all or any portion of any Junior Financing in reliance on Section 6.09(b)(i)(I).
SECTION 3.Effectiveness. This Amendment shall become effective as of the date (the "Third Amendment Effective Date") on which the following conditions have been satisfied:
(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) Holdings, (iii) the Administrative Agent, and (iv) Lenders constituting Required Lenders under the Credit Agreement.
(b) The Administrative Agent shall have received, for the account of each Lender party hereto, a consent fee in an amount equal to 0.20% of the Term A Loans held by such Lender



immediately prior to the Third Amendment Effective Date, which consent fee shall be earned, due and payable on, and subject to the occurrence of, the Third Amendment Effective Date.
(c) No Event of Default or Default shall have occurred and be continuing.
(d) 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 Third Amendment Effective Date as if made on and as of such date, except (A) 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 Third Amendment Effective Date)) and (B) that the impacts of the COVID-19 pandemic on the business, assets, financial condition or results of operation of the Holdings or any of its Restricted Subsidiaries, taken as a whole, will be disregarded for purposes of determining whether a Material Adverse Effect has occurred pursuant to Section 3.06 to the extent such impacts have been (i) publicly disclosed by the Borrower in its securities filings (including, without limitation, any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K) prior to the Third Amendment Effective Date or (ii) disclosed in any "Lender Presentation" (and/or any supplements thereto) provided by the Borrower in connection with this Amendment; 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 Third Amendment Effective Date after giving effect to this Amendment.
SECTION 4.Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent that as of the Third Amendment Effective Date:
(a) this Amendment has been duly authorized, executed and delivered by it, and this Amendment and the Credit Agreement constitute 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;
(b) 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 Third Amendment Effective Date with the same effect as though made on and as of the Third Amendment Effective Date, except (i) to the extent such representations and warranties expressly relate to an earlier 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) that the impacts of the COVID-19 pandemic on the business, assets, financial condition or results of operation of the Holdings or any of its Restricted Subsidiaries, taken as a whole, will be disregarded for purposes of determining whether a Material Adverse Effect has occurred pursuant to Section 3.06 to the extent such impacts have been (i) publicly disclosed by the Borrower in its securities filings (including, without limitation, any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K) prior to the Third Amendment Effective Date or (ii) disclosed in any "Lender Presentation" (and/or any supplements thereto) provided by the Borrower in connection with this Amendment; and
(c)no Default or Event of Default shall have occurred and be continuing.



SECTION 5.Effect of this Amendment.
(a) 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 except as expressly set forth herein, 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.
(b) On and after the Third 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 shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 6.Reaffirmation. Holdings and the Borrower hereby confirm and agree, on behalf of each of the Loan Parties, with respect to each Loan Document to which such Loan Parties are party to, that (i) all of their obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of this 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 this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and related guarantees.
SECTION 7.General.
(a) 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.
(b) Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable and documented 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.
(c) 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. The words "execution," "signed," "signature," and words of like import in this Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.



(d) 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.
[remainder of page intentionally left blank]




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/ Charlotte C. Simonelli 
Name: Charlotte C. Simonelli 
Title: Executive Vice President,
        Chief Financial Officer and Treasurer

REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings

By: /s/ Charlotte C. Simonelli 
Name: Charlotte C. Simonelli 
Title: Executive Vice President,
        Chief Financial Officer and Treasurer



Signature Page to Third Amendment


JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By: /s/ Brian Smolowitz 
Name: Brian Smolowitz
Title: Vice President



Cedar Funding II CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements



Cedar Funding IV CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements



Cedar Funding IX CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements



Cedar Funding VIII CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements





Signature Page to Third Amendment


Cedar Funding VII CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements



Cedar Funding VI CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements



Cedar Funding V CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements



Cedar Funding XI CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements



Cedar Funding X CLO, Ltd., as a Lender
By: /s/ Chondrea Matthews 
Name: Chondrea Matthews
Title: Associate Director - Settlements





Signature Page to Third Amendment


Transamerica Floating Rate, as a Lender
By: /s/ Chondrea Matthews 
Name:  Chondrea Matthews
Title: Associate Director - Settlements



AMMC CLO 20, LIMITED, as a Lender
By: American Money Management Corp.,
as Collateral Manager
By: /s/ David Meyer 
Name: David Meyer
Title: Senior Vice President
By:   
Name: 
Title: 



AMMC CLO 22, LIMITED, as a Lender
By: American Money Management Corp.,
as Collateral Manager
By: /s/ David Meyer 
Name: David Meyer
Title: Senior Vice President
By:   
Name: 
Title: 





Signature Page to Third Amendment


AMMC CLO XII, LIMITED, as a Lender
By: American Money Management Corp.,
as Collateral Manager
By: /s/ David P. Meyer 
Name: David P. Meyer
Title: Senior Vice President
By:   
Name: 
Title: 



BBVA USA, as a lender
By: /s/ Ramon Garcia 
Name: Ramon Garcia
Title: Director



Banco de Credito e Inversiones, SA – Miami Branch,
as a Lender
By: /s/ Ana C. Escudero 
Name: Ana C. Escudero
Title: Head of Risk & Credit Admin.
By: /s/ Juan Segundo  
Name: Juan Segundo
Title: Head of US Corp.



Bank of America, N.A., as a Lender
By: /s/ Suzanne E. Pickett 
Name: Suzanne E. Pickett
Title: Senior Vice President




Signature Page to Third Amendment


The Bank of East Asia, Limited, Los Angeles Branch,
as a Lender
By: /s/ Chong Tan / /s/ Simon Keung 
Names: Chong Tan / Simon Keung
Titles: SVP & Head of RMU /
General Manager



Bank of Montreal, as a Lender
By: /s/ Sean T. Ball 
Name: Sean T. Ball
Title: Managing Director



THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Efpraxia Frans Braniotis 
Name: Efpraxia Frans Braniotis
Title: Managing Director & Industry Head



Citizens Bank, N.A., as a Lender
By: /s/ Angela Reilly 
Name: Angela Reilly
Title: Senior Vice President



Comerica Bank, as a Lender
By: /s/ Robert D. Yates 
Name: Robert D. Yates
Title: Vice President


Signature Page to Third Amendment


Credit Industriel et Commercial, New York Branch,
as a Lender
By: /s/ Clifford Abramsky 
Name: Clifford Abramsky
Title: Managing Director
By: /s/ Brian Moriarty 
Name: Brian Moriarty
Title: Vice President



CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By: /s/ Gordon Yip 
Name: Gordon Yip
Title: Director
By: /s/ Christopher Rosenkranz  
Name: Christopher Rosenkranz
Title: Director



Fifth Third Bank, National Association,
as a Lender
By: /s/ Lucas J. Barnett 
Name: Lucas J. Barnett
Title: Vice President



FLUSHING BANK, as a Lender
By: /s/ Alan Harris 
Name: Alan Harris
Title: Senior Vice President




Signature Page to Third Amendment


Baloise Senior Secured Loan Fund III, as a Lender
By: Octagon Credit Investors, LLC
as Sub Investment Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity), as a Lender
BY: Octagon Credit Investors, LLC,
as Portfolio Manager 
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



Octagon Senior Secured Credit Master Fund Ltd.,
as a Lender
BY: Octagon Credit Investors, LLC
        as Investment Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 




Signature Page to Third Amendment


Octagon Investment Partners 25, Ltd., as a Lender
By: Octagon Credit Investors, LLC,
as Collateral Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



Octagon Investment Partners 32, LTD., as a Lender
By: Octagon Credit Investors, LLC
as Collateral Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



Octagon Investment Partners 35, Ltd., as a Lender
By: Octagon Credit Investors, LLC
        as Asset Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 




Signature Page to Third Amendment


Octagon Investment Partners 38, Ltd., as a Lender
By: Octagon Credit Investors, LLC
        as Asset Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



Octagon Investment Partners 47, Ltd, as a Lender
By: Octagon Credit Investors, LLC
        As Collateral Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



Octagon Investment Partners XV, Ltd., as a Lender
BY: Octagon Credit Investors, LLC
        as Collateral Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



Signature Page to Third Amendment


Octagon Investment Partners XVI, Ltd., as a Lender
BY: Octagon Credit Investors, LLC
        as Collateral Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



Bandera Strategic Credit Partners II, LP, as a Lender
By: Octagon Credit Investors, LLC
        as Investment Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



CSAA Insurance Exchange, as a Lender
By: Octagon Credit Investors, LLC, as sub-advisor
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 




Signature Page to Third Amendment


Octagon Investment Partners 41, Ltd., as a Lender
By: Octagon Credit Investors, LLC
        as Portfolio Manager
By: /s/ Kimberly Wong Lem 
Name: Kimberly Wong Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



Snowy Range Fund, LLC, as a Lender
By: Octagon Credit Investors, LLC as Manager
By: /s/ Kimberly Lem 
Name: Kimberly Lem
Title: Vice President, Portfolio Administration
By:   
Name: 
Title: 



People's United Bank, National Association, as a Lender
By: /s/ James Riley 
Name: James Riley
Title: Senior Vice President



Raymond James Bank, N.A., as a Lender
By: /s/ Emily Grams 
Name: Emily Grams
Title: Vice President




Signature Page to Third Amendment


Santander Bank, NA, as a Lender
By: /s/ Patrick McMullan 
Name: Patrick McMullan
Title: Senior Vice President



City National Rochdale Fixed Income Opportunities Fund, as a Lender
By: Seix Investment Advisors LLC, as Subadviser
By: /s/ Deirdre A. Dillon 
Name: Deirdre A. Dillon
Title: Chief Compliance Officer



Virtus Seix Floating Rate High Income Fund,
as a Lender
By: Seix Investment Advisors LLC, as Subadviser
By: /s/ Deirdre A. Dillon 
Name: Deirdre A. Dillon
Title: Chief Compliance Officer



Signature Bank, as a Lender
By: /s/ Richard Ohl 
Name: Richard Ohl
Title:  Sr. Vice President



Texas Capital Bank, N.A. as a Lender
By: /s/ Chris Wheeler 
Name: Chris Wheeler
Title: Executive Vice President

Signature Page to Third Amendment


THE TORONTO-DOMINION BANK, NEW YORK BRANCH as a Lender

By: /s/ Michael Borowiecki 
Name:  Michael Borowiecki
Title: Authorized Signatory



TriState Capital Bank, as a Lender
By: /s/ Ellen Frank 
Name: Ellen Frank
Title: Senior Vice President



Truist Bank, as a Lender
By: /s/ Matthew J. Davis 
Name: Matthew J. Davis
Title: Senior Vice President



WEBSTER BANK, N.A., as a Lender
By: /s/ Steven W. Collins 
Name: Steven W. Collins
Title: Vice President



Wells Fargo Bank, National Association, as a Lender
By: /s/ Emma Clifford 
Name: Emma Clifford
Title: Director

Signature Page to Third Amendment
Document
Exhibit 99.1


https://cdn.kscope.io/94d6c730265d43e1b9048eaa2916edf7-image111.jpg
REALOGY REPORTS SECOND QUARTER
2020 FINANCIAL RESULTS


MADISON, N.J. (July 30, 2020) - Realogy Holdings Corp. (NYSE: RLGY), the largest full-service residential real estate services company in the United States, today reported financial results for the second quarter ended June 30, 2020.
"Realogy delivered substantial Operating EBITDA in the quarter as we made rapid moves to navigate through the turbulent environment," said Ryan Schneider, Realogy's chief executive officer and president. "We continued to enhance our digital technology offerings, invest in strategic priorities, and improve our balance sheet. We believe that progress, combined with recent positive market data, positions us well for the future."

"We were agile and efficient throughout the second quarter and successfully managed costs, which helped generate substantial Operating EBITDA and positive Free Cash Flow in the quarter," said Charlotte Simonelli, Realogy's executive vice president, chief financial officer and treasurer. "We took proactive steps to strengthen our Balance Sheet."

Second Quarter 2020 Highlights
Generated Revenue of $1.2 billion, a decrease of 27% or $457 million year-over-year.
Reported Net Income of $28 million from continuing operations and a Net Loss of $14 million including discontinued operations.
Generated Operating EBITDA from continuing operations of $172 million, a decrease of $63 million year-over-year driven by lower transaction volume primarily due to COVID-19, partially offset by cost savings and strong performance at the GRA mortgage JV. (See Table 5a).
Combined closed transaction volume declined 24% in the second quarter. Closed transaction volume improved meaningfully in June to negative 8% year-over-year after reaching a bottom in May 2020.
Delivered substantial cost reductions in the quarter due to mix of temporary and permanent savings.
The GRA mortgage JV continued to contribute meaningfully to our business results, generating $35 million in Operating EBITDA in the second quarter.
Generated Free Cash Flow from continuing operations of $106 million vs. $178 million for the corresponding quarter last year and $47 million including discontinued operations vs. $147 million for the corresponding quarter last year (See Table 7).
Strengthened the balance sheet and improved our debt maturity profile by refinancing our 2021 unsecured notes with new 2025 senior secured second lien notes.




Exhibit 99.1

Second Quarter 2020 Financial Highlights
The following table sets forth Realogy’s financial highlights for the periods presented (in millions, except per share data) (unaudited):
Three Months Ended June 30,
20202019 Change% Change
Revenue$1,207  $1,664  $(457) (27)%
Operating EBITDA 1
172  235  (63) *
Operating EBITDA including discontinued operations 1
175  245  (70) *
Net (loss) income attributable to Realogy(14) 69  (83) (120) 
Adjusted net income 2
54  94  (40) (43) 
Basic (loss) earnings per share(0.12) 0.60  (0.72) (120) 
Adjusted earnings per share 2
0.47  0.82  (0.35) (43) 
Free Cash Flow 3
106  178  (72) (40) 
Free Cash Flow including discontinued operations 3
47  147  (100) (68) 
Net cash provided by operating activities$115  $159  $(44) (28)%
Select Key Drivers
Realogy Franchise Group 4 5
Closed homesale sides 238,085  301,377  (21)%
Average homesale price$321,308  $318,799  %
Realogy Brokerage Group 5
Closed homesale sides71,375  95,251  (25)%
Average homesale price$503,935  $540,725  (7)%
Realogy Title Group
Purchase title and closing units32,028  42,202  (24)%
Refinance title and closing units17,548  5,270  233 %
_______________
Footnotes:
* not meaningful
1 See Tables 5a and 5b. Operating EBITDA is defined as net income (loss) before depreciation and amortization, interest expense, net, income taxes, and other items that are not core to the operating activities of the Company such as restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, gains or losses on discontinued operations and gains or losses on the sale of investments or other assets. Operating EBITDA including discontinued operations is defined as Operating EBITDA, as defined above plus the Operating EBITDA contribution from discontinued operations on the same basis.
2 See Table 1a. Adjusted Net income (loss) is defined as net income (loss) before mark-to-market interest rate swap adjustments, former parent legacy items, restructuring charges, (gain) loss on the early extinguishment of debt, impairments, the tax effect of the foregoing adjustments and net income (loss) from discontinued operations. Adjusted loss per share is Adjusted net loss divided by the weighted average common and common equivalent shares outstanding.
3 See Table 7. Free Cash Flow is defined as net income (loss) attributable to Realogy before income tax expense (benefit), net of payments, net interest expense, cash interest payments, depreciation and amortization, capital expenditures, restructuring costs and former parent legacy costs (benefits), net of payments, impairments, (gain) loss on the early extinguishment of debt and working capital adjustments. Free Cash Flow including discontinued operations is defined as Free Cash Flow, as defined above plus the Free Cash Flow contribution from discontinued operations on the same basis.
4 Includes all franchisees except for Realogy Brokerage Group.
5 The Company's combined homesale transaction volume growth (transaction sides multiplied by average sale price) decreased 24% compared with the second quarter of 2019.
Cartus Relocation Services remained in discontinued operations for the second quarter of 2020 in accordance with GAAP.




Exhibit 99.1

Balance Sheet and Capital Allocation
The Company ended the quarter with cash and cash equivalents of $686 million. Total corporate debt, including the short-term portion, net of cash and cash equivalents (net corporate debt), totaled $3.4 billion at June 30, 2020. The Company's Net Debt Leverage Ratio was 5.6x at June 30, 2020 (see Table 8b).
The Company expects to continue to prioritize investing in its business and reducing leverage over other potential uses of cash.
Improved Debt Maturity Profile in Second Quarter 2020
In June 2020, the Company redeemed its outstanding $550 million 5.25% Senior Notes due 2021 using the net proceeds from its issuance of $550 million 7.625% Senior Secured Second Lien Notes due 2025, together with cash on hand. As a result, the Company’s nearest debt maturity is not until early 2023 (other than amortization payments under its senior secured credit facilities).
Amendments to Senior Secured Credit and Term Loan A Agreements
The Company's senior secured leverage ratio at June 30, 2020 was 3.29x (see Table 8a), well within the 4.75 to 1 ratio required as of that date for it to maintain compliance under its secured credit facilities. As an example of our continued commitment to proactively and prudently manage our balance sheet, we opportunistically amended our senior secured credit agreement and term loan A agreement on July 24, 2020. Under the amendments, Realogy must maintain a senior secured leverage ratio not to exceed 6.50 to 1.00 commencing with the third quarter of 2020 through and including the second quarter of 2021. The required ratio thereafter will step down on a quarterly basis to 4.75 to 1.00 (the level applicable prior to the amendments) on and after the second quarter of 2022. Unless terminated earlier by us or pursuant to the terms of the amendments, certain negative covenants are tightened until we deliver our covenant compliance certificate to the lenders for the third quarter of 2021. The amendments leave unchanged the commitments and pricing under the agreements.
A consolidated balance sheet is included as Table 2 of this press release.
Investor Conference Call
Today, July 30, at 5:00 p.m. (ET), Realogy will hold a conference call via webcast to review its Q2 2020 results and provide a business update. The webcast will be hosted by Ryan Schneider, chief executive officer and president, and Charlotte Simonelli, chief financial officer, and will conclude with an investor Q&A period with management.
Investors may access the conference call live via webcast at ir.realogy.com or by dialing (833) 646-0499 (toll free); international participants should dial (918) 922-3007. Please dial in at least 5 to 10 minutes prior to start time. A webcast replay also will be available on the website.
About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is the leading and most integrated provider of U.S. residential real estate services, encompassing franchise, brokerage, and title and settlement businesses as well as a mortgage joint venture. Realogy's diverse brand portfolio includes some of the most recognized names in real estate: Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, and Sotheby's International Realty®. Using innovative technology, data and marketing products, best-in-class learning and support services, and high-quality lead generation programs, Realogy fuels the productivity of independent sales agents, helping them build stronger businesses and best serve today’s consumers. Realogy's affiliated brokerages operate around the world with approximately 187,500 independent sales agents in the United States and more than 130,800 independent sales agents in 114 other countries and territories. Recognized for nine consecutive years as one of the World’s Most Ethical Companies, Realogy has also been designated a Great Place to Work and one of Forbes’ Best Employers for Diversity. Realogy is headquartered in Madison, New Jersey.




Exhibit 99.1

Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Holdings Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "potential" and "plans" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.
The following include some, but not all, of the factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the coronavirus disease (COVID-19) pandemic: the extent, duration and severity of the spread of the COVID-19 pandemic and economic consequences stemming from the COVID-19 crisis (including a potential significant economic contraction) as well as related risks and the impact of any of the foregoing on our business, results of operations and liquidity; adverse developments or the absence of sustained improvement in general business, economic or political conditions or the U.S. residential real estate markets, either regionally or nationally, including but not limited to a decline in consumer confidence or spending, weak capital, credit and financial markets and/or the instability of financial institutions, economic stagnation or contraction in the U.S. economy, including the impact of recessions, slow economic growth, or a deterioration in other economic factors (including potential consumer, business or governmental defaults or delinquencies due to the COVID-19 crisis or otherwise), continued or accelerated declines in home inventory levels, increased levels of unemployment and/or declining wages or stagnant wage growth in the U.S., an increase in potential homebuyers with low credit ratings, inability to afford down payments, or other mortgage challenges due to disrupted earnings, including constraints on the availability of mortgage financing, an increase in foreclosure activity, a decline or lack of improvement in the number of homesales, stagnant or declining home prices, a reduction in the affordability of housing, a lack of improvement or deceleration in the building of new housing, the potential negative impact of certain provisions of the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act") on home values over time in states with high property, sales and state and local income taxes or on homeownership rates, and/or geopolitical and economic instability; risks associated with our substantial indebtedness, interest obligations and the restrictions contained in our debt agreements, including risks relating to our ability to comply with the financial covenant under the Senior Secured Credit Facility and Term Loan A Facility and generate sufficient cash flows to service our debt (in particular if the COVID-19 crisis continues for a prolonged period) as well as risks relating to our having to dedicate a significant portion of our cash flows from operations to service our debt and our ability to refinance or repay our indebtedness or incur additional indebtedness; risks related to disruptions in the securitization markets, including in connection with the COVID-19 crisis, which may adversely impact our ability to continue to securitize certain of the relocation assets of Cartus Relocation Services or increase our cost of funding; the impact of increased competition in the industry for clients, for the affiliation of independent sales agents and for the affiliation of franchisees on our results of operations and market share; the impact of disruption in the residential real estate brokerage industry, and on our results of operations and financial condition, as a result of listing aggregator concentration and market power; continuing pressure on the share of gross commission income paid by our company owned brokerages and affiliated franchisees to affiliated independent sales agents and sales agent teams; our inability to develop products, technology and programs (including our company-directed affinity programs) that support our business strategy; our geographic and high-end market concentration; our inability to enter into franchise agreements with new franchisees or renew existing franchise agreements without reducing contractual royalty rates or increasing the amount and prevalence of sales incentives; the lack of revenue growth or declining profitability of our franchisees and company owned brokerage operations or declines in other revenue streams; increases in uncollectible accounts receivable and note reserves as a result of the adverse financial effects of the COVID-19 crisis on our franchisees and relocation clients; the potential impact of negative industry or business trends (including further declines in our market capitalization) on our valuation of goodwill and intangibles; the extent of the negative impact of the discontinuation of the USAA affinity program on our revenues and profits derived from affinity program referrals (including downstream revenue); the loss of our next largest affinity client or multiple significant relocation clients; risks related to our ongoing litigation with affiliates of Madison Dearborn Partners, LLC and SIRVA Worldwide,


Exhibit 99.1

Inc. regarding the planned sale of Cartus Relocation Services, including that such transaction will not close; changes in corporate relocation practices resulting in fewer employee relocations, reduced relocation benefits and/or increasing competition in corporate relocation; an increase in the experienced claims losses of our title underwriter; our failure or alleged failure to comply with laws, regulations and regulatory interpretations and any changes or stricter interpretations of any of the foregoing (whether through private litigation or governmental action), including but not limited to (i) state or federal employment laws or regulations that would require reclassification of independent contractor sales agents to employee status, (ii) privacy or data security laws and regulations, (iii) the Real Estate Settlement Procedures Act (RESPA) or other federal or state consumer protection or similar laws and (iv) antitrust laws and regulations; risks related to the impact on our operations and financial results that may be caused by any future meaningful changes in industry operations or structure as a result of governmental pressures (including pressures for lower brokerage commission rates), the actions of certain competitors, the introduction or growth of certain competitive models, changes to the rules of the multiple listing services, or otherwise; and risks and growing costs related to both cybersecurity threats to our data and customer, franchisee, employee and independent sales agent data, as well as those related to our compliance with the growing number of laws, regulations and other requirements related to the protection of personal information.
Consideration should be given to the areas of risk described above, as well as those risks set forth under the headings "Forward-Looking Statements" and "Risk Factors" in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and our Annual Report on Form 10-K for the year ended December 31, 2019, and our other filings made from time to time, in connection with considering any forward-looking statements that may be made by us and our businesses generally. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events except as required by law.
Non-GAAP Financial Measures
This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, important information regarding such measures is contained in the Tables attached to this release. See Tables 1a, 8a and 9 for definitions of these non-GAAP financial measures and Tables 1a, 5a, 5b, 6a, 6b, 7, 8a and 8b for reconciliations of the historical non-GAAP financial measures to their most comparable GAAP terms.
Investor Contacts:Media Contacts:
Alicia SwiftTrey Sarten
(973) 407-4669(973) 407-2162
alicia.swift@realogy.comtrey.sarten@realogy.com
Danielle Kloeblen
(973) 407-2148
danielle.kloeblen@realogy.com



Realogy Reports Financial Results for Second Quarter 2020      6


Table 1

REALOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
 Three Months Ended
June 30,
Six Months Ended
June 30,
 2020201920202019
Revenues
Gross commission income$919  $1,310  $1,769  $2,109  
Service revenue172  183  323  312  
Franchise fees85  112  156  182  
Other31  59  75  115  
Net revenues1,207  1,664  2,323  2,718  
Expenses
Commission and other agent-related costs685  955  1,315  1,530  
Operating286  343  611  673  
Marketing40  69  99  137  
General and administrative59  68  133  148  
Restructuring costs, net14   25  18  
Impairments  454   
Depreciation and amortization46  43  91  84  
Interest expense, net59  80  160  143  
Loss on the early extinguishment of debt —    
Total expenses1,204  1,569  2,896  2,741  
Income (loss) from continuing operations before income taxes, equity in earnings and noncontrolling interests
 95  (573) (23) 
Income tax expense (benefit) from continuing operations11  33  (121)  
Equity in earnings of unconsolidated entities(36) (7) (45) (8) 
Net income (loss) from continuing operations28  69  (407) (16) 
(Loss) income from discontinued operations, net of tax(9)  (14) (13) 
Estimated loss on the sale of discontinued operations, net of tax(32) —  (54) —  
Net (loss) income from discontinued operations(41)  (68) (13) 
Net (loss) income(13) 70  (475) (29) 
Less: Net income attributable to noncontrolling interests(1) (1) (1) (1) 
Net (loss) income attributable to Realogy Holdings$(14) $69  $(476) $(30) 
Basic (loss) earnings per share attributable to Realogy Holdings shareholders:
Basic earnings (loss) per share from continuing operations$0.23  $0.59  $(3.55) $(0.15) 
Basic (loss) earnings per share from discontinued operations(0.35) 0.01  (0.59) (0.11) 
Basic (loss) earnings per share$(0.12) $0.60  $(4.14) $(0.26) 
Diluted (loss) earnings per share attributable to Realogy Holdings shareholders:
Diluted earnings (loss) per share from continuing operations$0.23  $0.59  $(3.55) $(0.15) 
Diluted (loss) earnings per share from discontinued operations(0.35) 0.01  (0.59) (0.11) 
Diluted (loss) earnings per share$(0.12) $0.60  $(4.14) $(0.26) 
Weighted average common and common equivalent shares of Realogy Holdings outstanding:
Basic115.4  114.3  115.0  114.1  
Diluted116.2  114.9  115.0  114.1  



Realogy Reports Financial Results for Second Quarter 2020      7

Table 1a
REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION
ADJUSTED NET INCOME (LOSS) AND ADJUSTED EARNINGS (LOSS) PER SHARE
(In millions, except per share data)
We present Adjusted net income (loss) and Adjusted earnings (loss) per share because we believe these measures are useful as supplemental measures in evaluating the performance of our operating businesses and provides greater transparency into our operating results.
Adjusted net income (loss) is defined by us as net income (loss) before: (a) mark-to-market interest rate swap adjustments, whose fair value is subject to movements in LIBOR and the forward yield curve and therefore are subject to significant fluctuations; (b) former parent legacy items, which pertain to liabilities of the former parent for matters prior to mid-2006 and are non-operational in nature; (c) restructuring charges as a result of initiatives currently in progress; (d) the (gain) loss on the early extinguishment of debt that results from refinancing and deleveraging debt initiatives; (e) impairments; (f) the tax effect of the foregoing adjustments and (g) net (income) loss from discontinued operations. The gross amounts for these items as well as the adjustment for income taxes are shown in the table below.
Adjusted earnings (loss) per share is Adjusted net income (loss) divided by the weighted average common and common equivalent shares outstanding.
Set forth in the table below is a reconciliation of Net (loss) income to Adjusted net income (loss) for the three and six months ended June 30, 2020 and 2019:
 Three Months Ended June 30, Six Months Ended June 30,
2020201920202019
Net (loss) income attributable to Realogy Holdings$(14) $69  $(476) $(30) 
Addback:
Mark-to-market interest rate swap losses 24  59  38  
Restructuring costs, net14   25  18  
Impairments (a)  454   
Loss on the early extinguishment of debt —    
Adjustments for tax effect (b)(10) (9) (147) (17) 
Net loss (income) from discontinued operations41  (1) 68  13  
Adjusted net income (loss) attributable to Realogy Holdings$54  $94  $(9) $30  
(Loss) earnings per share attributable to Realogy Holdings:
Basic (loss) earnings per share:$(0.12) $0.60  $(4.14) $(0.26) 
Diluted (loss) earnings per share:$(0.12) $0.60  $(4.14) $(0.26) 
Adjusted earnings (loss) per share attributable to Realogy Holdings:
Adjusted basic earnings (loss) per share:$0.47  $0.82  $(0.08) $0.26  
Adjusted diluted earnings (loss) per share:$0.46  $0.82  $(0.08) $0.26  
Weighted average common and common equivalent shares outstanding:
Basic:115.4  114.3  115.0  114.1  
Diluted:116.2  114.9  115.0  114.1  
_______________
(a)Impairments for the six months ended June 30, 2020 primarily include a goodwill impairment charge of $413 million, which reduced the net carrying value of Realogy Brokerage Group by $314 million after accounting for the related income tax benefit of $99 million, and an impairment charge of $30 million which reduced the carrying value of trademarks at Realogy Franchise Group.
(b)Reflects tax effect of adjustments at the Company's blended state and federal statutory rate.


Realogy Reports Financial Results for Second Quarter 2020      8

Table 2
REALOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
June 30,
2020
December 31,
2019
ASSETS
Current assets:
Cash and cash equivalents$686  $235  
Trade receivables (net of allowance for doubtful accounts of $14 and $11)92  79  
Other current assets173  147  
Current assets - held for sale631  750  
Total current assets1,582  1,211  
Property and equipment, net293  308  
Operating lease assets, net491  515  
Goodwill2,887  3,300  
Trademarks643  673  
Franchise agreements, net1,126  1,160  
Other intangibles, net70  72  
Other non-current assets341  304  
Total assets$7,433  $7,543  
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$86  $84  
Current portion of long-term debt868  234  
Current portion of operating lease liabilities121  122  
Accrued expenses and other current liabilities332  350  
Current liabilities - held for sale231  356  
Total current liabilities1,638  1,146  
Long-term debt3,175  3,211  
Long-term operating lease liabilities455  467  
Deferred income taxes249  390  
Other non-current liabilities291  233  
Total liabilities5,808  5,447  
Commitments and contingencies
Equity:
Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at June 30, 2020 and December 31, 2019—  —  
Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 115,424,033 shares issued and outstanding at June 30, 2020 and 114,355,519 shares issued and outstanding at December 31, 2019  
Additional paid-in capital4,847  4,842  
Accumulated deficit(3,171) (2,695) 
Accumulated other comprehensive loss(56) (56) 
Total stockholders' equity1,621  2,092  
Noncontrolling interests  
Total equity1,625  2,096  
Total liabilities and equity$7,433  $7,543  



Realogy Reports Financial Results for Second Quarter 2020      9

Table 3
REALOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 Six Months Ended
June 30,
 20202019
Operating Activities
Net loss$(475) $(29) 
Net loss from discontinued operations68  13  
Net loss from continuing operations(407) (16) 
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization91  84  
Deferred income taxes(117) (2) 
Impairments454   
Amortization of deferred financing costs and debt discount  
Loss on the early extinguishment of debt  
Equity in earnings of unconsolidated entities(45) (8) 
Stock-based compensation10  14  
Mark-to-market adjustments on derivatives59  38  
Other adjustments to net loss—  (2) 
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:
Trade receivables(13) (43) 
Other assets(9) (13) 
Accounts payable, accrued expenses and other liabilities(15) 48  
Dividends received from unconsolidated entities22   
Other, net(8) (1) 
Net cash provided by operating activities from continuing operations35  113  
Net cash used in operating activities from discontinued operations(2) (57) 
Net cash provided by operating activities33  56  
Investing Activities
Property and equipment additions(41) (50) 
Payments for acquisitions, net of cash acquired(1) (1) 
Investment in unconsolidated entities(2) (10) 
Other, net(11)  
Net cash used in investing activities from continuing operations(55) (58) 
Net cash used in investing activities from discontinued operations(8) (4) 
Net cash used in investing activities$(63) $(62) 


Realogy Reports Financial Results for Second Quarter 2020      10

 Six Months Ended
June 30,
 20202019
Financing Activities
Net change in Revolving Credit Facility$625  $60  
Proceeds from issuance of Senior Secured Second Lien Notes550  —  
Proceeds from issuance of Senior Notes—  550  
Redemption of Senior Notes(550) (450) 
Amortization payments on term loan facilities(19) (15) 
Debt issuance costs(8) (9) 
Cash paid for fees associated with early extinguishment of debt(7) (4) 
Repurchase of common stock—  (20) 
Dividends paid on common stock—  (21) 
Taxes paid related to net share settlement for stock-based compensation(5) (6) 
Payments of contingent consideration related to acquisitions—  (2) 
Other, net(15) (13) 
Net cash provided by financing activities from continuing operations571  70  
Net cash used in financing activities from discontinued operations(103) (24) 
Net cash provided by financing activities468  46  
Effect of changes in exchange rates on cash, cash equivalents and restricted cash—  —  
Net increase in cash, cash equivalents and restricted cash438  40  
Cash, cash equivalents and restricted cash, beginning of period266  238  
Cash, cash equivalents and restricted cash, end of period704  278  
Less cash, cash equivalents and restricted cash of discontinued operations, end of period18  18  
Cash, cash equivalents and restricted cash of continuing operations, end of period$686  $260  
Supplemental Disclosure of Cash Flow Information
Interest payments for continuing operations$102  $95  
Income tax payments for continuing operations, net—   



Realogy Reports Financial Results for Second Quarter 2020      11

Table 4a

REALOGY HOLDINGS CORP.
2020 vs. 2019 KEY DRIVERS
Three Months Ended June 30, Six Months Ended June 30,
20202019% Change20202019% Change
Realogy Franchise Group (a)
Closed homesale sides 238,085  301,377  (21)%441,273  504,039  (12)%
Average homesale price$321,308  $318,799  %$321,841  $310,581  %
Average homesale broker commission rate2.49 %2.47 % bps2.48 %2.47 % bps
Net royalty per side$324  $331  (2)%$321  $320  — %
Realogy Brokerage Group
Closed homesale sides71,375  95,251  (25)%133,916  155,693  (14)%
Average homesale price$503,935  $540,725  (7)%$517,888  $529,543  (2)%
Average homesale broker commission rate2.43 %2.41 % bps2.42 %2.41 % bps
Gross commission income per side$12,863  $13,758  (7)%$13,206  $13,546  (3)%
Realogy Title Group
Purchase title and closing units32,028  42,202  (24)%60,752  70,246  (14)%
Refinance title and closing units17,548  5,270  233 %26,447  9,281  185 %
Average fee per closing unit$2,062  $2,356  (12)%$2,151  $2,320  (7)%
_______________
(a)Includes all franchisees except for Realogy Brokerage Group.



Realogy Reports Financial Results for Second Quarter 2020      12

Table 4b

REALOGY HOLDINGS CORP.
2019 KEY DRIVERS
Quarter EndedYear Ended
March 31,
2019
June 30,
2019
September 30,
2019
December 31,
2019
December 31,
2019
Realogy Franchise Group (a)
Closed homesale sides 202,662  301,377  299,937  257,524  1,061,500  
Average homesale price$298,361  $318,799  $314,984  $322,713  $314,769  
Average homesale broker commission rate2.48 %2.47 %2.47 %2.46 %2.47 %
Net royalty per side$303  $331  $329  $338  $327  
Realogy Brokerage Group
Closed homesale sides 60,442  95,251  92,399  77,560  325,652  
Average homesale price $511,922  $540,725  $509,425  $523,024  $522,282  
Average homesale broker commission rate2.41 %2.41 %2.41 %2.39 %2.41 %
Gross commission income per side$13,212  $13,758  $13,000  $13,147  $13,296  
Realogy Title Group
Purchase title and closing units28,044  42,202  41,619  34,345  146,210  
Refinance title and closing units4,011  5,270  8,014  9,294  26,589  
Average fee per closing unit$2,267  $2,356  $2,288  $2,267  $2,297  
_______________
(a)Includes all franchisees except for Realogy Brokerage Group.


Realogy Reports Financial Results for Second Quarter 2020      13

Table 5a
REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION - OPERATING EBITDA AND
OPERATING EBITDA INCLUDING DISCONTINUED OPERATIONS
THREE MONTHS ENDED JUNE 30, 2020 AND 2019
(In millions)
Set forth in the tables below is a reconciliation of Net (loss) income attributable to Realogy Holdings to Operating EBITDA and Operating EBITDA including discontinued operations for the three-month periods ended June 30, 2020 and 2019:
Three Months Ended June 30,
20202019
Net (loss) income attributable to Realogy Holdings$(14) $69  
Less: Net (loss) income from discontinued operations(41)  
Add: Income tax expense from continuing operations11  33  
Income from continuing operations attributable to Realogy Holdings before income taxes38  101  
Add: Depreciation and amortization46  43  
Interest expense, net59  80  
Restructuring costs, net (a)14   
Impairments (b)  
Loss on the early extinguishment of debt (c) —  
Operating EBITDA172  235  
Contribution from discontinued operations 10  
Operating EBITDA including discontinued operations$175  $245  
The following table reflects Revenue, Operating EBITDA and Operating EBITDA margin by reportable segments:
 Revenues (d)$ Change%
Change
Operating EBITDA$ Change% ChangeOperating EBITDA MarginChange
 202020192020201920202019
Realogy Franchise Group$179  $260  $(81) (31)%$122  $180  $(58) (32)%68 %69 %(1)