Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ss4PlTjNS4d8ebVKOZCPVjnTeDXf3T8QSQplhY/oepv6T/GF4OQrYik4TTvDoumz 4kz60XsKj91MlaXGZD5T2w== 0001193125-10-280649.txt : 20101215 0001193125-10-280649.hdr.sgml : 20101215 20101215080024 ACCESSION NUMBER: 0001193125-10-280649 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20101214 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101215 DATE AS OF CHANGE: 20101215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALOGY CORP CENTRAL INDEX KEY: 0001355001 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 204381990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-148153 FILM NUMBER: 101252189 BUSINESS ADDRESS: STREET 1: ONE CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-407-2000 MAIL ADDRESS: STREET 1: ONE CAMPUS DRIVE CITY: PARSIPPANY STATE: NJ ZIP: 07054 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): December 15, 2010 (December 14, 2010)

Realogy Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

333-148153

20-4381990

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

One Campus Drive

Parsippany, NJ 07054

(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 (see General Instruction A.2. below):

¨	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))

Item 1.01

Entry into a Material Definitive Agreement.

On December 14, 2010, Realogy Corporation, a Delaware corporation (the “Company”), entered into the following supplemental indentures: (i) Supplemental Indenture No. 17 (the “Existing Senior Cash Notes Supplemental Indenture”) among the Company, the guarantors named therein and The Bank of New York Mellon (the “Trustee”), as successor trustee to Wells Fargo Bank, National Association (“Wells Fargo”) to the indenture, dated as of April 10, 2007, among the Company, the guarantors named therein and the Trustee, as successor trustee to Wells Fargo, relating to the Company’s 10.50% Senior Notes due 2014 (as supplemented, the “Existing Senior Cash Note Indenture”) and (ii) Supplemental Indenture No. 17 (the “Existing Senior Toggle Notes Supplemental Indenture” and, together with the Existing Senior Cash Notes Supplemental Indenture, the “Supplemental Indentures”) among the Company, the guarantors named therein and the Trustee, as successor trustee to Wells Fargo to the indenture, dated as of April 10, 2007, among the Company, the guarantors named therein and the Trustee, as successor trustee to Wells Fargo, relating to the Company’s 11.00%/11.75% Senior Toggle Notes due 2014 (as supplemented, the “Existing Senior Toggle Note Indenture” and, together with the Existing Senior Cash Notes Indenture, the “Existing Senior Indentures”).

The Supplemental Indentures amend the Existing Senior Indentures by eliminating substantially all of the restrictive covenants and certain of the default provisions contained in the Existing Senior Indentures, as described below (the “Amendments”). Each of the Existing Senior Indentures provides that supplemental indentures of these types may be entered into upon receipt of consents from holders representing a majority in aggregate principal amount of the 10.50% Senior Notes due 2014 and the 11.00%/11.75% Senior Toggle Notes due 2014 (collectively, the “Existing Senior Notes”), excluding Existing Senior Notes held by the Company or its affiliates, under the applicable Existing Senior Indenture. Prior to the execution of the Supplemental Indentures, the Company solicited and received the required consents to the Amendments in connection with its offers to exchange and consent solicitations for its outstanding Existing Senior Notes (the “Exchange Offers”). The Amendments will not become operative unless and until the Exchange Offers are consummated. The Exchange Offers will expire at Midnight, New York City time, on December 29, 2010, unless extended or earlier terminated by the Company (the “Expiration Time”).

The Amendments change the terms of the Existing Senior Indentures as follows:

The Amendments eliminate the following sections of the Existing Senior Indentures:


Existing Section Number		Caption
SECTION 4.03		Reports and Other Information.
SECTION 4.05		Taxes.
SECTION 4.07		Limitation on Restricted Payments.
SECTION 4.08		Dividend and Other Payment Restrictions Affecting Subsidiaries.
SECTION 4.09		Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.
SECTION 4.10		Asset Sales.
SECTION 4.11		Transactions with Affiliates.
SECTION 4.12		Liens.
SECTION 4.13		Corporate Existence.
SECTION 4.14		Offer to Repurchase Upon Change of Control.
SECTION 4.15		Future Note Guarantors.


SECTION 5.01(a) Paragraph (4)		Merger, Amalgamation Consolidation or Sale of All or Substantially All Assets.
SECTION 6.01(a) Paragraphs (4), (5) and (8)		Events of Default.

Copies of the Supplemental Indentures are attached hereto as Exhibits and incorporated herein by reference. The foregoing description of the Supplemental Indentures is qualified in its entirety by reference to the full text of the Supplemental Indentures.

Item 3.03.

Material Modification to Rights of Security Holders.

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the execution of the Supplemental Indentures is incorporated by reference in this Item 3.03.

Item 7.01.

Regulation FD Disclosure.

The following information is being furnished pursuant to this Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

As used below, the terms “Realogy,” “we” and “our” refer to Realogy Corporation and its consolidated subsidiaries.

The Company is providing the following information to holders of its Existing Notes in connection with the Exchange Offers:

Beneficial Ownership of Certain Holders

Based on the participation levels in the Exchange Offers as of 5:00 p.m., New York City time, on December 14, 2010 (the “Consent Time”), and assuming that (i) no eligible holders tender Existing Notes in the Exchange Offers after the Consent Time and (ii) that all Convertible Notes are converted into shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Domus Holdings Corp., a Delaware corporation (“Holdings”) and the indirect parent of Realogy, investment funds managed by Apollo Management VI, L.P. or one of its affiliates (together with its affiliates, “Apollo”) and Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it (“Paulson”) would beneficially own approximately 67.5% and 21.9%, respectively, of the total outstanding shares of common stock of Holdings (the “Common Stock”) on an as-converted basis (not including shares of Common Stock held by management for which Apollo exercises voting power). Based on the participation levels in the Exchange Offers as of the Consent Time, and assuming that (i) the remaining Existing Notes in each series are validly tendered in the Exchange Offers after the Consent Time for Convertible Notes on a pro rata basis up to the Convertible Notes Limit and (ii) that all Convertible Notes are converted into shares of Class A Common Stock, Apollo and Paulson would own approximately 61.3% and 19.9%, respectively, of the total outstanding shares of Common Stock on an as-converted basis (not including shares of Common Stock held by management for which Apollo exercises voting power).

As of the Consent Time, Apollo, Paulson and Avenue informed the Company that they tendered approximately $1,338 million, $494 million and $314 million aggregate principal amount of Existing Notes, respectively, in the Exchange Offers, pursuant to the terms of the previously disclosed support agreement they entered into prior to the commencement of the Exchange Offers. Pursuant to the terms of

such support agreement, Apollo, Paulson and Avenue continue to be obligated to tender any Existing Notes acquired through the Expiration Time.

Item 8.01.

Other Events.

On December 15, 2010, the Company issued a press release announcing the results of the Exchange Offers as of the Consent Time and the Company’s entry into the Supplemental Indentures. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

In addition to the Supplemental Indentures described in Item 1.01 above, additionally attached hereto as Exhibits are the Company’s previously executed supplemental indentures dated October 15, 2010 adding a subsidiary guarantor and supplemental indentures dated November 30, 2010 adding Holdings as a guarantor.


Exhibit Number		Exhibit

4.1		Supplemental Indenture No. 15 dated October 15, 2010, to the 10.50% Senior Notes Indenture.

4.2		Supplemental Indenture No. 15 dated October 15, 2010, to the 11.00%/11.75% Senior Toggle Notes Indenture.

4.3		Supplemental Indenture No. 15 dated October 15, 2010, to the 12.375% Senior Subordinated Notes Indenture.

4.4		Supplemental Indenture No. 16 dated November 30, 2010, to the 10.50% Senior Notes Indenture.

4.5		Supplemental Indenture No. 16 dated November 30, 2010, to the 11.00%/11.75% Senior Toggle Notes Indenture.

4.6		Supplemental Indenture No. 16 dated November 30, 2010, to the 12.375% Senior Subordinated Notes Indenture.

4.7		Supplemental Indenture No. 17 dated December 14, 2010, to the 10.50% Senior Notes Indenture.

4.8		Supplemental Indenture No. 17 dated December 14, 2010, to the 11.00%/11.75% Senior Toggle Notes Indenture.

99.1		Press Release issued December 15, 2010.

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 Corporation

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

Date: December 15, 2010

INDEX TO EXHIBITS


Exhibit Number		Exhibit

4.1		Supplemental Indenture No. 15 dated October 15, 2010, to the 10.50% Senior Notes Indenture.

4.2		Supplemental Indenture No. 15 dated October 15, 2010, to the 11.00%/11.75% Senior Toggle Notes Indenture.

4.3		Supplemental Indenture No. 15 dated October 15, 2010, to the 12.375% Senior Subordinated Notes Indenture.

4.4		Supplemental Indenture No. 16 dated November 30, 2010, to the 10.50% Senior Notes Indenture.

4.5		Supplemental Indenture No. 16 dated November 30, 2010, to the 11.00%/11.75% Senior Toggle Notes Indenture.

4.6		Supplemental Indenture No. 16 dated November 30, 2010, to the 12.375% Senior Subordinated Notes Indenture.

4.7		Supplemental Indenture No. 17 dated December 14, 2010, to the 10.50% Senior Notes Indenture.

4.8		Supplemental Indenture No. 17 dated December 14, 2010, to the 11.00%/11.75% Senior Toggle Notes Indenture.

99.1		Press Release issued December 15, 2010.

EX-4.1 2 dex41.htm SUPPLEMENTAL INDENTURE NO. 15 TO THE 10.50% SENIOR NOTES INDENTURE Supplemental Indenture No. 15 to the 10.50% Senior Notes Indenture

Exhibit 4.1

SUPPLEMENTAL INDENTURE NO. 15

(SENIOR FIXED RATE NOTES)

Supplemental Indenture No. 15 (this “Supplemental Indenture”), dated as of October 15, 2010, between the new guarantor on the signature page hereto (the “Guaranteeing Subsidiary”), a subsidiary of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Note Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 10, 2007, providing for the issuance of an unlimited aggregate principal amount of 10.50% Senior Notes due 2014 (the “Notes”);

WHEREAS, Section 4.15 of the Indenture provides that under certain circumstances the Issuer is required to cause the Guaranteeing Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Guaranteeing Subsidiary and the Trustee are authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Note Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest on the Notes and all other monetary obligations of the Issuer under the Indenture and the Notes will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so

guaranteed or any performance so guaranteed for whatever reason, the Note Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or any other Note Guarantee, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Note Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Note Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Note Guarantee.

(h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Note Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under Article 10 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of the Guaranteeing Subsidiary under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

(j) This Note Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer or any Note Guarantor for liquidation, reorganization, should the Issuer or Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s or any Note Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Note Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Note Guarantee shall be a general unsecured senior obligation of the Guaranteeing Subsidiary, ranking pari passu with all existing and future Senior Pari Passu Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that its Note Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(b) of the Indenture, the Guaranteeing Subsidiary may not, and the Issuer will not permit the Guaranteeing Subsidiary to, consolidate, amalgamate or merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(1) either (a) the Guaranteeing Subsidiary is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Note Guarantor”) and the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) expressly assumes all the obligations of the Guaranteeing Subsidiary under this Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee, or (b) such sale or disposition or consolidation, amalgamation or merger is not in violation of Section 4.10 of the Indenture;

(2) the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture (if any) comply with the Indenture; and

(3) immediately after such transaction, no Default or Event of Default exists.

(b) Except as otherwise provided in the Indenture, the Successor Note Guarantor (if other than the Guaranteeing Subsidiary) will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, and the Guaranteeing Subsidiary will automatically be released and discharged from its obligations under the Indenture and the Guaranteeing Subsidiary’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the Guaranteeing Subsidiary will not be released from its obligations under the Note Guarantee. Notwithstanding the foregoing, (1) the Guaranteeing Subsidiary may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating the Guaranteeing Subsidiary in another state of the United States, the District of Columbia or any territory of the United States so long as the amount of Indebtedness, Preferred Stock and Disqualified Stock of the Guaranteeing Subsidiary is not increased thereby and (2) the Guaranteeing Subsidiary may merge, amalgamate or consolidate with another Guaranteeing Subsidiary or the Issuer.

(c) In addition, notwithstanding the foregoing, the Guaranteeing Subsidiary may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets (collectively, a “Transfer”) to (x) the Issuer or any Note Guarantor or (y) any Restricted Subsidiary that is not a Note Guarantor; provided that at the time of each such Transfer pursuant to clause (y) the aggregate amount of all such Transfers since the Issue Date shall not exceed the greater of $625.0 million and 5.0% of Total Assets after giving effect to each such Transfer and including all Transfers of the Guaranteeing Subsidiary and the Note Guarantors occurring from and after the Issue Date (excluding Transfers in connection with the Transactions).

(5) Releases.

The Note Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1) (a) the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary), of the Guaranteeing Subsidiary if such sale, disposition or other transfer is made in compliance with the applicable provisions of the Indenture;

(b) the Issuer designating the Guaranteeing Subsidiary to be an Unrestricted Subsidiary in accordance with the provisions set forth under 4.07 of the Indenture and the definition of “Unrestricted Subsidiary”;

(c) the release or discharge of such Restricted Subsidiary from (x) its guarantee of Indebtedness under the Credit Agreement (including by reason of the termination of the Credit Agreement) and/or (y) the guarantee of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock (except in each case a discharge or release by or as a result of payment under such guarantee) that resulted in the obligation to guarantee the Notes, in the case of each of clauses (x) and (y) if the Guaranteeing Subsidiary would not then otherwise be required to guarantee the Notes pursuant to this Indenture; provided, that if such Person has incurred any Indebtedness or issued any Disqualified Stock in reliance on its status as a

Note Guarantor under Section 4.09 of the Indenture, the Guaranteeing Subsidiary’s obligations under such Indebtedness or Disqualified Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred under Section 4.09 of the Indenture; or

(d) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) in the case of clause (1)(a) above, the release of the Guaranteeing Subsidiary from its guarantee, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary.

In addition, a Note Guarantee will also be automatically released upon the Guaranteeing Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing Bank Indebtedness or other exercise of remedies in respect thereof.

(6) No Recourse Against Others. No director, officer, employee, incorporator or holder of any Equity Interests of the Guaranteeing Subsidiary or any direct or indirect parent (other than the Guaranteeing Subsidiary) shall have any liability for any obligations of the Issuer or the Note Guarantors (including the Guaranteeing Subsidiary) under the Notes, the Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts/Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Note Guarantee are knowingly made in contemplation of such benefits.

(13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


NRT PHILADELPHIA LLC

By:		/s/ Seth Truwit
		Name: Seth Truwit
		Title: Senior Vice President and Assistant Secretary

THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee

By:		/s/ Raymond K. O’Neil
		Name: Raymond K. O’Neil
		Title: Senior Associate

EX-4.2 3 dex42.htm SUPPLEMENTAL INDENTURE NO. 15 TO THE 11.00%/11.75% SENIOR TOGGLE NOTES INDENTURE Supplemental Indenture No. 15 to the 11.00%/11.75% Senior Toggle Notes Indenture

Exhibit 4.2

SUPPLEMENTAL INDENTURE NO. 15

(TOGGLE NOTES)

W I T N E S S E T H

WHEREAS, pursuant to Section 9.01 of the Indenture, the Guaranteeing Subsidiary and the Trustee are authorized to execute and deliver this Supplemental Indenture.

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(3) immediately after such transaction, no Default or Event of Default exists.

(5) Releases.

such Person has incurred any Indebtedness or issued any Disqualified Stock in reliance on its status as a Note Guarantor under Section 4.09 of the Indenture, the Guaranteeing Subsidiary’s obligations under such Indebtedness or Disqualified Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred under Section 4.09 of the Indenture; or

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts/Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


NRT PHILADELPHIA LLC

By:		/s/ Seth Truwit
		Name: Seth Truwit
		Title: Senior Vice President and Assistant Secretary

THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee

By:		/s/ Raymond K. O’Neil
		Name: Raymond K. O’Neil
		Title: Senior Associate

EX-4.3 4 dex43.htm SUPPLEMENTAL INDENTURE NO. 15 TO THE 12.375% SENIOR SUBORDINATED NOTES INDENTURE Supplemental Indenture No. 15 to the 12.375% Senior Subordinated Notes Indenture

Exhibit 4.3

SUPPLEMENTAL INDENTURE NO. 15

(SENIOR SUBORDINATED NOTES)

W I T N E S S E T H

WHEREAS, pursuant to Section 9.01 of the Indenture, the Guaranteeing Subsidiary and the Trustee are authorized to execute and deliver this Supplemental Indenture.

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Note Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(3) immediately after such transaction, no Default or Event of Default exists.

(5) Releases.

(7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(8) Counterparts/Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


NRT PHILADELPHIA LLC

By:		/s/ Seth Truwit
		Name: Seth Truwit
		Title: Senior Vice President and Assistant Secretary

THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee

By:		/s/ Raymond K. O’Neil
		Name: Raymond K. O’Neil
		Title: Senior Associate

EX-4.4 5 dex44.htm SUPPLEMENTAL INDENTURE NO. 16 TO THE 10.50% SENIOR NOTES INDENTURE Supplemental Indenture No. 16 to the 10.50% Senior Notes Indenture

Exhibit 4.4

SUPPLEMENTAL INDENTURE NO. 16

Supplemental Indenture No. 16 (this “Supplemental Indenture”), dated as of November 30, 2010, among Domus Holdings Corp. (the “Parent Guarantor”), the indirect parent of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as successor trustee to Wells Fargo Bank, National Association (“Wells Fargo”), as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Note Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 10, 2007, as supplemented, providing for the issuance of an unlimited aggregate principal amount of 10.50% Senior Notes due 2014 (the “Notes”);

WHEREAS, the Parent Guarantor desires to unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuer, the Trustee and the Parent Guarantor are authorized to execute and deliver this Supplemental Indenture.

ARTICLE I

GUARANTEE

Section 1.1 Agreement to Guarantee. The Parent Guarantor hereby agrees as follows:

(a) To unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that (the foregoing, the “Guaranteed Obligations”):

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or any Note Guarantee, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Note Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Note Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Parent Guarantor shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment is made in full of all obligations guaranteed hereby.

(g) After giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, this Guarantee shall be limited to the maximum amount permissible such that the obligations of such Parent Guarantor under this Guarantee will not constitute a fraudulent transfer or conveyance.

(h) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer or any Note Guarantor for liquidation, reorganization, should the Issuer or Note Guarantor become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s or any Note Guarantor’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(i) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(j) Each payment to be made by the Parent Guarantor in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 1.2 Execution and Delivery. The Parent Guarantor agrees that this Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

Section 1.3 Releases. This Guarantee shall be automatically and unconditionally released and discharged, and no further action by the Parent Guarantor, the Issuer or the Trustee is required for the release of the Parent Guarantor’s Guarantee, upon:

(a) the Issuer ceasing to be a Subsidiary of the Parent Guarantor; or

(b) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture.

ARTICLE II

SUBORDINATION

Section 2.1 Agreement To Subordinate. The Parent Guarantor and the Issuer agree, that the obligations of the Parent Guarantor under the Guarantee set forth in Article I above are subordinated in all respects, including in right of payment, to the extent and in the manner provided in this Article II, to the prior payment of all Senior Indebtedness (as defined below) of the Parent Guarantor and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Guarantee shall in all respects rank pari passu with all other Pari Passu Indebtedness (as defined below) of the Parent Guarantor and senior in right of payment to all Subordinated Indebtedness (as defined below) of the Parent Guarantor and only indebtedness of the Parent Guarantor which is Senior Indebtedness shall rank senior to this Guarantee in accordance with the provisions set forth herein. All provisions of this Article II shall be subject to Section 2.11 below.

Section 2.2 Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Parent Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of the Parent Guarantor or in a reorganization of or similar proceeding relating to the Parent Guarantor or its property:

(a) the holders of Senior Indebtedness of the Parent Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness (including interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness, whether or not a claim for such interest would be allowed) before Holders of the Notes shall be entitled to receive any payment; and

(b) until the Senior Indebtedness of the Parent Guarantor is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of this Article II shall be made to holders of such Senior Indebtedness as their interests may appear, except that, so long as the Holders are not in the same or a higher class of creditors in such liquidation, dissolution or proceeding as the holders of the Senior Indebtedness, Holders may receive shares of stock and any debt securities that are subordinated to Senior Indebtedness to at least the same extent as this Guarantee (such stock and debt securities referred to herein as “Permitted Junior Securities”); and

(c) if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Senior Indebtedness of the Parent Guarantor and pay it over to them as their interests may appear.

Section 2.3 Default on Senior Indebtedness of the Parent Guarantor. The Parent Guarantor shall not make any payment with respect to the Guaranteed Obligations or make any deposit pursuant to Article 8 or Article 11 of the Indenture and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except that Holders of the Notes may receive and retain (x) Permitted Junior Securities and (y) payments or deposits made pursuant to Article 8 or Article 11), if either of the following occurs (a “Payment Default”):

(a) a default in the payment of the principal of, premium, if any, or interest on any Senior Indebtedness of the Parent Guarantor occurs and is continuing or any other amount owing in respect of any Senior Indebtedness of the Parent Guarantor is not paid when due, or

(b) any other default on Senior Indebtedness of the Parent Guarantor occurs and the maturity of such Senior Indebtedness of the Parent Guarantor is accelerated in accordance with its terms,

unless, in either case, the Default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Parent Guarantor shall be entitled to pay the Notes without regard to the foregoing if the Parent Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Senior Indebtedness of the Parent Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Parent Guarantor shall not pay the Guaranteed Obligations (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuer and the Parent Guarantor) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative (as defined below) of such Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. With respect to Indebtedness under the credit agreement among the Company, Domus Intermediate Holdings Corp. a Delaware limited liability company, as guarantor, the other guarantors named therein, the financial institutions named therein, and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”), a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Issuer and the Parent Guarantor from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Senior Indebtedness has been repaid in full in cash.

Default exists, the Parent Guarantor shall be permitted to resume paying the Guaranteed Obligations after the end of such Payment Blockage Period (including any missed payments). The Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Senior Indebtedness of the Parent Guarantor (other than the holders of Indebtedness under the Credit Agreement), a Representative of holders of Indebtedness under the Credit Agreement may give another Blockage Notice within such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period. Notwithstanding the foregoing, however, no default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness whether or not within a period of 360 consecutive days unless such default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions of the Senior Indebtedness under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

Section 2.4 When Distribution Must Be Paid Over. If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Parent Guarantor, and pay it over to them as their interests may appear.

Section 2.5 Subrogation. After all Senior Indebtedness of the Parent Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article II to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Parent Guarantor and Holders, a payment by the Parent Guarantor on such Senior Indebtedness.

Section 2.6 Relative Rights. This Article II defines the relative rights of Holders and holders of Senior Indebtedness of the Parent Guarantor. Nothing in this Supplemental Indenture shall:

(a) impair, as between the Parent Guarantor and Holders, the obligation of the Parent Guarantor, which is absolute and unconditional, to pay principal of and interest on the Guaranteed Obligations in accordance with their terms;

(b) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Parent Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

(c) affect the relative rights of Holders and creditors of the Issuer other than their rights in relation to holders of Senior Indebtedness.

Section 2.7 Subordination May Not Be Impaired by the Parent Guarantor. No right of any holder of Senior Indebtedness of the Parent Guarantor to enforce the subordination of this Guarantee shall be impaired by any act or failure to act by the Parent Guarantor or by their failure to comply with this Supplemental Indenture.

Section 2.8 Rights of Trustee and Paying Agent. Notwithstanding Section 2.3 hereof, the Trustee or any Paying Agent may continue to make payments on the Guaranteed Obligations and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than three Business Days prior to the date of such payment, a Trust Officer at the Corporate Trust Office of the Trustee receives notice satisfactory to him that payments may not be made under this Article II. The Parent Guarantor, the Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Parent Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of the Parent Guarantor has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Parent Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article II with respect to any Senior Indebtedness of the Issuer which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 of the Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article II shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 of the Indenture or any other Section of the Indenture.

Section 2.9 Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Parent Guarantor, the distribution may be made and the notice given to their Representative (if any).

Section 2.10 Article II Not To Prevent Events of Default or Limit Right To Accelerate. The failure to make a payment pursuant to the Notes by reason of any provision in this Article II shall not be construed as preventing the occurrence of a Default. Nothing in this Article II shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

Article II, and none of the Holders shall be obligated to pay over any such amount to the Issuer, the Parent Guarantor or any holder of Senior Indebtedness of the Parent Guarantor or any other creditor of the Parent Guarantor; provided that the subordination provisions of this Article II were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be.

Section 2.12 Trustee Entitled To Rely. Upon any payment or distribution pursuant to this Article II, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 2.2 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Parent Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Parent Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article II. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Parent Guarantor to participate in any payment or distribution pursuant to this Article II, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article II, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 of the Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article II.

Section 2.13 Trustee To Effectuate Subordination. Each Holder authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Parent Guarantor as provided in this Article II and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 2.14 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Parent Guarantor. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Parent Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Parent Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of the Parent Guarantor shall be entitled by virtue of this Article II or otherwise.

Section 2.15 Reliance by Holders of Senior Indebtedness of the Parent Guarantor on Subordination Provisions. The foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Parent Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Parent Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article II or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Parent Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Parent Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of the Parent Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Parent Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Parent Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Parent Guarantor; and (iv) exercise or refrain from exercising any rights against the Parent Guarantor and any other Person.

Section 2.16 Definitions.

“Pari Passu Indebtedness” as used herein means (i) the Parent Guarantor’s Guaranteed Obligations (as defined in Supplemental Indenture No. 16, dated as of November 30, 2010, among the Issuer, the Parent Guarantor and the Trustee, in respect of the 11.00%/11.75% Senior Toggle Notes due 2014, as amended, supplemented and otherwise modified from time to time (the “Senior Toggle Notes Supplemental Indenture”) to the Indenture, dated as of April 10, 2007, among the Issuer, the guarantors party thereto and Wells Fargo, as trustee, as further amended, supplemented and otherwise modified from time to time) under the Senior Toggle Notes Supplemental Indenture and (ii) any Indebtedness of the Parent Guarantor that is not Senior Indebtedness or Subordinated Indebtedness.

“Representative” as used herein means the trustee, agent or representative (if any) for an issue of Senior Indebtedness; provided that if, and for so long as, such Senior Indebtedness lacks such a Representative, then the Representative for such Senior Indebtedness shall at all times constitute the holder or holders of a majority in outstanding principal amount of obligations under such Senior Indebtedness.

“Senior Indebtedness” as used herein means any future Indebtedness of the Parent Guarantor that is designated by the Parent Guarantor as Senior Indebtedness.

“Subordinated Indebtedness” as used herein means (i) the Parent Guarantor’s Guaranteed Obligations (as defined in Supplemental Indenture No. 16, dated as of November 30, 2010, among the Issuer, the Parent Guarantor and the Trustee, in respect of the 12.375% Senior Subordinated Notes due 2015, as amended, supplemented and otherwise modified from time to time (the “Senior Subordinated Notes Supplemental Indenture”) to the Indenture, dated as of April 10, 2007, among the Issuer, the guarantors party thereto and Wells Fargo, as trustee, as further amended, supplemented and otherwise modified from time to time) under the Senior Subordinated Notes Supplemental Indenture and (ii) any Indebtedness, Guarantee or obligation of the Parent Guarantor that specifically provides that such Indebtedness, Guarantee or obligation is to rank junior in right of payment with the Guaranteed Obligations.

ARTICLE III

MISCELLANEOUS

Section 3.1 No Recourse Against Others. No director, officer, employee, incorporator or holder of any Equity Interests of the Parent Guarantor or any direct or indirect parent (other than the Parent Guarantor) shall have any liability for any obligations of the Issuer, the Note Guarantors or the Parent Guarantor under the Notes, the Note Guarantees, the Indenture, this Guarantee or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 3.2 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.3 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 3.4 Counterparts/Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 3.5 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.6 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Parent Guarantor.

Section 3.7 Benefits Acknowledged. The Parent Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

Section 3.8 Successors. All agreements of the Parent Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 1.1(j) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


REALOGY CORPORATION

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


DOMUS HOLDINGS CORP.

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


THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee

By:	/s/ Thomas J. Provenzano
	Name:	Thomas J. Provenzano
	Title:	Vice President

EX-4.5 6 dex45.htm SUPPLEMENTAL INDENTURE NO. 16 TO THE 11.00%/11.75% SENIOR TOGGLE NOTES INDENTURE Supplemental Indenture No. 16 to the 11.00%/11.75% Senior Toggle Notes Indenture

Exhibit 4.5

SUPPLEMENTAL INDENTURE NO. 16

W I T N E S S E T H

WHEREAS, each of the Issuer and the Note Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 10, 2007, as supplemented, providing for the issuance of an unlimited aggregate principal amount of 11.00%/11.75% Senior Toggle Notes due 2014 (the “Notes”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuer, the Trustee and the Parent Guarantor are authorized to execute and deliver this Supplemental Indenture.

ARTICLE I

GUARANTEE

Section 1.1 Agreement to Guarantee. The Parent Guarantor hereby agrees as follows:

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture.

(j) Each payment to be made by the Parent Guarantor in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(a) the Issuer ceasing to be a Subsidiary of the Parent Guarantor; or

ARTICLE II

SUBORDINATION

Section 2.1 Agreement To Subordinate. The Parent Guarantor and the Issuer agree, that the obligations of the Parent Guarantor under the Guarantee set forth in Article I above are subordinated in all respects, including in right of payment, to the extent and in the manner provided in this Article II, to the prior payment of all Senior Indebtedness (as defined below) of the Parent Guarantor and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Guarantee shall in all respects rank pari passu with all other Pari Passu Indebtedness (as defined below) of the Parent Guarantor and senior in right of payment to all Subordinated Indebtedness (as defined below) of the Parent Guarantor and only indebtedness of the Parent Guarantor, which is Senior Indebtedness shall rank senior to this Guarantee in accordance with the provisions set forth herein. All provisions of this Article II shall be subject to Section 2.11 below.

(b) any other default on Senior Indebtedness of the Parent Guarantor occurs and the maturity of such Senior Indebtedness of the Parent Guarantor is accelerated in accordance with its terms,

Section 2.6 Relative Rights. This Article II defines the relative rights of Holders and holders of Senior Indebtedness of the Parent Guarantor. Nothing in this Supplemental Indenture shall:

(c) affect the relative rights of Holders and creditors of the Issuer other than their rights in relation to holders of Senior Indebtedness.

Section 2.16 Definitions.

“Pari Passu Indebtedness” as used herein means (i) the Parent Guarantor’s Guaranteed Obligations (as defined in Supplemental Indenture No. 16, dated as of November 30, 2010, among the Issuer, the Parent Guarantor and the Trustee, in respect of the 10.50% Senior Notes due 2014, as amended, supplemented and otherwise modified from time to time (the “Senior Cash Notes Supplemental Indenture”) to the Indenture, dated as of April 10, 2007, among the Issuer, the guarantors party thereto and Wells Fargo, as trustee, as further amended, supplemented and otherwise modified from time to time) under the Senior Cash Notes Supplemental Indenture and (ii) any Indebtedness of the Parent Guarantor that is not Senior Indebtedness or Subordinated Indebtedness.

“Senior Indebtedness” as used herein means any future Indebtedness of the Parent Guarantor that is designated by the Parent Guarantor as Senior Indebtedness.

ARTICLE III

MISCELLANEOUS

Section 3.2 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.3 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 3.5 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.8 Successors. All agreements of the Parent Guarantor in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 1.1(i) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


REALOGY CORPORATION

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

DOMUS HOLDINGS CORP.

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

THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee

By:	/s/ Thomas J. Provenzano
	Name:	Thomas J. Provenzano
	Title:	Vice President

EX-4.6 7 dex46.htm SUPPLEMENTAL INDENTURE NO. 16 TO THE 12.375% SENIOR SUBORDINATED NOTES INDENTURE Supplemental Indenture No. 16 to the 12.375% Senior Subordinated Notes Indenture

Exhibit 4.6

SUPPLEMENTAL INDENTURE NO. 16

W I T N E S S E T H

WHEREAS, each of the Issuer and the Note Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 10, 2007, as supplemented, providing for the issuance of an unlimited aggregate principal amount of 12.375% Senior Subordinated Notes due 2015 (the “Notes”);

WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuer, the Trustee and the Parent Guarantor are authorized to execute and deliver this Supplemental Indenture.

ARTICLE I

GUARANTEE

Section 1.1 Agreement to Guarantee. The Parent Guarantor hereby agrees as follows:

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture.

such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(j) Each payment to be made by the Parent Guarantor in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(a) the Issuer ceasing to be a Subsidiary of the Parent Guarantor; or

ARTICLE II

SUBORDINATION

Section 2.1 Agreement To Subordinate. The Parent Guarantor and the Issuer agree, that the obligations of the Parent Guarantor under the Guarantee set forth in Article I above are subordinated in all respects, including in right of payment, to the extent and in the manner provided in this Article II, to the prior payment of all Senior Indebtedness (as defined below) of the Parent Guarantor and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness. The Guarantee shall in all respects rank pari passu with all other Pari Passu Indebtedness (as defined below) of the Parent Guarantor and senior in right of payment to all Subordinated Indebtedness (as defined below) of the Parent Guarantor, and only indebtedness of the Parent Guarantor which is Senior Indebtedness shall rank senior to this Guarantee in accordance with the provisions set forth herein. All provisions of this Article II shall be subject to Section 2.11 below.

Section 2.3 Default on Senior Indebtedness of the Parent Guarantor. The Parent Guarantor shall not make any payment with respect to the Guaranteed Obligations or make any deposit pursuant to Article 8 or Article 13 of the Indenture and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except that Holders of the Notes may receive and retain (x) Permitted Junior Securities and (y) payments or deposits made pursuant to Article 8 or Article 13), if either of the following occurs (a “Payment Default”):

(b) any other default on Senior Indebtedness of the Parent Guarantor occurs and the maturity of such Senior Indebtedness of the Parent Guarantor is accelerated in accordance with its terms,

Parent Guarantor shall not pay the Guaranteed Obligations (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuer and the Parent Guarantor) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative (as defined below) of such Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. With respect to Indebtedness under the credit agreement among the Company, Domus Intermediate Holdings Corp., a Delaware limited liability company, as guarantor, the other guarantors named therein, the financial institutions named therein, and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”), a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee, the Issuer and the Parent Guarantor from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Senior Indebtedness has been repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding paragraph (but subject to the provisions contained in the first paragraph of this Section 2.3 and Section 2.2 hereof), unless the holders of such Senior Indebtedness or the Representative of such Senior Indebtedness shall have accelerated the maturity of such Senior Indebtedness or a Payment Default exists, the Parent Guarantor shall be permitted to resume paying the Guaranteed Obligations after the end of such Payment Blockage Period (including any missed payments). The Guarantee shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Senior Indebtedness during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Senior Indebtedness of the Parent Guarantor (other than the holders of Indebtedness under the Credit Agreement), a Representative of holders of Indebtedness under the Credit Agreement may give another Blockage Notice within such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period. Notwithstanding the foregoing, however, no default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for a subsequent Payment Blockage Period by the Representative of such Senior Indebtedness whether or not within a period of 360 consecutive days unless such default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions of the Senior Indebtedness under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

Section 2.6 Relative Rights. This Article II defines the relative rights of Holders and holders of Senior Indebtedness of the Parent Guarantor. Nothing in this Supplemental Indenture shall:

(c) affect the relative rights of Holders and creditors of the Issuer other than their rights in relation to holders of Senior Indebtedness.

Section 2.11 Trust Moneys Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 of the Indenture shall not be subordinated to the prior payment of any Senior Indebtedness of the Parent Guarantor or subject to the restrictions set forth in this Article II, and none of the Holders shall be obligated to pay over any such amount to the Issuer, the Parent Guarantor or any holder of Senior Indebtedness of the Parent Guarantor or any other creditor of the Parent Guarantor; provided that the subordination provisions of this Article II were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be.

Section 2.16 Definitions.

“Pari Passu Indebtedness” as used herein means any Indebtedness of the Parent Guarantor that is not Senior Indebtedness or Subordinated Indebtedness.

“Senior Indebtedness” as used herein means (i) the Parent Guarantor’s Guaranteed Obligations (as defined in Supplemental Indenture No. 16, dated as of November 30, 2010, among the Issuer, the Parent Guarantor and the Trustee, in respect of the 10.50% Senior Notes due 2014, as amended, supplemented and otherwise modified from time to time (the “Senior Cash Notes Supplemental Indenture”) to the Indenture, dated as of April 10, 2007, among the Issuer, the guarantors party thereto and Wells Fargo, as trustee, as further amended, supplemented and otherwise modified from time to time) under the Senior Cash Notes Supplemental Indenture, (ii) the Parent Guarantor’s Guaranteed Obligations (as defined in Supplemental Indenture No. 16, dated as of November 30, 2010, among the Issuer, the Parent Guarantor and the Trustee, in respect of the 11.00%/11.75% Senior Toggle Notes due 2014, as amended, supplemented and otherwise modified from time to time (the “Senior Toggle Notes

Supplemental Indenture”) to the Indenture, dated as of April 10, 2007, among the Issuer, the guarantors party thereto and Wells Fargo, as trustee, as further amended, supplemented and otherwise modified from time to time) under the Senior Toggle Notes Supplemental Indenture and (iii) any future Indebtedness of the Parent Guarantor that is designated by the Parent Guarantor as Senior Indebtedness.

“Subordinated Indebtedness” as used herein means any Indebtedness, Guarantee or obligation of the Parent Guarantor that specifically provides that such Indebtedness, Guarantee or obligation is to rank junior in right of payment with the Guaranteed Obligations.

ARTICLE III

MISCELLANEOUS

Section 3.2 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.3 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 3.5 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


REALOGY CORPORATION

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

DOMUS HOLDINGS CORP.

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

THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee

By:	/s/ Thomas J. Provenzano
	Name:	Thomas J. Provenzano
	Title:	Vice President

EX-4.7 8 dex47.htm SUPPLEMENTAL INDENTURE NO. 17 TO THE 10.50% SENIOR NOTES INDENTURE Supplemental Indenture No. 17 to the 10.50% Senior Notes Indenture

Exhibit 4.7

SUPPLEMENTAL INDENTURE NO. 17

Supplemental Indenture No. 17 (this “Supplemental Indenture”), dated as of December 14, 2010, among Realogy Corporation, a Delaware corporation (the “Issuer”), each of the guarantors listed on Schedule I hereto (the “Guarantors”) and The Bank of New York Mellon (formerly known as The Bank of New York), as successor trustee to Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 10, 2007, as supplemented, pursuant to which the Issuer has issued its 10.50% Senior Notes due 2014 (the “Notes”) and the Guarantors have provided guarantees (the Notes together with such guarantees, the “Securities”);

WHEREAS, Section 9.02 of the Indenture provides that, subject to certain conditions, the Issuer and the Trustee may amend or supplement the Indenture and the Securities with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange for, Notes) (“Requisite Consent”);

WHEREAS, the Issuer has distributed a confidential offering memorandum, dated November 30, 2010, as supplemented (the “Offering Memorandum”), and related Letter of Transmittal and Consent, dated November 30, 2010, as supplemented, to eligible holders of the Notes in connection with the Proposed Amendments (as defined in the Offering Memorandum) to the Indenture as described in the Offering Memorandum;

WHEREAS, the Requisite Consent to the Proposed Amendments to the provisions of the Indenture have been received by the Issuer and the Trustee and all other conditions precedent, if any, provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with as of the date hereof; and

WHEREAS, the Board of Directors of the Issuer and the Boards of Directors or Boards of Managers of the Guarantors have authorized and approved the execution and delivery of this Supplemental Indenture.

ARTICLE I

AMENDMENTS AND WAIVERS

Section 1.1 Amendments to Indenture. The following Sections of the Indenture and any corresponding provisions in the Notes are hereby amended as follows:

(i)

The Indenture is hereby amended to delete Section 4.03 (Reports and Other Information), Section 4.05 (Taxes), Section 4.07 (Limitation on Restricted Payments), Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries), Section 4.09 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock), Section 4.10 (Asset Sales), Section 4.11 (Transactions with Affiliates), Section 4.12 (Liens), Section 4.13 (Corporate Existence), Section 4.14 (Offer to Repurchase Upon Change of Control), Section 4.15 (Future Note Guarantors), and paragraph (4) of Section 5.01(a) (Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets);

(ii)

The failure to comply with the terms of any of the Sections of the Indenture set forth in clause (i) above shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;

(iii)

Section 6.01(a) (Events of Default) of the Indenture is hereby amended to delete paragraphs (4), (5) and (8) in their entirety and all references thereto contained in Section 6.01 and elsewhere in the Indenture in their entirety, and the occurrence of the events described in paragraphs (4), (5), and (8) of Section 6.01(a) shall no longer constitute Events of Default;

(iv)

All definitions set forth in Sections 1.01 and 1.02 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety;

(v)

All references to Sections of the Indenture amended by this Supplemental Indenture shall mean such Sections as amended by this Supplemental Indenture; and

(vi)

All references to Sections of the Indenture deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety.

ARTICLE II

MISCELLANEOUS

Section 2.1 Ratification of Indenture; Supplemental Indenture Part of Indenture; Operative Date.

(i)

Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of the Securities heretofore or hereafter authenticated and delivered shall be bound hereby. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Supplemental Indenture, then the terms and conditions of this Supplemental Indenture shall prevail.

(ii)

The Notes include certain of the foregoing provisions from the Indenture. Upon the operative date of this Supplemental Indenture, such provisions from the Notes shall be deemed deleted or amended as applicable.

(iii)

Notwithstanding an earlier execution date, the provisions of this Supplemental Indenture shall not become operative until the time and date upon which the Issuer delivers the New Notes (as such term is defined in the Offering Memorandum) to all holders who have validly delivered and not validly revoked Consents (as such term is defined in the Offering Memorandum) pursuant to the terms of the Offering Memorandum.

Section 2.2 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.3 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 2.4 Counterparts/Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.5 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.6 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

Section 2.7 Successors. All agreements of the Issuer and the Guarantors in this Supplemental Indenture shall bind its Successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 2.8 Validity; Enforceability. In case any provisions in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee

By:		/s/ Raymond K. O’Neil
Name:		Raymond K. O’Neil
Title:		Senior Associate


REALOGY CORPORATION

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

DOMUS HOLDINGS CORP.

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


CARTUS CORPORATION
CDRE TM LLC
NRT INSURANCE AGENCY, INC.
REALOGY OPERATIONS LLC
REALOGY SERVICES GROUP LLC
REALOGY SERVICES VENTURE PARTNER LLC
SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC
WREM, INC.

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


CARTUS ASSET RECOVERY CORPORATION
CARTUS PARTNER CORPORATION
FEDSTATE STRATEGIC CONSULTING, INCORPORATED
LAKECREST TITLE, LLC
NRT PHILADELPHIA LLC
PRIMACY RELOCATION, LLC

By:		/s/ Anthony E. Hull
Name:		Anthony E. Hull
Title:		Executive Vice President & Treasurer


AMERICAN TITLE COMPANY OF HOUSTON
ATCOH HOLDING COMPANY
BURNET TITLE LLC
BURNET TITLE HOLDING LLC
BURROW ESCROW SERVICES, INC.
CORNERSTONE TITLE COMPANY
EQUITY TITLE COMPANY
EQUITY TITLE MESSENGER SERVICE HOLDING LLC
FIRST CALIFORNIA ESCROW CORPORATION
FRANCHISE SETTLEMENT SERVICES LLC
GUARDIAN HOLDING COMPANY
GUARDIAN TITLE AGENCY, LLC
GUARDIAN TITLE COMPANY
GULF SOUTH SETTLEMENT SERVICES, LLC
KEYSTONE CLOSING SERVICES LLC
MARKET STREET SETTLEMENT GROUP LLC
MID-ATLANTIC SETTLEMENT SERVICES LLC
NATIONAL COORDINATION ALLIANCE LLC
NRT SETTLEMENT SERVICES OF MISSOURI LLC
NRT SETTLEMENT SERVICES OF TEXAS LLC
PROCESSING SOLUTIONS LLC
SECURED LAND TRANSFERS LLC
ST. JOE TITLE SERVICES LLC
TAW HOLDING INC.
TEXAS AMERICAN TITLE COMPANY
TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC
TITLE RESOURCE GROUP HOLDINGS LLC
TITLE RESOURCE GROUP LLC
TITLE RESOURCE GROUP SERVICES LLC
TITLE RESOURCES INCORPORATED
TRG SERVICES, ESCROW, INC.
TRG SETTLEMENT SERVICES, LLP
WAYDAN TITLE, INC.
WEST COAST ESCROW COMPANY

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


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

By:		/s/ Andrew G. Napurano
Name:		Andrew G. Napurano
Title:		Chief Financial Officer


FSA MEMBERSHIP SERVICES, LLC

By:		/s/ Marilyn J. Wasser
Name:		Marilyn J. Wasser
Title:		Executive Vice President


ALPHA REFERRAL NETWORK LLC
ASSOCIATED CLIENT REFERRAL LLC
BURGDORFF LLC
BURGDORFF REFERRAL ASSOCIATES LLC
BURNET REALTY LLC
CAREER DEVELOPMENT CENTER, LLC
COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC
COLDWELL BANKER PACIFIC PROPERTIES LLC
COLDWELL BANKER REAL ESTATE SERVICES LLC
COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY
COLDWELL BANKER RESIDENTIAL BROKERAGE LLC
COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.
COLORADO COMMERCIAL, LLC
HOME REFERRAL NETWORK LLC
JACK GAUGHEN LLC
NRT ARIZONA LLC
NRT ARIZONA COMMERCIAL LLC
NRT ARIZONA REFERRAL LLC
NRT COLORADO LLC
NRT COLUMBUS LLC
NRT COMMERCIAL LLC
NRT COMMERCIAL UTAH LLC
NRT DEVELOPMENT ADVISORS LLC
NRT DEVONSHIRE LLC
NRT HAWAII REFERRAL, LLC
NRT LLC
NRT MID-ATLANTIC LLC

By:		/s/ Kevin R. Greene
Name:		Kevin R. Greene
Title:		Chief Financial Officer


NRT MISSOURI LLC
NRT MISSOURI REFERRAL NETWORK LLC
NRT NEW ENGLAND LLC
NRT NEW YORK LLC
NRT NORTHFORK LLC
NRT PITTSBURGH LLC
NRT REFERRAL NETWORK LLC
NRT RELOCATION LLC
NRT REOEXPERTS LLC
NRT SUNSHINE INC.
NRT TEXAS LLC
NRT UTAH LLC
REAL ESTATE REFERRAL LLC
REAL ESTATE REFERRALS LLC
REAL ESTATE SERVICES LLC
REFERRAL ASSOCIATES OF NEW ENGLAND LLC
REFERRAL NETWORK, LLC
REFERRAL NETWORK PLUS, INC.
SOTHEBY’S INTERNATIONAL REALTY, INC.
SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC
THE SUNSHINE GROUP (FLORIDA) LTD. CORP.
THE SUNSHINE GROUP, LTD.
VALLEY OF CALIFORNIA, INC.

By:		/s/ Kevin R. Greene
Name:		Kevin R. Greene
Title:		Chief Financial Officer

Schedule I

GUARANTORS


Name of Entity	Jurisdiction	Type of Organization
I. California
Burrow Escrow Services, Inc.	CA	corporation
Coldwell Banker Residential Brokerage Company	CA	corporation
Coldwell Banker Residential Referral Network	CA	corporation
Cornerstone Title Company	CA	corporation
Equity Title Company	CA	corporation
Guardian Title Company	CA	corporation
Referral Network Plus, Inc.	CA	corporation
Valley of California, Inc.	CA	corporation
West Coast Escrow Company	CA	corporation
Coldwell Banker Real Estate LLC	CA	limited liability company
Coldwell Banker Residential Real Estate LLC	CA	limited liability company
National Coordination Alliance LLC	CA	limited liability company
Realogy Operations LLC	CA	limited liability company
II. Delaware
Cartus Asset Recovery Corporation	DE	corporation
Cartus Corporation	DE	corporation
Cartus Partner Corporation	DE	corporation
CGRN, Inc.	DE	corporation
Domus Holdings Corp.	DE	corporation
FedState Strategic Consulting, Incorporated	DE	corporation
First California Escrow Corporation	DE	corporation
Guardian Holding Company	DE	corporation
NRT Sunshine Inc.	DE	corporation
Title Resources Incorporated	DE	corporation
TRG Services, Escrow, Inc.	DE	corporation
WREM, Inc.	DE	corporation
Associated Client Referral LLC	DE	limited liability company
Better Homes and Gardens Real Estate Licensee LLC	DE	limited liability company
Better Homes and Gardens Real Estate LLC	DE	limited liability company
Burgdorff LLC	DE	limited liability company
Burgdorff Referral Associates LLC	DE	limited liability company
Career Development Center, LLC	DE	limited liability company
CDRE TM LLC	DE	limited liability company
Century 21 Real Estate LLC	DE	limited liability company
Coldwell Banker LLC	DE	limited liability company
Coldwell Banker Real Estate Services LLC	DE	limited liability company

I-1


Name of Entity	Jurisdiction	Type of Organization
Coldwell Banker Residential Brokerage LLC	DE	limited liability company
Equity Title Messenger Service Holding LLC	DE	limited liability company
ERA Franchise Systems LLC	DE	limited liability company
Franchise Settlement Services LLC	DE	limited liability company
FSA Membership Services, LLC	DE	limited liability company
Global Client Solutions LLC	DE	limited liability company
Gulf South Settlement Services, LLC	DE	limited liability company
Jack Gaughen LLC	DE	limited liability company
Keystone Closing Services LLC	DE	limited liability company
NRT Arizona Commercial LLC	DE	limited liability company
NRT Arizona LLC	DE	limited liability company
NRT Arizona Referral LLC	DE	limited liability company
NRT Columbus LLC	DE	limited liability company
NRT Commercial LLC	DE	limited liability company
NRT Commercial Utah LLC	DE	limited liability company
NRT Development Advisors LLC	DE	limited liability company
NRT Devonshire LLC	DE	limited liability company
NRT Hawaii Referral, LLC	DE	limited liability company
NRT LLC	DE	limited liability company
NRT Mid-Atlantic LLC	DE	limited liability company
NRT Missouri LLC	DE	limited liability company
NRT Missouri Referral Network LLC	DE	limited liability company
NRT New England LLC	DE	limited liability company
NRT New York LLC	DE	limited liability company
NRT Northfork LLC	DE	limited liability company
NRT Philadelphia LLC	DE	limited liability company
NRT Pittsburgh LLC	DE	limited liability company
NRT Referral Network LLC	DE	limited liability company
NRT Relocation LLC	DE	limited liability company
NRT REOExperts LLC	DE	limited liability company
NRT Settlement Services of Missouri LLC	DE	limited liability company
NRT Settlement Services of Texas LLC	DE	limited liability company
NRT Utah LLC	DE	limited liability company
ONCOR International LLC	DE	limited liability company
Real Estate Referral LLC	DE	limited liability company
Real Estate Referrals LLC	DE	limited liability company
Real Estate Services LLC	DE	limited liability company
Realogy Franchise Group LLC	DE	limited liability company
Realogy Global Services LLC	DE	limited liability company
Realogy Licensing LLC	DE	limited liability company
Realogy Services Group LLC	DE	limited liability company
Realogy Services Venture Partner LLC	DE	limited liability company
Secured Land Transfers LLC	DE	limited liability company
Sotheby’s International Realty Affiliates LLC	DE	limited liability company

I-2


Name of Entity	Jurisdiction	Type of Organization
Sotheby’s International Realty Licensee LLC	DE	limited liability company
Sotheby’s International Realty Referral Company, LLC	DE	limited liability company
Title Resource Group Affiliates Holdings LLC	DE	limited liability company
Title Resource Group Holdings LLC	DE	limited liability company
Title Resource Group LLC	DE	limited liability company
Title Resource Group Services LLC	DE	limited liability company
World Real Estate Marketing LLC	DE	limited liability company
III. Massachusetts
NRT Insurance Agency, Inc.	MA	corporation
Referral Associates of New England LLC	MA	limited liability company
IV. New York
The Sunshine Group, Ltd.	NY	corporation
V. Texas
American Title Company of Houston	TX	corporation
ATCOH Holding Company	TX	corporation
TAW Holding Inc.	TX	corporation
Texas American Title Company	TX	corporation
Waydan Title, Inc.	TX	corporation
Alpha Referral Network LLC	TX	limited liability company
NRT Texas LLC	TX	limited liability company
Processing Solutions LLC	TX	limited liability company
VI. Colorado
Colorado Commercial, LLC	CO	limited liability company
Guardian Title Agency, LLC	CO	limited liability company
NRT Colorado LLC	CO	limited liability company
Referral Network, LLC	CO	limited liability company
VII. Florida
St. Joe Title Services LLC	FL	limited liability company
The Sunshine Group (Florida) Ltd. Corp.	FL	corporation
VIII. Hawaii
Coldwell Banker Commercial Pacific Properties LLC	Hawaii	limited liability company
Coldwell Banker Pacific Properties LLC	Hawaii	limited liability company
IX. Maryland
Mid-Atlantic Settlement Services LLC	MD	limited liability company
X. Michigan
Sotheby’s International Realty, Inc.	MI	corporation
XI. Minnesota
Burnet Realty LLC	MN	limited liability company
Burnet Title LLC	MN	limited liability company
Burnet Title Holding LLC	MN	limited liability company
Home Referral Network LLC	MN	limited liability company

I-3


Name of Entity	Jurisdiction	Type of Organization
XII. New Hampshire
Market Street Settlement Group LLC	NH	limited liability company
XIII. Pennsylvania
Coldwell Banker Residential Referral Network, Inc.	PA	corporation
TRG Settlement Services, LLP	PA	limited liability partnership
XIV. Tennessee
Lakecrest Title, LLC	TN	limited liability company
Primacy Relocation, LLC	TN	limited liability company

I-4

EX-4.8 9 dex48.htm SUPPLEMENTAL INDENTURE NO. 17 TO THE 11.00%/11.75% SENIOR TOGGLE NOTES INDENTURE Supplemental Indenture No. 17 to the 11.00%/11.75% Senior Toggle Notes Indenture

Exhibit 4.8

SUPPLEMENTAL INDENTURE NO. 17

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 10, 2007, as supplemented, pursuant to which the Issuer has issued its 11.00%/11.75% Senior Toggle Notes due 2014 (the “Notes”) and the Guarantors have provided guarantees (the Notes together with such guarantees, the “Securities”);

ARTICLE I

AMENDMENTS AND WAIVERS

Section 1.1 Amendments to Indenture. The following Sections of the Indenture and any corresponding provisions in the Notes are hereby amended as follows:

(i)

(ii)

(iii)

(iv)

All definitions set forth in Sections 1.01 and 1.02 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety;

(v)

All references to Sections of the Indenture amended by this Supplemental Indenture shall mean such Sections as amended by this Supplemental Indenture; and

(vi)

All references to Sections of the Indenture deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety.

ARTICLE II

MISCELLANEOUS

Section 2.1 Ratification of Indenture; Supplemental Indenture Part of Indenture; Operative Date.

(i)

(ii)

(iii)

Section 2.2 Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.3 Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 2.5 Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.


THE BANK OF NEW YORK MELLON (formerly known as THE BANK OF NEW YORK), as Trustee

By:		/s/ Raymond K. O’Neil
Name:		Raymond K. O’Neil
Title:		Senior Associate


REALOGY CORPORATION

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

DOMUS HOLDINGS CORP.

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


CARTUS CORPORATION
CDRE TM LLC
NRT INSURANCE AGENCY, INC.
REALOGY OPERATIONS LLC
REALOGY SERVICES GROUP LLC
REALOGY SERVICES VENTURE PARTNER LLC
SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC
WREM, INC.

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


CARTUS ASSET RECOVERY CORPORATION
CARTUS PARTNER CORPORATION
FEDSTATE STRATEGIC CONSULTING, INCORPORATED
LAKECREST TITLE, LLC
NRT PHILADELPHIA LLC
PRIMACY RELOCATION, LLC

By:		/s/ Anthony E. Hull
Name:		Anthony E. Hull
Title:		Executive Vice President & Treasurer


AMERICAN TITLE COMPANY OF HOUSTON
ATCOH HOLDING COMPANY
BURNET TITLE LLC
BURNET TITLE HOLDING LLC
BURROW ESCROW SERVICES, INC.
CORNERSTONE TITLE COMPANY
EQUITY TITLE COMPANY
EQUITY TITLE MESSENGER SERVICE HOLDING LLC
FIRST CALIFORNIA ESCROW CORPORATION
FRANCHISE SETTLEMENT SERVICES LLC
GUARDIAN HOLDING COMPANY
GUARDIAN TITLE AGENCY, LLC
GUARDIAN TITLE COMPANY
GULF SOUTH SETTLEMENT SERVICES, LLC
KEYSTONE CLOSING SERVICES LLC
MARKET STREET SETTLEMENT GROUP LLC
MID-ATLANTIC SETTLEMENT SERVICES LLC
NATIONAL COORDINATION ALLIANCE LLC
NRT SETTLEMENT SERVICES OF MISSOURI LLC
NRT SETTLEMENT SERVICES OF TEXAS LLC
PROCESSING SOLUTIONS LLC
SECURED LAND TRANSFERS LLC
ST. JOE TITLE SERVICES LLC
TAW HOLDING INC.
TEXAS AMERICAN TITLE COMPANY
TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC
TITLE RESOURCE GROUP HOLDINGS LLC
TITLE RESOURCE GROUP LLC
TITLE RESOURCE GROUP SERVICES LLC
TITLE RESOURCES INCORPORATED
TRG SERVICES, ESCROW, INC.
TRG SETTLEMENT SERVICES, LLP
WAYDAN TITLE, INC.
WEST COAST ESCROW COMPANY

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


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

By:		/s/ Andrew G. Napurano
Name:		Andrew G. Napurano
Title:		Chief Financial Officer


FSA MEMBERSHIP SERVICES, LLC

By:		/s/ Marilyn J. Wasser
Name:		Marilyn J. Wasser
Title:		Executive Vice President


ALPHA REFERRAL NETWORK LLC
ASSOCIATED CLIENT REFERRAL LLC
BURGDORFF LLC
BURGDORFF REFERRAL ASSOCIATES LLC
BURNET REALTY LLC
CAREER DEVELOPMENT CENTER, LLC
COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC
COLDWELL BANKER PACIFIC PROPERTIES LLC
COLDWELL BANKER REAL ESTATE SERVICES LLC
COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY
COLDWELL BANKER RESIDENTIAL BROKERAGE LLC
COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK
COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.
COLORADO COMMERCIAL, LLC
HOME REFERRAL NETWORK LLC
JACK GAUGHEN LLC
NRT ARIZONA LLC
NRT ARIZONA COMMERCIAL LLC
NRT ARIZONA REFERRAL LLC
NRT COLORADO LLC
NRT COLUMBUS LLC
NRT COMMERCIAL LLC
NRT COMMERCIAL UTAH LLC
NRT DEVELOPMENT ADVISORS LLC
NRT DEVONSHIRE LLC
NRT HAWAII REFERRAL, LLC
NRT LLC
NRT MID-ATLANTIC LLC

By:		/s/ Kevin R. Greene
Name:		Kevin R. Greene
Title:		Chief Financial Officer


NRT MISSOURI LLC
NRT MISSOURI REFERRAL NETWORK LLC
NRT NEW ENGLAND LLC
NRT NEW YORK LLC
NRT NORTHFORK LLC
NRT PITTSBURGH LLC
NRT REFERRAL NETWORK LLC
NRT RELOCATION LLC
NRT REOEXPERTS LLC
NRT SUNSHINE INC.
NRT TEXAS LLC
NRT UTAH LLC
REAL ESTATE REFERRAL LLC
REAL ESTATE REFERRALS LLC
REAL ESTATE SERVICES LLC
REFERRAL ASSOCIATES OF NEW ENGLAND LLC
REFERRAL NETWORK, LLC
REFERRAL NETWORK PLUS, INC.
SOTHEBY’S INTERNATIONAL REALTY, INC.
SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC
THE SUNSHINE GROUP (FLORIDA) LTD. CORP.
THE SUNSHINE GROUP, LTD.
VALLEY OF CALIFORNIA, INC.

By:		/s/ Kevin R. Greene
Name:		Kevin R. Greene
Title:		Chief Financial Officer

Schedule I

GUARANTORS


Name of Entity	Jurisdiction	Type of Organization
I. California
Burrow Escrow Services, Inc.	CA	corporation
Coldwell Banker Residential Brokerage Company	CA	corporation
Coldwell Banker Residential Referral Network	CA	corporation
Cornerstone Title Company	CA	corporation
Equity Title Company	CA	corporation
Guardian Title Company	CA	corporation
Referral Network Plus, Inc.	CA	corporation
Valley of California, Inc.	CA	corporation
West Coast Escrow Company	CA	corporation
Coldwell Banker Real Estate LLC	CA	limited liability company
Coldwell Banker Residential Real Estate LLC	CA	limited liability company
National Coordination Alliance LLC	CA	limited liability company
Realogy Operations LLC	CA	limited liability company
II. Delaware
Cartus Asset Recovery Corporation	DE	corporation
Cartus Corporation	DE	corporation
Cartus Partner Corporation	DE	corporation
CGRN, Inc.	DE	corporation
Domus Holdings Corp.	DE	corporation
FedState Strategic Consulting, Incorporated	DE	corporation
First California Escrow Corporation	DE	corporation
Guardian Holding Company	DE	corporation
NRT Sunshine Inc.	DE	corporation
Title Resources Incorporated	DE	corporation
TRG Services, Escrow, Inc.	DE	corporation
WREM, Inc.	DE	corporation
Associated Client Referral LLC	DE	limited liability company
Better Homes and Gardens Real Estate Licensee LLC	DE	limited liability company
Better Homes and Gardens Real Estate LLC	DE	limited liability company
Burgdorff LLC	DE	limited liability company
Burgdorff Referral Associates LLC	DE	limited liability company
Career Development Center, LLC	DE	limited liability company
CDRE TM LLC	DE	limited liability company
Century 21 Real Estate LLC	DE	limited liability company
Coldwell Banker LLC	DE	limited liability company
Coldwell Banker Real Estate Services LLC	DE	limited liability company

I-1


Name of Entity	Jurisdiction	Type of Organization
Coldwell Banker Residential Brokerage LLC	DE	limited liability company
Equity Title Messenger Service Holding LLC	DE	limited liability company
ERA Franchise Systems LLC	DE	limited liability company
Franchise Settlement Services LLC	DE	limited liability company
FSA Membership Services, LLC	DE	limited liability company
Global Client Solutions LLC	DE	limited liability company
Gulf South Settlement Services, LLC	DE	limited liability company
Jack Gaughen LLC	DE	limited liability company
Keystone Closing Services LLC	DE	limited liability company
NRT Arizona Commercial LLC	DE	limited liability company
NRT Arizona LLC	DE	limited liability company
NRT Arizona Referral LLC	DE	limited liability company
NRT Columbus LLC	DE	limited liability company
NRT Commercial LLC	DE	limited liability company
NRT Commercial Utah LLC	DE	limited liability company
NRT Development Advisors LLC	DE	limited liability company
NRT Devonshire LLC	DE	limited liability company
NRT Hawaii Referral, LLC	DE	limited liability company
NRT LLC	DE	limited liability company
NRT Mid-Atlantic LLC	DE	limited liability company
NRT Missouri LLC	DE	limited liability company
NRT Missouri Referral Network LLC	DE	limited liability company
NRT New England LLC	DE	limited liability company
NRT New York LLC	DE	limited liability company
NRT Northfork LLC	DE	limited liability company
NRT Philadelphia LLC	DE	limited liability company
NRT Pittsburgh LLC	DE	limited liability company
NRT Referral Network LLC	DE	limited liability company
NRT Relocation LLC	DE	limited liability company
NRT REOExperts LLC	DE	limited liability company
NRT Settlement Services of Missouri LLC	DE	limited liability company
NRT Settlement Services of Texas LLC	DE	limited liability company
NRT Utah LLC	DE	limited liability company
ONCOR International LLC	DE	limited liability company
Real Estate Referral LLC	DE	limited liability company
Real Estate Referrals LLC	DE	limited liability company
Real Estate Services LLC	DE	limited liability company
Realogy Franchise Group LLC	DE	limited liability company
Realogy Global Services LLC	DE	limited liability company
Realogy Licensing LLC	DE	limited liability company
Realogy Services Group LLC	DE	limited liability company
Realogy Services Venture Partner LLC	DE	limited liability company
Secured Land Transfers LLC	DE	limited liability company
Sotheby’s International Realty Affiliates LLC	DE	limited liability company

I-2


Name of Entity	Jurisdiction	Type of Organization
Sotheby’s International Realty Licensee LLC	DE	limited liability company
Sotheby’s International Realty Referral Company, LLC	DE	limited liability company
Title Resource Group Affiliates Holdings LLC	DE	limited liability company
Title Resource Group Holdings LLC	DE	limited liability company
Title Resource Group LLC	DE	limited liability company
Title Resource Group Services LLC	DE	limited liability company
World Real Estate Marketing LLC	DE	limited liability company
III. Massachusetts
NRT Insurance Agency, Inc.	MA	corporation
Referral Associates of New England LLC	MA	limited liability company
IV. New York
The Sunshine Group, Ltd.	NY	corporation
V. Texas
American Title Company of Houston	TX	corporation
ATCOH Holding Company	TX	corporation
TAW Holding Inc.	TX	corporation
Texas American Title Company	TX	corporation
Waydan Title, Inc.	TX	corporation
Alpha Referral Network LLC	TX	limited liability company
NRT Texas LLC	TX	limited liability company
Processing Solutions LLC	TX	limited liability company
VI. Colorado
Colorado Commercial, LLC	CO	limited liability company
Guardian Title Agency, LLC	CO	limited liability company
NRT Colorado LLC	CO	limited liability company
Referral Network, LLC	CO	limited liability company
VII. Florida
St. Joe Title Services LLC	FL	limited liability company
The Sunshine Group (Florida) Ltd. Corp.	FL	corporation
VIII. Hawaii
Coldwell Banker Commercial Pacific Properties LLC	Hawaii	limited liability company
Coldwell Banker Pacific Properties LLC	Hawaii	limited liability company
IX. Maryland
Mid-Atlantic Settlement Services LLC	MD	limited liability company
X. Michigan
Sotheby’s International Realty, Inc.	MI	corporation
XI. Minnesota
Burnet Realty LLC	MN	limited liability company
Burnet Title LLC	MN	limited liability company
Burnet Title Holding LLC	MN	limited liability company
Home Referral Network LLC	MN	limited liability company

I-3


Name of Entity	Jurisdiction	Type of Organization
XII. New Hampshire
Market Street Settlement Group LLC	NH	limited liability company
XIII. Pennsylvania
Coldwell Banker Residential Referral Network, Inc.	PA	corporation
TRG Settlement Services, LLP	PA	limited liability partnership
XIV. Tennessee
Lakecrest Title, LLC	TN	limited liability company
Primacy Relocation, LLC	TN	limited liability company

I-4

EX-99.1 10 dex991.htm PRESS RELEASE ISSUED DECEMBER 15, 2010 Press Release issued December 15, 2010

Exhibit 99.1

LOGO

REALOGY ANNOUNCES PRELIMINARY RESULTS OF EXCHANGE OFFERS AND RECEIPT OF REQUIRED CONSENTS FOR AMENDMENTS TO SENIOR NOTES INDENTURES

PARSIPPANY, N.J., (December 15, 2010) — Realogy Corporation (“Realogy” or the “Company”) announced today that holders of approximately $2.67 billion aggregate principal amount (or approximately 88%) of the Existing Notes (as defined below) have validly tendered and not withdrawn their Existing Notes prior to the Consent Time (as defined below) in connection with Realogy’s previously commenced private exchange offers and consent solicitations (the “Exchange Offers”) relating to its outstanding 10.50% Senior Notes due 2014 (the “Existing Senior Cash Notes”), its outstanding 11.00%/11.75% Senior Toggle Notes due 2014 (the “Existing Senior Toggle Notes” and, together with the Existing Senior Cash Notes, the “Existing Senior Notes”) and its outstanding 12.375% Senior Subordinated Notes due 2015 (the “Existing Senior Subordinated Notes” and, together with the Existing Senior Cash Notes and the Existing Senior Toggle Notes, the “Existing Notes”), thereby satisfying the minimum condition in the Exchange Offers requiring the valid tender of at least $2.65 billion aggregate principal amount of Existing Notes. Realogy also announced that it had received the required consents in the Exchange Offers for certain amendments (the “Amendments”) to the indenture governing the Existing Senior Cash Notes (the “Existing Senior Cash Notes Indenture”) and the indenture governing the Existing Senior Toggle Notes (the “Existing Senior Toggle Notes Indenture” and, together with the Existing Senior Cash Notes Indenture, the “Existing Senior Indentures”).

As of 5:00 p.m., New York City time, on December 14, 2010 (the “Consent Time”), approximately $1,564 million, $421 million and $685 million aggregate principal amount of the Existing Senior Cash Notes, Existing Senior Toggle Notes and Existing Senior Subordinated Notes, respectively (representing approximately 92%, 90% and 78% respectively of the aggregate principal amount of each series of Existing Notes outstanding) were validly tendered and not withdrawn in the Exchange Offers, and the related consents thereby validly delivered, and not revoked. Of the total Existing Notes validly tendered and not withdrawn in the Exchange Offers as of the Consent Time, approximately $2,069 million aggregate principal amount were tendered for Convertible Notes (as defined below), which does not exceed the Convertible Notes Limit (as defined below), and approximately $601 million aggregate principal amount were tendered for the Extended Maturity Notes (as defined below).

Of the total Existing Senior Cash Notes validly tendered, approximately $461 million aggregate principal amount were tendered for 11.50% Senior Cash Notes due 2017 (the “New 11.50% Senior Cash Notes”), and approximately $1,102 million aggregate principal amount were tendered for 11.00% Series A Convertible Senior Subordinated Notes due 2018 (the “Series A Convertible Notes”). Of the total Existing Senior Toggle Notes validly tendered, approximately $130 million aggregate principal amount were tendered for 12.00% Senior Cash Notes due 2017 (the “New 12.00% Senior Cash Notes”), and approximately $291 million aggregate principal amount were tendered for 11.00% Series B Convertible Senior Subordinated Notes due 2018 (the “Series B Convertible Notes”). Of the total Existing Senior Subordinated Notes validly tendered, approximately $10 million aggregate principal amount were tendered for 13.375% Senior Subordinated Notes due 2018 (the “New Senior Subordinated Notes” and together with the New 11.50% Senior Cash Notes and New 12.00% Senior Cash Notes, the “Extended Maturity Notes”), and approximately $675 million aggregate principal amount were tendered for 11.00% Series C Convertible Senior Subordinated Notes due 2018 (the “Series C Convertible Notes” and, together with the Series A Convertible Notes and the Series B Convertible Notes, the “Convertible Notes”).

As of the Consent Time, the consents delivered in the Exchange Offers for the Existing Senior Notes (not including Existing Senior Notes held by investment funds managed by Apollo Management VI, L.P. or one of its affiliates (together with its affiliates, “Apollo”)), exceeded the amount required under the Existing Senior Indentures to approve the adoption of the Amendments to each of the Existing Senior Indentures. As of

the Consent Time, the consents delivered in the Exchange Offer for the Existing Senior Subordinated Notes did not reach the amount required under the indenture governing the Existing Senior Subordinated Notes (the “Existing Senior Subordinated Notes Indenture”) to approve the amendments to the Existing Senior Subordinated Notes Indenture.

Pursuant to the terms of the Exchange Offers, Existing Notes validly tendered, and not validly withdrawn at or prior to the Consent Time, may not be withdrawn, and the related consents may not be revoked. Existing Notes tendered after the Consent Time may not be withdrawn.

The Amendments to the Existing Senior Indentures will eliminate substantially all of the restrictive covenants and certain of the default provisions contained in the Existing Senior Indentures.

Based on the receipt of the required consents to the Amendments, Realogy, Domus Holdings Corp., the indirect parent of Realogy and a guarantor of the Existing Senior Notes (“Holdings”), certain of Realogy’s subsidiaries that guarantee the Existing Senior Notes and the trustee under the Existing Senior Cash Notes Indenture and the Existing Senior Toggle Notes Indenture, have entered into supplemental indentures reflecting the Amendments to each of the Existing Senior Indentures. Such Amendments will not become operative unless and until the Exchange Offers are consummated.

The Exchange Offers

Realogy also announced that it will pay the applicable Total Consideration (as defined below) for all Existing Notes validly tendered at or prior to the New Expiration Time (as defined below) and accepted for exchange. Accordingly, Eligible Holders (as defined below) validly tendering their Existing Notes after the Consent Time and at or prior to the Expiration Time will receive the same consideration in respect of their Existing Notes accepted for exchange as Eligible Holders that validly tendered, and did not validly withdraw, their Existing Notes at or prior to the Consent Time. Realogy has made this change to the terms of the Exchange Offers in order to provide prospective participants in the Existing Offers additional time to consider tendering their Existing Notes and receive the Total Consideration. The expiration of the Exchange Offers has been extended to Midnight, New York City time, on December 29, 2010 (the “New Expiration Time”), unless further extended by Realogy.

Eligible Holders that have validly tendered their Existing Notes, and Eligible Holders that validly tender their Existing Notes at or prior to the New Expiration Time, will receive the consideration (the “Total Consideration”) of, at the election of such Eligible Holder and subject to the Convertible Notes Limit and any resulting Proration (as defined below), (i) $1,000 principal amount of New 11.50% Senior Cash Notes or $1,000 principal amount of Series A Convertible Notes for each $1,000 principal amount of Existing Senior Cash Notes validly tendered and not validly withdrawn, (ii) $1,000 principal amount of New 12.00% Senior Cash Notes or $1,000 principal amount of Series B Convertible Notes for each $1,000 principal amount of Existing Senior Toggle Notes validly tendered and not validly withdrawn and/or (iii) $1,000 principal amount of New Senior Subordinated Notes or $1,000 principal amount of Series C Convertible Notes for each $1,000 principal amount of Existing Senior Subordinated Notes validly tendered and not validly withdrawn. The Exchange Offers are open only to holders who are “qualified institutional buyers” or institutional “accredited investors” as such terms are defined under the Securities Act of 1933, as amended (the “Securities Act”) (“Eligible Holders”).

The maximum aggregate principal amount of Existing Notes that may be tendered for Convertible Notes (the “Convertible Notes Limit”) in the Exchange Offers is $2.3 billion. In the event that the aggregate principal amount of Existing Notes tendered for Convertible Notes exceeds the Convertible Notes Limit, Convertible Notes will only be issued in exchange for Existing Notes up to the Convertible Notes Limit and will be apportioned pro rata among all tendering Eligible Holders, to the extent they elected to receive Convertible Notes, based on the principal amount of Existing Notes tendered for Convertible Notes by such

Eligible Holders (“Proration”). In the event of Proration, Eligible Holders that have elected to receive Convertible Notes will receive New 11.50% Senior Cash Notes, New 12.00% Senior Cash Notes or New Senior Subordinated Notes, as the case may be, for the portion of their corresponding tendered Existing Notes for which they will not receive Convertible Notes.

Consummation of the Exchange Offers is conditioned upon the satisfaction or waiver of the conditions set forth in the confidential offering memorandum, dated November 30, 2010 (as supplemented, the “Offering Memorandum”) and related letter of transmittal and consent (as supplemented, the “Letter of Transmittal”). Such conditions include, among other things, the Company’s receipt of all material regulatory approvals from any relevant governmental authority, including the Texas Department of Insurance, in connection with the Exchange Offers. Subject to the terms and conditions set forth in the Offering Memorandum and the support agreement, dated November 30, 2010, among Realogy, Holdings, Apollo, Paulson & Co. Inc., on behalf of the several investment funds and accounts managed by it, and Avenue Capital Management II, L.P., Realogy may waive any of these or any other conditions to the consummation of the Exchange Offers in its sole discretion. Realogy currently expects that the settlement date for the Exchange Offers and the issuance of the Extended Maturity Notes and the Convertible Notes will occur on January 5, 2011 or as soon as practicable thereafter, subject to the satisfaction or waiver of the conditions set forth in the Offering Memorandum and the Letter of Transmittal and any extension of the New Expiration Time.

The Exchange Offers are being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the Offering Memorandum and the Letter of Transmittal. Only holders who certify to their status as “qualified institutional buyers” or institutional “accredited investors” as defined under the Securities Act and are Eligible Holders may receive copies of the Offering Memorandum and the Letter of Transmittal and participate in the Exchange Offers. Holders wishing to certify that they are Eligible Holders and be eligible to receive a copy of the Offering Memorandum and the Letter of Transmittal, should visit the eligibility website, www.bondcom.com/realogy, or contact the Information and Exchange Agent for the Exchange Offers, Bondholder Communications Group, LLC at (212) 809-2663.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offers are being made and the New Notes are being offered only to “qualified institutional buyers” and institutional “accredited investors” as defined under the Securities Act. The New Notes and the shares of Class A common stock of Holdings, par value $0.01 per share (the “Class A Common Stock”) issuable upon conversion of the Convertible Notes have not been registered under the Securities Act or under any state securities laws, and the New Notes and the shares of Class A Common Stock issuable upon conversion of the Convertible Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and accordingly, are subject to significant restrictions on transfer and resale as more fully described in the Offering Memorandum and the Letter of Transmittal. The Exchange Offers are subject to the terms and conditions set forth in the Offering Memorandum and the Letter of Transmittal.

About Realogy

Realogy Corporation, a global provider of real estate and relocation services, has a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy’s world-renowned brands and business units include Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, The Corcoran Group®, ERA®, Sotheby’s International Realty®, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy’s franchise systems have approximately 14,700 offices and 267,000 sales associates doing business in 100 countries and territories around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor.

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 Corporation 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” 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.

Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: our inability to access capital, including debt refinancing, and/or securitization markets; our substantial amount of outstanding debt; our ability to comply with the affirmative and negative covenants contained in our debt agreements; adverse developments or the absence of sustained improvement in general business, economic and political conditions; adverse developments or the absence of improvement in the residential real estate markets including but not limited to the lack of sustained improvement in the number of home sales and/or further declines in home prices, low levels of consumer confidence, the impact of slow economic growth or future recessions and related high levels of unemployment in the U.S. and abroad, the termination of the federal homebuyer tax credit program, continuing high levels of foreclosures or further disruptions in the foreclosure review process, our geographic and high-end market concentration in particular to our company-owned brokerage operations and reduced availability of mortgage financing or financing availability at rates not sufficiently attractive to homebuyers; the final resolution or outcomes with respect to Cendant’s remaining contingent liabilities; any outbreak or escalation of hostilities on a national, regional or international basis or adverse effects of natural disasters or environmental catastrophes; our failure to enter into or renew franchise agreements, maintain our brands or the inability of franchisees to survive the current real estate cycle; our inability to realize benefits from future acquisitions; and our inability to sustain improvements in our operating efficiency.

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 Annual Report on Form 10-K for the year ended December 31, 2009, under the heading “Forward-Looking Statements” in our Form 10-Q for the quarter ended September 30, 2010, and in our other periodic reports filed from time to time, in connection with considering any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, 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 unless we are required to do so by law.

Investor Relations Contact:

Alicia Swift

(973) 407-4669

alicia.swift@realogy.com

Media Contact:

Rick Matthews

Rubenstein Communications, Inc.

212-843-8267 (office)

862-266-4779 (cell)

rmatth@rubenstein.com

Mark Panus

(973) 407-7215

mark.panus@realogy.com

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