SUPPLEMENTAL INDENTURE NO. 17
Exhibit 4.7
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 ▇▇▇▇▇ 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.
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:
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/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇ | |
| Title: | Senior Associate | |
| REALOGY CORPORATION | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Title: | Chief Financial Officer | |
| DOMUS HOLDINGS CORP. | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |
| Title: | Executive Vice President & Treasurer | |
| AMERICAN TITLE COMPANY OF HOUSTON | ||
| ATCOH HOLDING COMPANY | ||
| BURNET TITLE LLC | ||
| BURNET TITLE HOLDING LLC | ||
| ▇▇▇▇▇▇ 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. ▇▇▇ 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |
| Title: | Chief Financial Officer | |
| FSA MEMBERSHIP SERVICES, LLC | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Executive Vice President | |
3
| ALPHA REFERRAL NETWORK LLC | ||
| ASSOCIATED CLIENT REFERRAL LLC | ||
| ▇▇▇▇▇▇▇▇▇ LLC | ||
| ▇▇▇▇▇▇▇▇▇ 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 | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Chief Financial Officer | |
4
| 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Chief Financial Officer | |
5
Schedule I
GUARANTORS
| Name of Entity |
Jurisdiction | Type of Organization | ||
| I. California | ||||
| ▇▇▇▇▇▇ 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 | ||
| ▇▇▇▇▇▇▇▇▇ LLC | DE | limited liability company | ||
| ▇▇▇▇▇▇▇▇▇ 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 | ||
| ▇▇▇▇ ▇▇▇▇▇▇▇ 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. ▇▇▇ 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