SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of November 30, 2011, among the guarantors listed on the signature page hereto (each, a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each a subsidiary of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
Dated as of February 2, 2012 Among REALOGY CORPORATION, DOMUS HOLDINGS CORP., DOMUS INTERMEDIATE HOLDINGS CORP., THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO,Indenture • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
INDENTURE, dated as of February 2, 2012, among Realogy Corporation, a Delaware corporation (the “Issuer”), Domus Holdings Corp., a Delaware corporation and the indirect parent of the Issuer (“Holdings”), Domus Intermediate Holdings Corp., a Delaware corporation and the direct parent of the Issuer (“Intermediate Holdings”), the Note Guarantors (as defined herein) listed on the signature pages hereto, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent.
ContractJoinder Agreement • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
JOINDER AGREEMENT NO. 2, dated as of February 2, 2012 (this “Joinder Agreement”), to the INTERCREDITOR AGREEMENT, dated as of September 28, 2009 (as amended, modified and supplemented from time to time, the “Intercreditor Agreement”), among JPMorgan Chase, N.A. and The Bank of New York Mellon Trust Company, N.A., as First Priority Representatives (collectively, the “Existing First Priority Representative”) for the First Priority Secured Parties (the “Existing First Priority Secured Parties”), Wilmington Trust Company, as Second Priority Representative (the “Second Priority Representative”) for the Second Priority Secured Parties, Realogy Corporation (the “Borrower”) and each of the other Loan Parties party thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms (or incorporated by reference) in the Intercreditor Agreement.
AMENDED AND RESTATED INTERCREDITOR AGREEMENTAmended and Restated Intercreditor Agreement • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
Intercreditor Agreement (this “Agreement”), dated as of February 2, 2012, among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns, the “Initial First Lien Senior Priority Representative”) for the First Lien Senior Priority Secured Parties under the Existing Credit Agreement (as each term is defined below), The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (in such capacity, with its successors and assigns, the “Initial First Lien Junior Priority Representative”) for the First Lien Junior Priority Secured Parties under the Initial First Lien Junior Priority Indenture (as each term is defined below), The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (in such capacity, with its successors and assigns, the “Initial Additional First Lien Senior Priority Representative”) for the First Lien Senior Priority Secured Parties under the Additional First Lien Senior Priority Indenture (as each term is defined
LEASE AGREEMENT BETWEEN a New Jersey limited liability company LANDLORD, -AND-Lease Agreement • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New Jersey
This LEASE AGREEMENT (this “Lease”) is dated November 23, 2011 and is between 175 PARK AVENUE, LLC, a New Jersey limited liability company (“Landlord”), and REALOGY OPERATIONS LLC, a Delaware limited liability company (“Tenant”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of November 30, 2011, among the guarantors listed on the signature page hereto (each, a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each a subsidiary of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
SEVENTH OMNIBUS AMENDMENT (Apple Ridge Funding LLC)Receivables Purchase Agreement • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
This MASTER INDENTURE, dated as of April 25, 2000 (as amended, modified or supplemented from time to time, the “Indenture”), by and between APPLE RIDGE FUNDING LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, as indenture trustee (herein, together with its successors in the trusts hereunder, the “Indenture Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as paying agent, authentication agent and transfer agent and registrar (together with its permitted successors and assigns, “U.S. Bank”). This Indenture may be supplemented at any time and from time to time by an indenture supplement in accordance with Article X hereof (each, an “Indenture Supplement”). If a conflict exists between the terms and provisions of this Indenture and any Indenture Supplement, the terms and provisions of the Indenture Supplement shall be controllin
FIRST LIEN PRIORITY INTERCREDITOR AGREEMENT among REALOGY CORPORATION, the other Grantors party hereto, JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties and as Authorized Representative for the...First Lien Priority Intercreditor Agreement • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
FIRST LIEN PRIORITY INTERCREDITOR AGREEMENT, dated as of February 2, 2012 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among REALOGY CORPORATION, a Delaware corporation (the “Company”), the other Grantors (as defined below) from time to time party hereto, JPMORGAN CHASE BANK, N.A., as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”) and as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the collateral agent and Authorized Representative for the Initial Additional First Lien Priority Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional Authorized Representative”) and each additional Author
GUARANTYGuaranty • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New Jersey
THIS GUARANTY (this “Guaranty”), made as of the 23rd day of November, 2011, by REALOGY CORPORATION, a corporation organized under the laws of Delaware, having an address at 1 Campus Drive, Parsippany, New Jersey 07054 (“Guarantor”), to 175 PARK AVENUE, LLC, a New Jersey limited liability company, having an address c/o The Hampshire Companies, LLC, 83 South Street, Morristown, New Jersey 07960 (“Landlord”).
NOTE PURCHASE AGREEMENT (Secured Variable Funding Notes, Series 2011-1) Dated as of December 14, 2011 Among APPLE RIDGE FUNDING LLC as Issuer, CARTUS CORPORATION, as Servicer, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as the...Note Purchase Agreement • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
APPLE RIDGE FUNDING LLC, a Delaware limited liability company, as Issuer, CARTUS CORPORATION, a Delaware corporation, as Servicer, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Purchasers, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Purchasers, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Managing Agents and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CA-CIB”), in its capacity as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”) and as Lead Arranger agree as follows:
INDENTURE SUPPLEMENTDomus Holdings Corp • March 2nd, 2012 • Real estate agents & managers (for others) • New York
SERIES 2011-1 INDENTURE SUPPLEMENT, dated as of December 16, 2011 (as amended, modified, restated or supplemented from time to time, the “Indenture Supplement”), by and between APPLE RIDGE FUNDING LLC, a limited liability company organized under the laws of the State of Delaware, as Issuer (together with its permitted successors and assigns, the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, as indenture trustee, paying agent, authentication agent and transfer agent, and registrar (together with its permitted successors and assigns, “U.S. Bank” and in its capacity as indenture trustee, the “Indenture Trustee”).
FIRST LIEN JUNIOR PRIORITY COLLATERAL AGREEMENTJunior Priority • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
*Primacy Relocation LLC* merged into Cartus Corporation as of December 31, 2010, and Cartus Corporation now owns all of Primacy's marks. Recordal of that merger has been filed and recordal certificates are pending.
COLLATERAL AGREEMENT dated and effective as of February 2, 2012 amongCollateral Agreement • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
*Primacy Relocation LLC* merged into Cartus Corporation as of December 31, 2010, and Cartus Corporation now owns all of Primacy's marks. Recordal of that merger has been filed and recordal certificates are pending.
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • March 2nd, 2012 • Domus Holdings Corp • Real estate agents & managers (for others) • New York
Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of November 30, 2011, among the guarantors listed on the signature page hereto (each, a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each a subsidiary of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
