Contract
Exhibit 10.4
JOINDER NO. 1 dated as of October 23, 2015 to the FIRST LIEN PRIORITY INTERCREDITOR AGREEMENT dated as of February 2, 2012 (the “First Lien Priority Intercreditor Agreement”), among REALOGY GROUP LLC, a Delaware limited liability company (f/k/a REALOGY CORPORATION, a Delaware corporation) (the “Company”), certain subsidiaries and affiliates of the Company (each, a “Grantor”), JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties under the First Lien Priority Security Documents (in such capacity, the “Credit Agreement Collateral Agent”), and as Authorized Representative for the Credit Agreement Secured Parties, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Initial Additional Authorized Representative, and the additional Authorized Representatives from time to time a party thereto.
A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Priority Intercreditor Agreement.
B. As a condition to the ability of the Company to incur Additional First Lien Priority Obligations and to secure such Additional Senior Class Debt with the liens and security interests created by the Additional First Lien Priority Security Documents, the Additional Senior Class Debt Representative in respect of such Additional Senior Class Debt is required to become an Authorized Representative, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the First Lien Priority Intercreditor Agreement. Section 5.13 of the First Lien Priority Intercreditor Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative, and such Additional Senior Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by the First Lien Priority Intercreditor Agreement upon the execution and delivery by the Senior Debt Class Representative of an instrument in the form of this Joinder Agreement and the satisfaction of the other conditions set forth in Section 5.13 of the First Lien Priority Intercreditor Agreement. The undersigned, JPMORGAN CHASE BANK, N.A. (the “New Representative”), as Collateral Agent under the Term Loan Agreement, dated as of October 23, 2015 among REALOGY INTERMEDIATE HOLDINGS LLC, REALOGY GROUP LLC, the Lenders party thereto and JPMorgan Chase Bank, N.A. (the “Term Loan Agreement”) is executing this Joinder Agreement in accordance with the requirements of the First Lien Priority Intercreditor Agreement and the First Lien Priority Security Documents.
Accordingly, each Collateral Agent, each Authorized Representative and the New Representative agree as follows:
SECTION 1. In accordance with Section 5.13 of the First Lien Priority Intercreditor Agreement, the New Representative by its signature below becomes an Authorized Representative under, and the related Additional Senior Class Debt and Additional Senior Class Debt Parties become subject to and bound by, the First Lien Priority Intercreditor Agreement with the same force and effect as if the New Representative had originally been named therein as an Authorized Representative and the New Representative, on its behalf and on behalf of such Additional Senior Class Debt Parties, hereby agrees to all the terms and provisions of the First
Lien Priority Intercreditor Agreement applicable to it as Authorized Representative and to the Additional Senior Class Debt Parties that it represents as Additional First Lien Priority Secured Parties. Each reference to an “Authorized Representative” in the First Lien Priority Intercreditor Agreement shall be deemed to include the New Representative. The First Lien Priority Intercreditor Agreement is hereby incorporated herein by reference.
SECTION 2. The New Representative represents and warrants to each Collateral Agent, each Authorized Representative and the other First Lien Priority Secured Parties, individually, that (i) it has full power and authority to enter into this Joinder, in its capacity as administrative agent and collateral agent, (ii) this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and (iii) the Additional First Lien Priority Documents relating to such Additional Senior Class Debt provide that, upon the New Representative’s entry into this Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the First Lien Priority Intercreditor Agreement as Additional First Lien Priority Secured Parties.
SECTION 3. This Joinder may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when each Collateral Agent shall have received a counterpart of this Joinder that bears the signatures of the New Representative. Delivery of an executed signature page to this Joinder by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder.
SECTION 4. Except as expressly supplemented hereby, the First Lien Priority Intercreditor Agreement shall remain in full force and effect.
SECTION 5. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 6. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the First Lien Priority Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Priority Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at its address set forth below its signature hereto.
SECTION 8. The Company agrees to reimburse each Collateral Agent and each Authorized Representative for its reasonable out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel.
IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First Lien Priority Intercreditor Agreement as of the day and year first above written.
| JPMORGAN CHASE BANK, N.A, | ||
| as collateral agent for secured parties under the Term Loan Agreement | ||
| By: | /s/ Xxxxxxxx X Xxxxx | |
| Name: | Xxxxxxxx X Xxxxx | |
| Title: | Executive Director | |
| Address for notices: | ||
| JPMorgan Chase Bank, N.A. | ||
| 000 Xxxxxxx Xxxxxxxxxx Xxxx | ||
| Ops 2 Xxxxx 0 | ||
| Xxxxxx, XX 00000 | ||
| Acknowledged by: | ||
| JPMORGAN CHASE BANK, N.A., as the Credit Agreement Collateral Agent and Authorized Representative, | ||
| By: | /s/ Xxxxxxxx X Xxxxx | |
| Name: | Xxxxxxxx X Xxxxx | |
| Title: | Executive Director | |
| as Company | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: | Xxxxxxx X. Xxxx | |
| Title: | Executive Vice President, | |
| Chief Financial Officer and Treasurer | ||
| SUBSIDIARY GUARANTORS: | ||
| NRT INSURANCE AGENCY, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: | Xxxxxxx X. Xxxx | |
| Title: | Chief Financial Officer | |
| CARTUS ASSET RECOVERY CORPORATION | ||
| CARTUS CORPORATION | ||
| CDRE TM LLC | ||
| REALOGY OPERATIONS LLC | ||
| REALOGY SERVICES GROUP LLC | ||
| REALOGY SERVICES VENTURE PARTNER LLC | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: | Xxxxxxx X. Xxxx | |
| Title: | Executive Vice President and Treasurer | |
| AMERICAN TITLE COMPANY OF HOUSTON | ||
| CASE TITLE COMPANY | ||
| BURNET TITLE LLC | ||
| BURNET TITLE HOLDING LLC | ||
| CORNERSTONE TITLE COMPANY | ||
| EQUITY TITLE COMPANY | ||
| EQUITY TITLE MESSENGER SERVICE HOLDING LLC | ||
| GUARDIAN HOLDING COMPANY | ||
| GUARDIAN TITLE AGENCY, LLC | ||
| KEYSTONE CLOSING SERVICES LLC | ||
| LAKECREST TITLE, LLC | ||
| 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. XXX TITLE SERVICES LLC | ||
| TEXAS AMERICAN TITLE COMPANY | ||
| TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC | ||
| TITLE RESOURCE GROUP HOLDINGS LLC | ||
| TITLE RESOURCE GROUP LLC | ||
| TITLE RESOURCE GROUP SERVICES LLC | ||
| TRG SETTLEMENT SERVICES, LLP | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| 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 | ||
| SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC | ||
| ZIPREALTY CALIFORNIA, INC. | ||
| ZIPREALTY LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxx | |
| Title: | Chief Finance and Strategy Officer | |
| ALPHA REFERRAL NETWORK LLC | ||
| XXXXXXXXX LLC | ||
| BURNET REALTY LLC | ||
| CAREER DEVELOPMENT CENTER, LLC | ||
| CB COMMERCIAL NRT PENNSYLVANIA 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 | ||
| HFS LLC | ||
| XXX.XXX CONNECTICUT REAL ESTATE LLC | ||
| XXX.XXX REAL ESTATE INCORPORATED | ||
| XXX.XXX REAL ESTATE LLC | ||
| HOME REFERRAL NETWORK LLC | ||
| XXXX XXXXXXX LLC | ||
| XXXXXX XXXXXX PROPERTIES, L.P. | ||
| XXXXXX XXXXXX SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY LLC | ||
| MTPGP, LLC | ||
| NRT ARIZONA COMMERCIAL LLC | ||
| NRT ARIZONA LLC | ||
| NRT ARIZONA REFERRAL LLC | ||
| NRT CAROLINAS LLC | ||
| NRT CAROLINAS REFERRAL NETWORK LLC | ||
| NRT COLORADO LLC | ||
| NRT COLUMBUS LLC | ||
| NRT COMMERCIAL LLC | ||
| NRT COMMERCIAL UTAH LLC | ||
| NRT DEVELOPMENT ADVISORS LLC | ||
| NRT DEVONSHIRE LLC | ||
| NRT DEVONSHIRE WEST LLC | ||
| NRT FLORIDA LLC | ||
| NRT HAWAII REFERRAL, LLC | ||
| NRT LLC | ||
| NRT MID-ATLANTIC LLC | ||
| NRT MISSOURI LLC | ||
| NRT MISSOURI REFERRAL NETWORK LLC | ||
| NRT NEW ENGLAND LLC | ||
| NRT NEW YORK LLC | ||
| NRT NORTHFORK LLC | ||
| NRT PHILADELPHIA LLC | ||
(continued)
(continued from prior page)
| NRT PITTSBURGH LLC | ||
| NRT PROPERTY MANAGEMENT ARIZONA LLC | ||
| NRT PROPERTY MANAGEMENT CALIFORNIA, INC. | ||
| NRT PROPERTY MANAGEMENT DC LLC | ||
| NRT PROPERTY MANAGEMENT DELAWARE LLC | ||
| NRT PROPERTY MANAGEMENT FLORIDA LLC | ||
| NRT PROPERTY MANAGEMENT GEORGIA LLC | ||
| NRT PROPERTY MANAGEMENT MARYLAND LLC | ||
| NRT PROPERTY MANAGEMENT MINNESOTA LLC | ||
| NRT PROPERTY MANAGEMENT NEW JERSEY LLC | ||
| NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC | ||
| NRT PROPERTY MANAGEMENT TEXAS LLC | ||
| NRT PROPERTY MANAGEMENT VIRGINIA LLC | ||
| NRT REFERRAL NETWORK LLC | ||
| NRT RELOCATION LLC | ||
| NRT RENTAL MANAGEMENT SOLUTIONS LLC | ||
| NRT REOEXPERTS LLC | ||
| NRT SUNSHINE INC. | ||
| NRT TEXAS LLC | ||
| NRT UTAH LLC | ||
| NRT WEST, INC. | ||
| NRT ZIPREALTY LLC | ||
| REAL ESTATE REFERRAL LLC | ||
| REAL ESTATE REFERRALS LLC | ||
| REAL ESTATE SERVICES LLC | ||
| REFERRAL ASSOCIATES OF NEW ENGLAND LLC | ||
| REFERRAL NETWORK LLC | ||
| REFERRAL NETWORK PLUS, INC. | ||
| REFERRAL NETWORK, LLC | ||
| SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC | ||
| SOTHEBY’S INTERNATIONAL REALTY, INC. | ||
| THE SUNSHINE GROUP, LTD. | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: | Xxxxx X. Xxxxxx | |
| Title: | Chief Financial Officer | |
