Contract

Exhibit 10.2
SUPPLEMENT NO. 1 (this “Supplement”) dated as of August 28, 2020 to the Second Lien Priority Collateral Agreement dated as of June 16, 2020 (the “Collateral Agreement”), among REALOGY GROUP LLC (the “Company”), REALOGY INTERMEDIATE HOLDINGS LLC (“Intermediate Holdings”), each Subsidiary Grantor identified therein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
A.    Reference is made to the Indenture dated as of June 16, 2020 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among the Company, Realogy Co-Issuer Corp., a Florida corporation, Holdings, Intermediate Holdings, the Subsidiaries of the Company party thereto as guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), pursuant to which the Company has duly authorized the issue of the Notes.
B.    Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Collateral Agreement, as applicable.
C.    The Company, Intermediate Holdings and each of the Subsidiary Grantors have entered into the Collateral Agreement in order to induce the Holders to purchase and otherwise acquire the Notes. Section 7.16 of the Collateral Agreement provides that additional Subsidiaries of the Company may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiaries (each, a “New Grantor”) are executing this Supplement in accordance with the requirements of the Indenture to become Grantors under the Collateral Agreement.
Accordingly, the Collateral Agent and each New Grantor agree as follows:
SECTION 1. In accordance with Section 7.16 of the Collateral Agreement, each New Grantor by its signature below becomes a Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of Secured Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of such New Grantor’s right, title and interest in and to the Article 9 Collateral and the Pledged Collateral (as each term is defined in the Collateral Agreement) of such New Grantor. Each reference to a “Grantor” and “Guarantor” in the Collateral Agreement shall be deemed to include the New Grantor. The Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and


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delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
SECTION 3. Each New Grantor is a corporation duly incorporated under the laws of the State of Delaware.
SECTION 4. Each New Grantor confirms that no Default has occurred or would occur as a result of such New Grantor becoming a Guarantor or a Grantor under the Collateral Agreement.
SECTION 5. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of each New Grantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually or electronically signed counterpart of this Supplement. The words “execution,” “signed,” “signature,” and words of like import in this Joinder shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 6. Each New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Pledged Stock and Pledged Debt Securities now owned by such New Grantor and (ii) any and all Intellectual Property now owned by such New Grantor and (b) set forth under its signature hereto, is the true and correct legal name of such New Grantor and its jurisdiction of organization.
SECTION 7. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.
SECTION 8. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations


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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 10. All communications and notices hereunder shall (except as otherwise expressly permitted by the Collateral Agreement) be in writing and given as provided in Section 15.01 of the Indenture. All communications and notices hereunder to each New Grantor shall be given to it in care of the Company as provided in Section 15.01 of the Indenture.
SECTION 11. Each New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.






IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.
CARTUS CORPORATION
REALOGY LEAD MANAGEMENT SERVICES, INC.,
    

By:    /s/ Xxxxxxx X. Xxxxxxxxx
    Name: Xxxxxxx X. Xxxxxxxxx
    Title: Senior Vice President
    

CARTUS CORPORATION
Address: 00 Xxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000
Jurisdiction of Incorporation: Delaware

REALOGY LEAD MANAGEMENT SERVICES, INC.
Address: 000 Xxxx Xxx., Xxxxxxx, XX 00000
Jurisdiction of Incorporation: Delaware



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent
    
By:    /s/ Xxxxxx Xxxx
    Name: Xxxxxx Xxxx
    Title: Vice President

[Signature Page to Supplement No. 1 to GCA]


Schedule I to
Supplement No. 1 to the
Collateral Agreement
Collateral of the New Grantors
EQUITY INTERESTS

GrantorIssuerType of Organization# of Shares OwnedTotal Shares Outstanding% of Interest Held by Grantor PledgedCertificate No.
Cartus CorporationRealogy Lead Management Services, Inc.Delaware Corporation100100100%1
Cartus CorporationCartus B.V.Netherlands Private Company with Limited Liability18,000 shares18,000 shares100%n/a
Cartus CorporationCartus Brasil Serviços de Reloçacão Ltda.Brazil Limited Liability Company660,850 shares660,851 shares100%n/a
Cartus CorporationCartus Financial CorporationDelaware Corporation1,000 shares
Common Stock		1,000 shares
Common Stock		100%3
Cartus CorporationCartus Holdings LimitedUK Limited Company4,875,000
Ordinary shares		7,500,000
Ordinary shares		100%6
Cartus CorporationCartus Holdings LimitedUK Limited Company2,625,000
Ordinary shares		7,500,000
Ordinary shares		0%7
Cartus CorporationCartus India Private LimitedIndia Private Company25,500 shares50,000 shares100%001
Cartus CorporationCartus India Private LimitedIndia Private Company24,500 shares50,000 shares0%002
Cartus CorporationCartus Puerto Rico CorporationPuerto Rico Corporation100 shares
Common Stock		100 shares
Common Stock		100%1
Cartus CorporationCartus Real Estate Consultancy (Shanghai) Co., Ltd.China Limited Liability Company100% Equity Interest100% Equity Interest100%n/a
Cartus CorporationCartus Relocation Canada LimitedCanada Limited CompanyClass A - 13 shares
Class B - 62 shares		Class A - 20 shares
Class B - 80 shares		100%
CA-1
CB-1


Cartus CorporationCartus Relocation Canada LimitedCanada Limited CompanyClass A - 7 shares
Class B - 18 shares		Class A - 20 shares
Class B - 80 shares		0%
CA-2
CB-2
Cartus CorporationCartus Relocation CorporationDelaware Corporation1,000 shares
Common Stock		1,000 shares
Common Stock		100%2
Cartus CorporationCartus Relocation Hong Kong LimitedPrivate company limited by shares and incorporated in Hong Kong1 Ordinary share1 Ordinary share100%3
Cartus CorporationCartus SarlSwitzerland Limited Liability Company200 shares Uncertificated200 shares Uncertificated100%n/a
Cartus CorporationCartus SASFrance Simplified Joint-Stock Company348,000 shares Uncertificated348,000 shares Uncertificated100%n/a
Cartus CorporationRealogy Cavalier Holdco LLCDelaware Limited Liability Company65 shares
Membership Certificate		100 shares
Membership Certificate		100%2
Cartus CorporationRealogy Cavalier Holdco LLCDelaware Limited Liability Company35 shares
Membership Certificate		100 shares
Membership Certificate		0%3
Cartus CorporationFairtide Insurance Ltd.Bermuda Limited Company3,000,000 shares3,000,000 shares100%n/a


PLEDGED DEBT SECURITIES
None.



INTELLECTUAL PROPERTY
Patents

Owner NameCountryType of PatentPatent TitlePatent No.
Cartus CorporationUSUtilitySystem and Method of Selecting Freight Forwarding Companies8/131,598

Patent Applications
Owner NameCountryPatent TitleApplication No.
Cartus CorporationUSMETHOD AND SYSTEM FOR ESTIMATING RELOCATION COSTS16/913,525

US Trademark Applications and Registrations

TrademarkOwner Name
Application
No.
Registration No.
ASSIGNMENT PULSEPOINTCartus Corporation875919575602719
CARTUSCartus Corporation788087923370574
CARTUS & Globe DesignCartus Corporation788179233314369
CARTUS & Globe DesignCartus Corporation788180453314372
CARTUS & Globe DesignCartus Corporation788180643321204
CARTUS & Globe DesignCartus Corporation788180823383108
CARTUS MOVEPRO360Cartus Corporation88563115 
CARTUS MOVEPRO360Cartus Corporation88563110 
CARTUS RELOCATION FLEXCARDCartus Corporation868866315079720
CARTUSMOBILECartus Corporation860617874514560
CARTUSONLINECartus Corporation860617924595740
EASYTOURCartus Corporation786598653331185
GLOBALNETCartus Corporation751532842198869
Globe DesignCartus Corporation788179433314370
Globe DesignCartus Corporation788180473314373
Globe DesignCartus Corporation788180693321205
Globe DesignCartus Corporation788180873379520
Globe Design (in color)Cartus Corporation788179543314371
Globe Design (in color)Cartus Corporation788180553314374
Globe Design (in color)Cartus Corporation788180773321206
Globe Design (in color)Cartus Corporation788180903379521
HAVE DONE. WILL DO.Cartus Corporation875458315416853
HOME AND MOVECartus Corporation788172563372957
HOME AND MOVE & DesignCartus Corporation788172583372958
MEMBERMOVECartus Corporation737489641554062


MILES FROM HOMECartus Corporation777908153792478
MOBILIFYCartus Corporation88701422 
MOBILIFYCartus Corporation88701428 
MOBILIFY MOBILITY SIMPLIFIED with house design (horizontal)Cartus Corporation88748960 
MOBILIFY MOBILITY SIMPLIFIED with house design (horizontal)Cartus Corporation88748951 
MOBILIFY MOBILITY SIMPLIFIED with house design (stacked)Cartus Corporation88748942 
MOBILIFY MOBILITY SIMPLIFIED with house design (stacked)Cartus Corporation88748943 
MOBILIFY with house design (horizontal)Cartus Corporation88748941 
MOBILIFY with house design (horizontal)Cartus Corporation88748952 
MOBILIFY with house design (stacked)Cartus Corporation88748946 
MOBILIFY with house design (stacked)Cartus Corporation88748950 
MOVEPLUSCartus Corporation850738683917108
MOVEPRO 360 Logo (black)Cartus Corporation88795717 
MOVEPRO360Cartus Corporation88563124 
MOVEPRO360Cartus Corporation88563121 
PRIMACY RELOCATION & DEVICECartus Corporation756225232326003
Sunburst LogoCartus Corporation756225222316479
TRUSTED GUIDANCE - FOR EVERY MOVE YOU MAKECartus Corporation860600124627337
WE MOVE THE PEOPLE WHO MOVE THE WORLDCartus Corporation753049462455642


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None.

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Filed: November 5th, 2020
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