SUPPLEMENTAL INDENTURE NO. 3
Exhibit 4.76
SUPPLEMENTAL INDENTURE NO. 3
Supplemental Indenture No. 3 (this “Supplemental Indenture”), dated as of September 11, 2012, among Realogy Corporation, a Delaware corporation (the “Issuer”), Domus Holdings Corp., a Delaware Corporation (“Holdings”), the guarantors listed on the signature pages hereto (each, a “Note Guarantor” and together, the “Note Guarantor”), each a subsidiary of the Issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, each of the Issuer, Holdings and the Note Guarantors has heretofore executed and delivered to the Trustee an indenture (as supplemented, the “Indenture”), dated as of January 5, 2011, pursuant to which the Issuer has issued its 11.00% Series A Convertible Senior Subordinated Notes due 2018, 11.00% Series B Convertible Senior Subordinated Notes due 2018 and 11.00% Series C Convertible Senior Subordinated Notes due 2018 (collectively, the “Notes”) and the Note Guarantors have provided guarantees (the “Guarantees” and, together with the Notes, 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 66 2/3% of the aggregate principal amount of the Notes then outstanding voting as a single class (“Requisite Consent”);
WHEREAS, the Requisite Consent to the amendment to the Indenture set forth in Section 1.1 has 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 Note Guarantors, as applicable, 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 Amendment to Indenture.
The Indenture is hereby amended to replace clause (i) of Section 4.07 with the following:
“(i) its corporate existence in accordance with its organizational documents, provided that, for the avoidance of doubt, nothing in this clause (i) shall prevent the Issuer from converting into a limited liability company in connection with a Qualified Public Offering and”.
ARTICLE II
MISCELLANEOUS
Section 2.1 Ratification of Indenture; Supplemental Indenture Part of Indenture.
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.
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.
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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, Holdings and the Note 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, Holdings and the Note Guarantors in this Supplemental Indenture shall bind their Successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
Section 2.8 Validity; Enforceability.
Section 2.9 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]
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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/ Xxxxxxx X. Xxxx | |
| Name: | Xxxxxxx X. Xxxx | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| DOMUS HOLDINGS CORP | ||
| By: | /s/ Xxxxxxx X. Xxxx | |
| Name: | Xxxxxxx X. Xxxx | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| NRT INSURANCE AGENCY, INC. | ||||
| REALOGY OPERATIONS LLC | ||||
| REALOGY SERVICES GROUP LLC | ||||
| REALOGY SERVICES VENTURE PARTNER LLC | ||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Chief Financial Officer | |||
| CARTUS CORPORATION | ||||
| CDRE TM LLC | ||||
| LAKECREST TITLE, LLC | ||||
| NRT PHILADELPHIA LLC | ||||
| REFERRAL NETWORK LLC | ||||
| SOTHEBY’S INTERNATIONAL REALTY | ||||
| LICENSEE LLC | ||||
| WREM, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Executive Vice President Treasurer | |||
| AMERICAN TITLE COMPANY OF HOUSTON | ||
| ATCOH HOLDING COMPANY | ||
| BURNET TITLE LLC | ||
| BURNET TITLE HOLDING LLC | ||
| XXXXXX 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 | ||
| CASE 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. XXX 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/ 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 | ||||
| WORLD REAL ESTATE MARKETING LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxx | |||
| Title: | Chief Financial Officer | |||
| CARTUS ASSET RECOVERY CORPORATION | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Chief Financial 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 | ||||
| HOME REFERRAL NETWORK LLC | ||||
| XXXX XXXXXXX LLC | ||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| 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 | ||||
| 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 | ||||
| NRT WEST, INC. | ||||
| 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/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||||
| By: | /s/ X. Xxxxxx | |||
| Name: | X. Xxxxxx | |||
| Title: | Vice President | |||
