Term and Revolving Loans Synthetic Letter of Credit Facility CREDIT AGREEMENT Dated as of April 10, 2007, Among DOMUS INTERMEDIATE HOLDINGS CORP., REALOGY CORPORATION, as Borrower, THE LENDERS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
WHEREAS, Apollo Management VI, L.P. and other affiliated co-investment partnerships (collectively, the “Fund”) have indirectly formed Holdings and Domus Acquisition Corp., a Delaware corporation (“Merger Sub”), for the purpose of entering into that certain Agreement and Plan of Merger by and among Holdings, Merger Sub and Realogy Corporation, a Delaware corporation (“Target”), dated as of December 15, 2006 (as amended or supplemented as of the date hereof, the “Merger Agreement”), pursuant to which (a) Merger Sub will merge (the “Merger”) with and into Target, with Target surviving as a Wholly Owned Subsidiary of Holdings; and
SUPPLEMENTAL INDENTURE NO. 3 (TOGGLE NOTES)Supplemental Indenture • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
Supplemental Indenture No. 3 (this “Supplemental Indenture”), dated as of December 18, 2007, among the new guarantors on the signature page hereto (each, a “Guaranteeing Subsidiary”), each a subsidiary of Realogy Corporation, a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 10, 2007, between REALOGY CORPORATION, a Delaware corporation, (the “Company”) and ALEXANDER E. PERRIELLO (“Executive”).Employment Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • Delaware
WHEREAS, pursuant to the Agreement and Plan of Merger, made and entered into as of the 15th day of December, 2006, by and among Domus Holdings Corp. (the “Parent”), the Company and Domus Acquisition Corp. (the “Merger Agreement”), Domus Acquisition Corp. will be merged with and into the Company (the “Transaction”), and the Company will be the surviving corporation in the Transaction;
FORM OF OPTION AGREEMENT (this “Agreement”) dated as of [l], 2007 between DOMUS HOLDINGS CORP., a Delaware corporation, (the “Company”) and OPTIONEE (as set forth on the signature page hereto, the “Optionee”).Option Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • Delaware
WHEREAS, the Company, acting through the Committee with the consent of the Company’s Board of Directors (the “Board”) will grant to the Optionee, effective as of [l], 2007 (the “Grant Date”), an option under the Domus Holdings Corp. 2007 Stock Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock (“Shares”) on the terms and subject to the conditions set forth in this Agreement and the Plan;
AMENDED AND RESTATED SERVICING AGREEMENT Dated as of June 27, 2007 by and between CARTUS CORPORATION as Originator and Servicer, CARTUS RELOCATION CORPORATION as Originator, KENOSIA FUNDING, LLC as Issuer and THE BANK OF NEW YORK as TrusteeServicing Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
THIS AMENDED AND RESTATED SERVICING AGREEMENT (this “Agreement”) dated as of June 27, 2007 is made by and between CARTUS CORPORATION, a Delaware corporation, as originator and servicer (“Cartus” or the “Servicer”), CARTUS RELOCATION CORPORATION, a Delaware corporation, as Originator (“CRC”), KENOSIA FUNDING, LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK, a New York state banking corporation, as Trustee (the “Trustee”).
FORM OF RESTRICTED STOCK AGREEMENT (this “Agreement”) dated as of [l], 2007, between DOMUS HOLDINGS CORP., a Delaware corporation, (the “Company”) and [l] (the “Purchaser”).Restricted Stock Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • Delaware
WHEREAS, pursuant to the Agreement and Plan of Merger, made and entered into as of the 15th day of December, 2006, by and among the Company, Realogy Corporation (“Realogy”) and Domus Acquisition Corp., Domus Acquisition Corp. will be merged with and into Realogy (the “Transaction”), and Realogy will be the surviving corporation in the Transaction and will be a subsidiary of the Company;
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (Secured Variable Funding Notes, Series 2002-1) Dated as of April 10, 2007 Among KENOSIA FUNDING, LLC as Issuer, CARTUS CORPORATION, as Originator and as Servicer, CARTUS RELOCATION CORPORATION, as an...Note Purchase Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
KENOSIA FUNDING, LLC, a Delaware limited liability company, as Issuer, CARTUS CORPORATION, a Delaware corporation (“Cartus”), as Originator and as Servicer, CARTUS RELOCATION CORPORATION, as an Originator (“CRC” and together with Cartus, in its capacity as an Originator, “Originators”), 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 CALYON NEW YORK BRANCH, (“Calyon”), in its capacity as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”) and as Lead Arranger (in such capacity, the “Lead Arranger”) agree as follows:
SIXTH OMNIBUS AMENDMENT (Apple Ridge)Omnibus Amendment • December 18th, 2007 • NRT Settlement Services of Missouri LLC • 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”), THE BANK OF NEW YORK, as successor to JPMorgan Chase Bank, N.A., as indenture trustee (herein, together with its successors in the trusts hereunder, the “Indenture Trustee”), and THE BANK OF NEW YORK, a New York state banking corporation, as paying agent, authentication agent and transfer agent and registrar (together with its permitted successors and assigns, “BNY”). 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 Supplem
NOTE PURCHASE AGREEMENT (Secured Variable Funding Notes, Series 2007-1) Dated as of April 10, 2007 Among APPLE RIDGE FUNDING LLC as Issuer, CARTUS CORPORATION, as Servicer, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as the Conduit...Note Purchase Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • 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 CALYON NEW YORK BRANCH, (“Calyon”), in its capacity as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”) and as Lead Arranger agree as follows:
FORM OF MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of [·] (this “Agreement”), among Domus Holdings Corp., a Delaware corporation (the “Company”), Apollo Investment Fund VI, L.P., a Delaware limited partnership, Domus Investment Holdings, LLC, a...Management Investor Rights Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • Delaware
WHEREAS, each Holder deems it to be in the best interest of the Company and the Holders that provision be made for the continuity and stability of the business and policies of the Company, and, to that end, the Company and the Holders hereby set forth herein their agreement with respect to the Common Stock and Options now owned or hereafter owned by them.
INDENTURE SUPPLEMENT APPLE RIDGE FUNDING LLC, as Issuer, and THE BANK OF NEW YORK as Indenture Trustee, Paying Agent, Authentication Agent and Transfer Agent and Registrar SERIES 2007-1 INDENTURE SUPPLEMENT Dated as of April 10, 2007Indenture Supplement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
SERIES 2007-1 INDENTURE SUPPLEMENT, dated as of April 10, 2007 (as amended, modified, restated or supplemented from time to time, the “Indenture Supplement”), by and among 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 THE BANK OF NEW YORK, a New York state banking corporation, as successor to JPMorgan Chase Bank National Association as indenture trustee, and as paying agent, authentication agent and transfer agent and registrar (together with its permitted successors and assigns, “BNY” and in its capacity as indenture trustee, the “Indenture Trustee”).
KENOSIA SUBORDINATED NOTE April 10, 2007Subordinated Note • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
AMENDED AND RESTATED CRC PURCHASE AGREEMENT Dated as of June 27, 2007 by and between CARTUS CORPORATION as Originator and CARTUS RELOCATION CORPORATION as BuyerPurchase Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
THIS AMENDED AND RESTATED CRC PURCHASE AGREEMENT (this “Agreement”) dated as of June 27, 2007 made by and between CARTUS CORPORATION, a Delaware corporation formerly known as Cendant Mobility Services Corporation, as originator (the “Originator”) and CARTUS RELOCATION CORPORATION, a Delaware corporation formerly known as Cendant Mobility Relocation Company and Cendant Mobility Government Financial Services Corporation, as buyer (the “Buyer”).
AMENDED AND RESTATED PERFORMANCE GUARANTYPerformance Guaranty • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
This Amended & Restated Performance Guaranty (this “Guaranty”), dated as of April 10, 2007 is executed by Realogy Corporation, a Delaware corporation (the “Performance Guarantor”) in favor of Cartus Relocation Corporation, a Delaware corporation (“CRC”) and Kenosia Funding, LLC, a Delaware limited liability company, as Issuer (the “Issuer”) under that certain Indenture dated as of March 7, 2002 (as previously amended, as amended by that certain Fifth Omnibus Amendment dated as of even date herewith, and as such may be hereafter amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) between the Issuer, and The Bank of New York, as trustee, paying agent, authentication agent, transfer agent and registrar. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed to them in the Indenture or, if not defined therein, in that certain CMGFSC Purchase Agreement dated as of March 7, 2002 (as previously amend
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Dated as of June 27, 2007 by and between CARTUS RELOCATION CORPORATION as Originator and Seller, and KENOSIA FUNDING, LLC as BuyerReceivables Purchase Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) dated as of June 27, 2007 made by and between CARTUS RELOCATION CORPORATION, a Delaware corporation, as originator and seller (the “Seller”) and KENOSIA FUNDING, LLC, a limited liability company organized under the laws of the State of Delaware, as buyer (“the Issuer”).
AMENDED AND RESTATED FEE RECEIVABLES PURCHASE AGREEMENT Dated as of June 27, 2007 by and between CARTUS CORPORATION as Originator and KENOSIA FUNDING, LLC as IssuerFee Receivables Purchase Agreement • December 18th, 2007 • NRT Settlement Services of Missouri LLC • Real estate agents & managers (for others) • New York
THIS AMENDED AND RESTATED FEE RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) dated as of June 27, 2007 made by and between CARTUS CORPORATION, a Delaware corporation, as originator (the “Originator”) and KENOSIA FUNDING, LLC, a Delaware limited liability company, as Issuer (the “Issuer”).
