ContractRegistration Rights Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 5, 2011, by and among Realogy Corporation, a Delaware corporation (the “Company”), Domus Holdings Corp., a Delaware corporation and the indirect parent of the Company (“Holdings”), the subsidiaries of the Company listed on Schedule A hereto (collectively, together with Holdings, the “Guarantors”), J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC. and Goldman, Sachs & Co. (each a “Dealer Manager” and, collectively, the “Dealer Managers”), each of whom has agreed to act as a dealer manager pursuant to the Dealer Manager Agreement (as defined below) with respect to the Company’s offer to exchange (the “Senior Notes Exchange Offer”) its 11.50% Senior Notes due 2017 (the “Initial Notes”) issued by the Company and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) for certain of its 10.50% Senior Notes due 2014 (the “Outstanding Securities”) and the Company’s conc
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 10, 2007, between REALOGY CORPORATION, a Delaware corporation, (the “Company”) and RICHARD A. SMITH (“Executive”).Employment Agreement • March 4th, 2011 • Realogy Corp • 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;
INDENTURE Dated as of February 3, 2011 Among REALOGY CORPORATION, DOMUS HOLDINGS CORP., DOMUS INTERMEDIATE HOLDINGS CORP., THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee and THE BANK...Indenture • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
INDENTURE, dated as of February 3, 2011, 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.
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among DOMUS HOLDINGS CORP. and the SECURITYHOLDERS that are parties hereto DATED AS OF January 5, 2011Securityholders Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • Delaware
ContractRegistration Rights Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 5, 2011, by and among Realogy Corporation, a Delaware corporation (the “Company”), Domus Holdings Corp., a Delaware corporation and the indirect parent of the Company (“Holdings”), the subsidiaries of the Company listed on Schedule A hereto (collectively, together with Holdings, the “Guarantors”), J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC. and Goldman, Sachs & Co. (each a “Dealer Manager” and, collectively, the “Dealer Managers”), each of whom has agreed to act as a dealer manager pursuant to the Dealer Manager Agreement (as defined below) with respect to the Company’s offer to exchange (the “Senior Notes Exchange Offer”) its 12.00% Senior Notes due 2017 (the “Initial Notes”) issued by the Company and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) for certain of its 11.00%/11.75% Senior Toggle Notes due 2014 (the “Outstanding Securities”) and the
ContractManagement Investor Rights Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • Delaware
AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of January 5, 2011 (this “Agreement”), among Domus Holdings Corp., a Delaware corporation (the “Company”), the Apollo Holders (as such term is hereinafter defined) and the Holders that are parties hereto.
INVESTOR SECURITYHOLDERS AGREEMENT by and among DOMUS HOLDINGS CORP., REALOGY CORPORATION, and the SECURITYHOLDERS that are parties hereto DATED AS OF JANUARY 5, 2011Investor Securityholders Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • Delaware
INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011 (this “Agreement”), by and among Domus Holdings Corp., a Delaware corporation (the “Company”), Realogy Corporation, a Delaware corporation (“Realogy”), the Apollo Holders (as such term is hereinafter defined) and the eligible holders of Existing Notes (as such term is hereinafter defined) identified on the signature pages hereto (each a “Holder”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
Intercreditor Agreement (this “Agreement”), dated as of February 3, 2011, among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Lien Senior Priority Representative”) for the First Lien Senior Priority Secured Parties (as defined below), The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Lien Junior Priority Representative”) for the First Lien Junior Priority Secured Parties (as defined below), REALOGY CORPORATION (the “Borrower”) and each of the other Loan Parties (as defined below) party hereto.
COLLATERAL AGREEMENT dated and effective as of February 3, 2011 among DOMUS INTERMEDIATE HOLDINGS CORP., as Guarantor REALOGY CORPORATION, each other Grantor party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral AgentCollateral Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
November 30, 2010Support Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
Re: Support Agreement (this “Agreement”) regarding Realogy Corporation’s offers to exchange (the “Exchange Offers”) its 10.50% Senior Notes due 2014 (the “Existing Senior Cash Notes”), 11.00%/11.75% Senior Toggle Notes due 2014 (the “Existing Senior Toggle Notes”) and 12.375% Senior Subordinated Notes due 2015 (the “Existing Subordinated Notes” and, together with the Existing Senior Cash Notes and the Existing Senior Toggle Notes, the “Existing Notes”) for newly issued (1) 11.00% Series A Convertible Notes due 2018 (the “Series A Convertible Notes”), 11.00% Series B Convertible Notes due 2018 (the “Series B Convertible Notes”) and 11.00% Series C Convertible Notes due 2018 (the “Series C Convertible Notes” and, together with the Series A Convertible Notes and the Series B Convertible Notes, the “Convertible Notes”) and/or (2) 11.00% Senior Notes due 2017 (the “New 11.00% Senior Cash Notes”), 11.50% Senior Notes due 2017 (the “New 11.50% Senior Cash Notes”) and 12.875% Senior Subordinat
AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT by and among DOMUS HOLDINGS CORP., REALOGY CORPORATION, PAULSON & CO. INC., and the SECURITYHOLDERS that are parties hereto DATED AS OF JANUARY 5, 2011Investor Securityholders Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • Delaware
AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011 (this “Agreement”), by and among Domus Holdings Corp., a Delaware corporation (the “Company”), Realogy Corporation, a Delaware corporation (“Realogy”), Paulson & Co. Inc., a Delaware corporation, on behalf of the several investment funds and accounts managed by it (“Paulson”), and the Apollo Holders (as such term is hereinafter defined).
ContractJoinder Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
JOINDER AGREEMENT NO. 1, dated as of February 3, 2011 (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., as First Priority Representative (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.
CONVERSION SHARES AGREEMENTConversion Shares Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
This CONVERSION SHARES AGREEMENT (this “Agreement”) is made and entered into as of January 5, 2011, by and between Domus Holdings Corp, a Delaware corporation (“Holdings”), and Realogy Corporation, a Delaware corporation and Holdings’ indirect wholly owned subsidiary (“Realogy”).
INCREMENTAL ASSUMPTION AGREEMENTIncremental Assumption Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others)
INCREMENTAL ASSUMPTION AGREEMENT, dated as of February 3, 2011 (this “Incremental Assumption Agreement”), by and among Domus Intermediate Holdings Corp. (“Holdings”), Realogy Corporation (the “Borrower”), the First Lien Lenders party hereto and JPMorgan Chase Bank, N.A. (“JPMorgan Chase Bank”), as administrative agent (the “Administrative Agent”).
AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT by and among DOMUS HOLDINGS CORP., REALOGY CORPORATION, AVENUE CAPITAL MANAGEMENT II, L.P., and the SECURITYHOLDERS that are parties hereto DATED AS OF JANUARY 5, 2011Investor Securityholders Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • Delaware
AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011 (this “Agreement”), by and among Domus Holdings Corp., a Delaware corporation (the “Company”), Realogy Corporation, a Delaware corporation (“Realogy”), Avenue Capital Management II, L.P., a Delaware limited partnership (together with its affiliated funds, (“Avenue”)), and the Apollo Holders (as such term is hereinafter defined).
ContractRegistration Rights Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 5, 2011, by and among Realogy Corporation, a Delaware corporation (the “Company”), Domus Holdings Corp., a Delaware corporation and the indirect parent of the Company (“Holdings”), the subsidiaries of the Company listed on Schedule A hereto (collectively, together with Holdings, the “Guarantors”), J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC. and Goldman, Sachs & Co. (collectively, the “Dealer Managers”), each of whom has agreed to act as a dealer manager pursuant to the Dealer Manager Agreement (as defined below) with respect to the Company’s offers to exchange (the “Exchange Offers”) 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 (such convertible notes collectively, the “Notes”) or its 11.50% Senior Notes due 2017, 12.00% Sen
INVESTOR SECURITYHOLDERS AGREEMENT by and among DOMUS HOLDINGS CORP., REALOGY CORPORATION, and the SECURITYHOLDERS that are parties hereto DATED AS OF JANUARY 5, 2011Investor Securityholders Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • Delaware
INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011 (this “Agreement”), by and among Domus Holdings Corp., a Delaware corporation (the “Company”), Realogy Corporation, a Delaware corporation (“Realogy”), the Apollo Holders (as such term is hereinafter defined) and the eligible holders of Existing Notes (as such term is hereinafter defined) identified on the signature pages hereto (each a “Holder”).
AMENDMENT NO. 3 TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others)
THIS AMENDMENT TO TRADEMARK LICENSE AGREEMENT is made and entered into on this 14th day of January, 2011 by and among SPTC DELAWARE, LLC, a Delaware limited liability company (as assignee of SPTC, Inc., a Delaware corporation) (“SPTC”) and SOTHEBY’S, a Delaware corporation, as successor by merger to SOTHEBY’S HOLDINGS, INC., a Michigan corporation (“Holdings”), on the one hand, and REALOGY CORPORATION, a Delaware corporation, as successor to CENDANT CORPORATION, a Delaware Corporation (“Parent”) and SOTHEBY’S INTERNATIONAL REALTY LICENSEE CORPORATION (f/k/a Monticello Licensee Corporation), a Delaware corporation (“Licensee”). Capitalized terms used herein and not defined herein shall have the meaning ascribed to such terms in the License Agreement (as defined below).
INDENTURE Dated as of January 5, 2011 Among REALOGY CORPORATION, DOMUS HOLDINGS CORP., THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 11.00% SERIES A CONVERTIBLE SENIOR...Indenture • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York
INDENTURE, dated as of January 5, 2011, among Realogy Corporation, a Delaware corporation (the “Issuer”), Domus Holdings Corp., a Delaware corporation and the indirect parent of the Issuer (“Holdings”), the Note Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
