EXCHANGE AGREEMENTExchange Agreement • July 26th, 2023 • Anywhere Real Estate Group LLC • Real estate agents & managers (for others) • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of July 25, 2023, by and among Anywhere Real Estate Group LLC (formerly known as Realogy Group LLC), a Delaware limited liability company (the “Issuer”), Anywhere Co-Issuer Corp. (formerly known as Realogy Co-Issuer Corp.), a Florida corporation (the “Co-Issuer” and together with the Issuer, the “Issuers”), Anywhere Real Estate Inc. (formerly known as Realogy Holdings Corp.), a Delaware corporation and the indirect parent of the Issuer (“Holdings”), Anywhere Intermediate Holdings LLC, a Delaware limited liability company and an indirect parent of the Issuer (“Intermediate Holdings”), the subsidiary guarantors set forth in Exhibit A hereto (the “Subsidiary Guarantors” and together with Intermediate Holdings, the “Secured Guarantors”) and funds managed by Angelo Gordon & Co., L.P. party hereto (collectively, the “Significant Noteholder”), a holder of: the Issuers’ (i) 5.750% Senior Notes due 2029 (the “2029 Notes”) issued pursuant to that c
