______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________  
FORM 8-K
_______________________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 1, 2016
_______________________________  
Realogy Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
001-35674 
 
20-8050955
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
_______________________________  
Realogy Group LLC
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
333-148153
 
20-4381990
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
_______________________________  
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrant’s telephone number, including area code)
None
(Former name or former address if changed since last report)
_______________________________  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

______________________________________________________________________________________________________




Item 1.01.
Entry into a Material Definitive Agreement.



Supplemental Indenture and Additional Senior Notes due 2021

On March 1, 2016, Realogy Group LLC, a Delaware limited liability company (the "Company"), together with Realogy Co-Issuer Corp., a Florida corporation, and the Company's wholly-owned subsidiary (the "Co-Issuer" and, together with the Company, the "Issuers"), issued $250 million aggregate principal amount of 5.250% senior notes due 2021 (the "Additional Notes"), under a supplemental indenture, dated as of March 1, 2016 (the “Supplemental Indenture”), among the Company, Realogy Holdings Corp., a Delaware corporation and indirect parent of the Company ("Holdings"), the Co-Issuer, the Note Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee for the Notes (as defined below) (the " Trustee"), to the same indenture governing the $300 million aggregate principal amount of the Issuers’ 5.250% senior notes due 2021 (the "Existing Notes" and, together with the Additional Notes, the "Notes"), dated as of November 21, 2014, among the Company, Holdings, the Co-Issuer, the Note Guarantors and the Trustee (as supplemented to the date hereof including the Supplemental Indenture, the "Indenture"). The Additional Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Additional Notes have identical terms, other than the issue date, the issue price and the first interest payment date, and will constitute part of the same series as the Existing Notes. The Additional Notes have the same CUSIP numbers as the Existing Notes, except for the Additional Notes sold pursuant to Regulation S which will, on the 40th day following the issue date of the Additional Notes, have the same CUSIP numbers. The Additional Notes that have the same CUSIP numbers as the Existing Notes are expected to be fungible with the Existing Notes.

The Company intends to use the net proceeds from the offering of the Additional Notes of approximately $247 million to temporarily reduce outstanding borrowings under its revolving credit facility and for working capital purposes, prior to using such net proceeds to retire a portion of its outstanding 3.375% Senior Notes due 2016 at maturity in May 2016.

The Notes are unsecured senior obligations of the Company and will mature on December 1, 2021. Interest on the Additional Notes will be payable semiannually to holders of record at the close of business on May 15 or November 15 immediately preceding the interest payment date on June 1 and December 1 of each year, commencing June 1, 2015. Interest on the Additional Notes will accrue from December 1, 2015, the last day interest was paid on the Existing Notes, at the rate of 5.250% per annum. Accrued interest on the Additional Notes was paid by purchasers of the Additional Notes from December 1, 2015, to the date of issuance of the Additional Notes.

On or after December 1, 2017, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, at specified redemption prices, plus accrued and unpaid interest to the redemption date. In addition, prior to December 1, 2017, the Company may redeem all or a portion of the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, plus a "make whole" premium. The Company may also redeem up to 40% of the aggregate principal amount of the Notes at any time and from time to time on or prior to December 1, 2017, with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, plus accrued and unpaid interest, to the date of redemption. If the Company experiences certain kinds of changes in control, it must offer to purchase the Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. If the Company sells certain assets, it must offer to repurchase the Notes at 100% of the principal amount, plus accrued and unpaid interest.

The following is a brief description of the terms of the Notes and the Indenture.

Ranking

The Notes and the guarantees are the Company's, the Co-Issuer's and the Note Guarantors' senior unsecured obligations and:
 
•
rank senior in right of payment to the Company's, the Co-Issuer's and the Note Guarantors' existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Notes;

•
rank equally in right of payment with all of the Company's, the Co-Issuer's and the Note Guarantors' existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the Notes; and





•
are effectively subordinated to all of the Company's, the Co-Issuer's and the Note Guarantors' existing and future secured debt, including the Company's obligations under its senior secured credit facilities, to the extent of the value of the assets securing such debt.

The guarantees by Holdings are Holdings' unsecured senior subordinated obligations, are equal in right of payment to all existing and future subordinated indebtedness of Holdings and are junior in right of payment to all existing and future senior indebtedness of Holdings. In addition, the Notes are structurally subordinated to all of the existing and future liabilities and obligations (including trade payables, but excluding intercompany liabilities) of each of the Company's non-guarantor subsidiaries.

Guarantees
    
The Notes are jointly and severally guaranteed by each of the Company's existing and future U.S. subsidiaries that is a guarantor under its senior secured credit facilities or that guarantees certain other indebtedness in the future (other than the Co Issuer), subject to certain exceptions (the "Note Guarantors"), and by Holdings on an unsecured senior subordinated basis.

Optional Redemption

On or after December 1, 2017, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, at the following redemption prices, plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on December 1 of the years set forth in the table below:

Period
Redemption price
2017
  103.938%
2018
  102.625%
2019
  101.313%
2020 and thereafter
100.000%


In addition, prior to December 1, 2017, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus a "make-whole" premium as of, and accrued and unpaid interest to, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Notwithstanding the foregoing, at any time and from time to time on or prior to December 1, 2017, the Issuers may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) with the net cash proceeds of one or more equity offerings (1) by the Company or (2) by any direct or indirect parent of the Company, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase capital stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.250%, plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided , however , that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) remains outstanding after each such redemption; provided , further , that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days' notice mailed (or electronically transmitted) to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.  Any such redemption or notice may, at the Issuers' discretion, be subject to one or more conditions precedent, including completion of an equity offering or other corporate transaction.

Change of Control
        
Upon the occurrence of a change of control, as defined in the Indenture, the Company must offer to repurchase the Notes at 101% of the applicable principal amount, plus accrued and unpaid interest and additional interest, if any, to the repurchase date.





Covenants     
The Indenture contains various covenants that limit the Company and its restricted subsidiaries' ability to take certain actions, which covenants are subject to a number of important exceptions and qualification. In addition, for so long as either the Notes have an investment grade rating from both Standard & Poor's Ratings Services and Moody's Investors Service, Inc. and no default has occurred and is continuing under the Indenture, the Company will not be subject to certain of such covenants. These covenants include limitations on the Company's and its restricted subsidiaries' ability to:
•
incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock;
•
pay dividends or make distributions to its stockholders;
•
repurchase or redeem capital stock;
•
make investments or acquisitions;
•
incur restrictions on the ability of certain of its subsidiaries to pay dividends or to make other payments to the Company;
•
enter into transactions with affiliates;
•
create liens;
•
merge or consolidate with other companies or transfer all or substantially all of its assets;
•
transfer or sell assets, including capital stock of subsidiaries; and
•
prepay, redeem or repurchase debt that is subordinated in right of payment to the Notes.

Events of Default
        
The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit   No.
 
Description
4.1
 
Indenture, dated as of November 21, 2014, among Realogy Group LLC, as Issuer, Realogy Co-Issuer Corp., as Co-Issuer, Realogy Holdings Corp., the Note Guarantors (as defined therein), and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the 5.250% Senior Notes due 2021 (the "5.250% Senior Note Indenture") (Incorporated by reference to Exhibit 4.27 to Registrants' Form 10-K for the year ended December 31, 2014).
4.2*
 
Supplemental Indenture No. 4 dated as of March 1, 2016 to the 5.250% Senior Note Indenture.
4.3
 
Form of 5.250% Senior Notes due 2021 (included in the 5.250% Senior Note Indenture (included in the 5.250% Senior Note Indenture filed as Exhibit 4.27 to Registrants' Form 10-K for the year ended December 31, 2014).
__________
* Filed herewith.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REALOGY HOLDINGS CORP.
 
 
 
By:
 
/s/ ANTHONY E. HULL
Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer
Date: March 1, 2016


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REALOGY GROUP LLC
 
 
 
By:
 
/s/ ANTHONY E. HULL

Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer
Date: March 1, 2016






EXHIBIT INDEX
Exhibit   No.
 
Description
4.1
 
Indenture, dated as of November 21, 2014, among Realogy Group LLC, as Issuer, Realogy Co-Issuer Corp., as Co-Issuer, Realogy Holdings Corp., the Note Guarantors (as defined therein), and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the 5.250% Senior Notes due 2021 (the "5.250% Senior Note Indenture") (Incorporated by reference to Exhibit 4.27 to Registrants' Form 10-K for the year ended December 31, 2014).
4.2*
 
Supplemental Indenture No. 4 dated as of March 1, 2016 to the 5.250% Senior Note Indenture.
4.3
 
Form of 5.250% Senior Notes due 2021 (included in the 5.250% Senior Note Indenture (included in the 5.250% Senior Note Indenture filed as Exhibit 4.27 to Registrants' Form 10-K for the year ended December 31, 2014).
___________
* Filed herewith.






SUPPLEMENTAL INDENTURE NO. 4
Supplemental Indenture No. 4 (this “ Supplemental Indenture ”), dated as of March 1, 2016, among Realogy Group LLC, a Delaware limited liability company (the “ Issuer ”), Realogy Co-Issuer Corp., a Florida corporation (the “ Co-Issuer ” and, together with the Issuer, the “ Issuers ”), Realogy Holdings Corp., a Delaware corporation and the indirect parent of the Issuer (“ Holdings ”), the subsidiary guarantors listed on the signature pages hereto (together with Holdings, the “ Note Guarantors ”), 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 Issuers and the Note Guarantors has heretofore executed and delivered to the Trustee an indenture (the “ Base Indenture ”), dated as of November 21, 2014, as amended by Supplemental Indenture No. 1, dated as of January 2, 2015 (the “ First Supplemental Indenture ”), by and among the guaranteeing subsidiaries party thereto and the Trustee, Supplemental Indenture No. 2, dated as of October 15, 2015 (the “ Second Supplemental Indenture ”), by and among the guaranteeing subsidiaries party thereto and the Trustee, Supplemental Indenture No. 3, dated as of February 9, 2016 (together with the First Supplemental Indenture and the Second Supplemental Indenture, the “ Existing Supplemental Indentures ”; the Base Indenture, as amended and supplemented by the Existing Supplemental Indentures, the “ Indenture ”), by and among the guaranteeing subsidiaries party thereto and the Trustee, providing for the issuance of an unlimited aggregate principal amount of 5.250% Senior Notes due 2021 (the “ Initial Notes ”);
WHEREAS, Section 2.01 of the Indenture provides that Additional Notes (as defined in the Indenture) ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers (subject to the Issuers’ compliance with Section 4.09 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; and
WHEREAS, the Issuers and the Note Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $250,000,000 in aggregate principal amount of Additional Notes, having terms substantially identical in all material respects to the Initial Notes (together with the Initial Notes, the “ Notes ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver 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:




1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Additional Notes . As of the date hereof, the Issuers will issue the Additional Notes under the Indenture, having terms substantially identical in all material respects to the Initial Notes, at an issue price of 100.25% of the principal amount, plus accrued and unpaid interest from December 1, 2015. The Initial Notes and the Additional Notes shall be treated as a single class of securities for all purposes under the Indenture.
3. Authentication of Additional Notes . The Trustee shall, pursuant to an Authentication Order delivered in accordance with Section 2.02 of the Indenture, authenticate and deliver the Additional Notes for an aggregate principal amount specified in such Authentication Order.
4. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended 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 Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. No Recourse Against Others . No director, officer, employee, manager, incorporator or holder of any Equity Interest of the Issuers, Holdings or any Note Guarantor or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Issuers, Holdings or the Note Guarantors under the Notes, the Holdings Guarantee, the Note Guarantees, the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Additional Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Additional Notes.
6. Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. 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.
8. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.
9. 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 Issuers and the Note Guarantors.
[ Signature page follows ]


2



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.



REALOGY GROUP LLC


By: /s/ ANTHONY E. HULL        
Name: Anthony E. Hull
Title: Executive Vice President, Chief Financial Officer and Treasurer

REALOGY CO-ISSUER CORP.


By: /s/ ANTHONY E. HULL        
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer


REALOGY HOLDINGS CORP.


By: /s/ ANTHONY E. HULL        
Name: Anthony E. Hull
Title: Executive Vice President, Chief Financial Officer and Treasurer




[ Signature Page to Supplemental Indenture No. 4 ]



CASTLE INSURANCE AGENCY, INC.
REALOGY OPERATIONS LLC
REALOGY SERVICES GROUP LLC
REALOGY SERVICES VENTURE PARTNER LLC



By: /s/ ANTHONY E. HULL        
Name: Anthony E. Hull
Title: Chief Financial Officer

[ Signature Page to Supplemental Indenture No. 4 ]






CARTUS ASSET RECOVERY CORPORATION
CARTUS CORPORATION
MID-ATLANTIC SETTLEMENT SERVICES LLC
TRG MARYLAND HOLDINGS LLC

By: /s/ ANTHONY E. HULL        
Name: Anthony E. Hull
Title: Executive Vice President and Treasurer

[ Signature Page to Supplemental Indenture No. 4 ]






AMERICAN TITLE COMPANY OF HOUSTON
BURNET TITLE HOLDING LLC
BURNET TITLE LLC
CASE TITLE COMPANY
CORNERSTONE TITLE COMPANY
EQUITY TITLE COMPANY
EQUITY TITLE MESSENGER SERVICE HOLDING LLC
GUARDIAN HOLDING COMPANY
GUARDIAN TITLE AGENCY, LLC
KEYSTONE CLOSING SERVICES LLC
LAKECREST TITLE, LLC
MARKET STREET SETTLEMENT GROUP 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. JOE TITLE SERVICES LLC
TEXAS AMERICAN TITLE COMPANY
TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC
TITLE RESOURCE GROUP HOLDINGS LLC
TITLE RESOURCE GROUP LLC
TITLE RESOURCE GROUP SERVICES LLC
TRG SETTLEMENT SERVICES, LLP


By: /s/ THOMAS N. RISPOLI             
Name:
Thomas N. Rispoli
Title:
Chief Financial Officer

[ Signature Page to Supplemental Indenture No. 4 ]




BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC
BETTER HOMES AND GARDENS REAL ESTATE 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
SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC
ZIPREALTY LLC

By: /s/ ANDREW G. NAPURANO        
Name:
Andrew G. Napurano
Title:
Chief Finance & Strategy Officer

[ Signature Page to Supplemental Indenture No. 4 ]





ALPHA REFERRAL NETWORK LLC
BURGDORFF LLC
BURNET REALTY LLC
CAREER DEVELOPMENT CENTER, LLC
CB COMMERCIAL NRT PENNSYLVANIA LLC
CDRE TM 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
CORCORAN GROUP LLC
HFS.COM CONNECTICUT REAL ESTATE LLC
HFS.COM REAL ESTATE INCORPORATED
HFS.COM REAL ESTATE LLC
HFS LLC
HOME REFERRAL NETWORK LLC
JACK GAUGHEN LLC
MARTHA TURNER PROPERTIES, L.P.
MARTHA TURNER SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY LLC
MTPGP, LLC
NRT ARIZONA COMMERCIAL LLC
NRT ARIZONA LLC
NRT ARIZONA REFERRAL LLC




By: /s/ KEVIN R. GREENE                      
Name:      Kevin R. Greene
Title:      Chief Financial Officer
NRT CAROLINAS LLC

[ Signature Page to Supplemental Indenture No. 4 ]




NRT Carolinas Referral Network LLC
NRT COLORADO LLC
NRT COLUMBUS LLC
NRT COMMERCIAL LLC
NRT COMMERCIAL UTAH LLC
NRT DEVELOPMENT ADVISORS LLC
NRT DEVONSHIRE LLC
NRT DEVONSHIRE WEST LLC
NRT FLORIDA 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 PHILADELPHIA LLC
NRT PITTSBURGH LLC
NRT PROPERTY MANAGEMENT ARIZONA LLC
NRT PROPERTY MANAGEMENT ATLANTA LLC
NRT PROPERTY MANAGEMENT CALIFORNIA, INC.
NRT PROPERTY MANAGEMENT DC LLC
NRT PROPERTY MANAGEMENT DELAWARE LLC
NRT PROPERTY MANAGEMENT FLORIDA LLC
NRT PROPERTY MANAGEMENT GEORGIA LLC
NRT PROPERTY MANAGEMENT MARYLAND LLC
NRT PROPERTY MANAGEMENT MINNESOTA LLC
NRT PROPERTY MANAGEMENT NEW JERSEY LLC



By: /s/ KEVIN R. GREENE                      
Name:      Kevin R. Greene
Title:      Chief Financial Officer

[ Signature Page to Supplemental Indenture No. 4 ]




NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC
NRT PROPERTY MANAGEMENT SOUTH CAROLINA LLC
NRT PROPERTY MANAGEMENT TEXAS LLC
NRT PROPERTY MANAGEMENT VIRGINIA LLC
NRT REFERRAL NETWORK LLC
NRT RELOCATION LLC
NRT RENTAL MANAGEMENT SOLUTIONS LLC
NRT REOEXPERTS LLC
NRT SUNSHINE INC.
NRT TEXAS LLC
NRT UTAH LLC
NRT WEST, INC.
NRT ZIPREALTY LLC
REAL ESTATE REFERRAL LLC
REAL ESTATE REFERRALS LLC
REAL ESTATE SERVICES LLC
REFERRAL ASSOCIATES OF NEW ENGLAND LLC
REFERRAL NETWORK LLC
REFERRAL NETWORK, LLC
REFERRAL NETWORK PLUS, INC.
SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC
SOTHEBY’S INTERNATIONAL REALTY, INC.
THE SUNSHINE GROUP, LTD.
ZIPREALTY CALIFORNIA, INC.



By: /s/ KEVIN R. GREENE                          
Name:      Kevin R. Greene
Title:      Chief Financial Officer

[ Signature Page to Supplemental Indenture No. 4 ]



THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee



By: /s/ VALERE BOYD                     
Name:      Valere Boyd
Title:      Vice President




[ Signature Page to Supplemental Indenture No. 4 ]