REALOGY GROUP LLC (Form: 8-K, Received: 01/23/2017 16:08:43)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

______________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 23, 2017

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Realogy Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

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Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)

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(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))

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Item 1.01.	Entry into a Material Definitive Agreement.

1. Fourth Amendment to Credit Agreement.

On January 23, 2017, Realogy Group LLC (the “Company”), an indirect, wholly-owned subsidiary of Realogy Holdings Corp., entered into a fourth amendment (the “Fourth Amendment”) to its Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”) among Realogy Intermediate Holdings LLC, the Company, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.

The Fourth Amendment reprices the $1.094 billion term loan issued under the Credit Agreement through a refinancing of the existing term loan with a new term loan (the “Repriced 2022 Term Loan”). The interest rate with respect to the Repriced 2022 Term Loan is based on, at the Company’s option, adjusted LIBOR plus 2.25% (with a floor of 0.75%) or ABR plus 1.25% (with an ABR floor of 1.75%). The maturity date for the Repriced 2022 Term Loan remains July 20, 2022, and all other material provisions under the Credit Agreement remain unchanged.

The descriptions of the provisions of the Fourth Amendment are qualified in their entirety by reference to the full and complete terms of the Fourth Amendment which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

2. Incremental Assumption Agreement under Credit Agreement.

On January 23, 2017, the Company entered into an Incremental Assumption Agreement to the Credit Agreement pursuant to which the Company increased the borrowing capacity under its revolving credit facility to $1.050 billion from the existing $815 million.

The description of the Incremental Assumption Agreement is qualified in its entirety by reference to the full and complete terms of the Incremental Assumption Agreement which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

***

Certain of the lenders and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. They have received (or will receive) customary fees and commissions for these transactions.



Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Shore Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.



Item 9.01.	Financial Statements and Exhibits.



(d)	Exhibits



Exhibit No.		Description
10.1		Fourth Amendment, dated as of January 23, 2017, to the Amended and Restated Credit Agreement, dated as of March 5, 2013, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.
10.2		Incremental Assumption Agreement, dated as of January 23, 2017, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

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: January 23, 2017

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: January 23, 2017

EXHIBIT INDEX



Exhibit No.		Exhibit
10.1		Fourth Amendment, dated as of January 23, 2017, to the Amended and Restated Credit Agreement, dated as of March 5, 2013, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents parties thereto.
10.2		Incremental Assumption Agreement, dated as of January 23, 2017, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the financial institutions party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

FOURTH AMENDMENT

FOURTH AMENDMENT, dated as of January 23, 2017 (this “ Amendment ”), to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Realogy Intermediate Holdings LLC (“ Holdings ”), Realogy Group LLC (the “ Borrower ”), the several lenders from time to time parties thereto (the “ Lenders ”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) and the other agents parties thereto.

W I T N E S S E T H :

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested that the outstanding Initial Term B Loans (as such definition is amended hereby) be refinanced with a new term facility (the “ Amended Term Loan Facility ”) in accordance with Section 10.08(e) of the Credit Agreement by obtaining Repriced 2022 Term Loan Commitments (as defined in Section 4 of this Amendment) and having existing Initial Term B Loans be continued as provided herein;

WHEREAS, JPMorgan Chase Bank, N.A. is the lead arranger and bookrunner for the Amended Term Loan Facility (in such capacity, the “ Lead Arranger ”), and Suntrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, Credit Agricole Corporate and Investment Bank, BMO Capital Markets Corp., Barclays Bank PLC, Citizens Bank, N.A., Bank of America, N.A., the Bank of Nova Scotia, and Wells Fargo Bank, National Association are the joint lead arrangers and joint bookrunners for the Amended Term Loan Facility;

WHEREAS, the loans under the Amended Term Loan Facility (the “ Repriced 2022 Term Loans ”) will replace and refinance the currently outstanding Initial Term B Loans;

WHEREAS, except as otherwise provided herein, the Repriced 2022 Term Loans will have the same terms as the Initial Term B Loans currently outstanding under the Credit Agreement;

WHEREAS, each existing Initial Term B Lender that executes and delivers a Lender Addendum (Cashless Roll) attached hereto (a “ Lender Addendum (Cashless Roll) ”) and in connection therewith agrees to continue all of its outstanding Initial Term B Loans as Repriced 2022 Term Loans (such continued Initial Term B Loans, the “ Continued Term Loans ”, and such Lenders, collectively, the “ Continuing Term Lenders ”) will thereby (i) agree to the terms of this Amendment and (ii) agree to continue all of its existing Initial Term B Loans (such existing Initial Term B Loans, the “ Existing Term Loans ”, and the Lenders of such Existing Term Loans, collectively, the “ Existing Term Lenders ”) outstanding on the Fourth Amendment Effective Date (as defined below) as Repriced 2022 Term Loans in a principal amount equal to the aggregate principal amount of such Existing Term Loans so continued (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Fourth Amendment Effective Date);

WHEREAS, subject to the preceding recitals, each Person (other than a Continuing Term Lender in its capacity as such) that executes and delivers a Lender Addendum (Additional Term Lender) attached hereto (a “ Lender Addendum (Additional Term Lender) ” and, together with a Lender Addendum (Cashless Roll), a “ Lender Addendum ”)) and agrees in connection therewith to make Repriced 2022 Term Loans (collectively, the “ Additional Term Lenders ”) will thereby (i) agree to the terms of this Amendment and (ii) commit to make Repriced 2022 Term Loans to the Borrower on the Fourth Amendment Effective

Date (the “ Additional Term Loans ”) in such amount (not in excess of any such commitment) as is determined by the Administrative Agent and notified to such Additional Term Lender;

WHEREAS, the proceeds of the Additional Term Loans will be used by the Borrower to repay in full the outstanding principal amount of the Existing Term Loans that are not continued as Repriced 2022 Term Loans by Continuing Term Lenders;

WHEREAS, the Continuing Term Lenders and the Additional Term Lenders (collectively, the “ Repriced 2022 Term Lenders ”) are severally willing to continue their Existing Term Loans as Repriced 2022 Term Loans and/or to make Repriced 2022 Term Loans, as the case may be, subject to the terms and conditions set forth in this Amendment;

WHEREAS, Section 10.08(e) of the Credit Agreement permits the Borrower to amend the Credit Agreement, with the written consent of the Administrative Agent and the Repriced 2022 Term Lenders, to refinance the Existing Term Loans with the proceeds of the Amended Term Loan Facility, which constitute Replacement Term Loans under the Credit Agreement; and

WHEREAS, the Borrower, the Repriced 2022 Term Lenders and the Administrative Agent are willing to agree to this Amendment on the terms set forth herein;

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1. Definitions . Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Amendments to Article I of the Credit Agreement . Section 1.01 of the Credit Agreement is hereby amended as follows:

(a) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:

“ Fourth Amendment ” shall mean the Fourth Amendment, dated as of the Fourth Amendment Effective Date, to this Agreement.

“ Fourth Amendment Effective Date ” shall mean January 23, 2017.

“ Repriced 2022 Term Loans ” shall have the meaning assigned to such term in the Fourth Amendment.

(b) The definition of “Applicable Margin” is hereby amended by replacing “2.00%” where used therein with “1.25%” and is hereby further amended by replacing “3.00%” where used therein with “2.25%”.

“ Initial Term B Loan Commitment ” shall mean, with respect to each Lender, the agreement, if any, of such Lender: (i) prior to the Amendment Effective Date, to make Initial Term B Loans as set forth in Section 2.01(a) on the Closing Date, (ii) on or after

the Amendment Effective Date but prior to the Third Amendment Effective Date, (a) to continue its Existing Term Loans (as defined in the First Amendment) as a New Term Loan or (b) to make a New Term Loan in the amount provided for in the First Amendment, (iii) on or after the Third Amendment Effective Date but prior to the Fourth Amendment Effective Date, (a) to continue its Existing Term Loans (as defined in the Third Amendment) as a New 2022 Term Loan or (b) to make a New 2022 Term Loan in the amount provided for in the Third Amendment or (iv) on or after the Fourth Amendment Effective Date, (a) to continue its Existing Term Loans (as defined in the Fourth Amendment) as a Repriced 2022 Term Loan or (b) to make a Repriced 2022 Term Loan in the amount provided for in the Fourth Amendment. The aggregate amount of the Initial Term B Loan Commitments on, and after giving effect to, the Fourth Amendment Effective Date is $1,094,500,000.

(d) The definition of “Initial Term B Loans” is hereby amended and restated in its entirety as follows:

“ Initial Term B Loans ” shall mean (i) prior to the Amendment Effective Date, a Loan made by an Initial Term B Lender pursuant to Section 2.01(a), (ii) on and after the Amendment Effective Date but prior to the Third Amendment Effective Date, any New Term Loans made or continued pursuant to the First Amendment, (iii) on and after the Third Amendment Effective Date but prior to the Fourth Amendment Effective Date, any New 2022 Term Loans made or continued pursuant to the Third Amendment or (iv) on and after the Fourth Amendment Effective Date, any Repriced 2022 Term Loans made or continued pursuant to the Fourth Amendment.

(e) The definition of “Term B Loans” is hereby amended and restated in its entirety as follows:

“ Term B Loans ” shall mean (i) prior to the Amendment Effective Date, the Initial Term B Loans that were made by the Lenders to the Borrower pursuant to Section 2.01(a), (ii) on or after the Amendment Effective Date but prior to the Third Amendment Effective Date, any New Term Loans made or continued hereunder pursuant to the First Amendment, (iii) on or after the Third Amendment Effective Date but prior to the Fourth Amendment Effective Date, any New 2022 Term Loans made or continued hereunder pursuant to the Third Amendment, (iv) on or after the Fourth Amendment Effective Date, any Repriced 2022 Term Loans made or continued hereunder pursuant to the Fourth Amendment and (v) any Incremental Term Loans in the form of Term B Loans having the same terms (including pricing, Yield and amortization) as the Repriced 2022 Term Loans made by the Incremental Term Lenders to the Borrower pursuant to Section 2.01(d).

SECTION 3. Amendments to Article II of the Credit Agreement .

(a) Section 2.01 of the Credit Agreement is hereby amended as of the Fourth Amendment Effective Date by adding the following sentence immediately before the last sentence of Section 2.01(a):

“Following the making or continuation thereof, as applicable, on the Fourth Amendment Effective Date, the Repriced 2022 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects.”

(b) Section 2.08(a)(ii) of the Credit Agreement is hereby amended as of the Fourth Amendment Effective Date by replacing the phrase “Closing Date, Amendment Effective Date or Third Amendment Effective Date, as applicable” where used therein with the phrase “Closing Date, Amendment Effective Date, Third Amendment Effective Date or Fourth Amendment Effective Date, as applicable”.

(c) Section 2.11(h) of the Credit Agreement is hereby amended as of the Fourth Amendment Effective Date by replacing the phrase “six (6) month anniversary of the Third Amendment Effective Date” where used therein with the phrase “twelve (12) month anniversary of the Fourth Amendment Effective Date”.

SECTION 4. Repriced 2022 Term Loans .

(a) Subject to the terms and conditions set forth herein (i) each Continuing Term Lender agrees to continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Fourth Amendment Effective Date) of its Existing Term Loans as a Repriced 2022 Term Loan on the Fourth Amendment Effective Date in a principal amount equal to such Continuing Term Lender’s Repriced 2022 Term Loan Commitment (as defined below) and (ii) each Additional Term Lender agrees to make a Repriced 2022 Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s Repriced 2022 Term Loan Commitment. For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and a Repriced 2022 Term Lender as of the Fourth Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Fourth Amendment Effective Date, a Lender Addendum (Additional Term Lender) in its capacity as a Repriced 2022 Term Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by the Lead Arranger.

(b) Each Additional Term Lender will make its Repriced 2022 Term Loan on the Fourth Amendment Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.02 of the Credit Agreement, an amount equal to its Repriced 2022 Term Loan Commitment. The “ Repriced 2022 Term Loan Commitment ” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Fourth Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Fourth Amendment Effective Date), which shall be continued as an equal amount of Repriced 2022 Term Loans, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Fourth Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its Repriced 2022 Term Loan. The Repriced 2022 Term Loans may from time to time be ABR Loans or Eurocurrency Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Sections 2.02 and 2.03 of the Credit Agreement. The Lenders having Existing Term Loans that are prepaid in connection with the making of the Repriced 2022 Term Loans shall be entitled to the benefits of Section 2.16 of the Credit Agreement with respect thereto. The Continuing Term Lenders hereby waive the benefits of Section 2.16 of the Credit Agreement with respect thereto.

(c) The obligation of each Repriced 2022 Term Lender to make or acquire by continuation Repriced 2022 Term Loans on the Fourth Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 5 of this Amendment.

(d) On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “Initial Term B Loans” shall be deemed a reference to the Repriced 2022 Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender’s Existing Term Loans to the same extent expressly set forth therein.

(e) The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by the Lead Arranger, including by repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of Repriced 2022 Term Loans in the same amount.

(f) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Lead Arranger, any Lender with Existing Term Loans that are prepaid as contemplated hereby shall, automatically upon receipt of the amount necessary to purchase such Lender’s Existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Assumption and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive the notice requirements of Sections 2.10(d) and 2.11(a) of the Credit Agreement in connection with the prepayment or replacement of Existing Term Loans contemplated hereby.

SECTION 5. Effectiveness . This Amendment shall become effective as of the date (the “ Fourth Amendment Effective Date ”) on which the following conditions have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature of the Borrower, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent and (iii) Lender Addenda, executed and delivered by the Continuing Term Lenders and the Additional Term Lenders.

(b) The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party.

(c) The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Fourth Amendment Effective Date.

(d) To the extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of- pocket expenses (including reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP) in connection with this Amendment and any other reasonable out-of- pocket expenses required to be reimbursed or paid by the Loan Parties under the Credit Agreement or under any Loan Document.

(e) No Event of Default or Default shall have occurred and be continuing.

(f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to the Repriced 2022 Term Loans, the representations and warranties set forth in the Loan Documents, as amended by this Amendment, are true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in

Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Fourth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (ii) no Default or Event of Default has occurred and is continuing on the Fourth Amendment Effective Date after giving effect to this Amendment and the Repriced 2022 Term Loans.

(g) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Fourth Amendment Effective Date (after giving effect hereto), a favorable written opinion of (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit Agreement, in each case (A) dated the Fourth Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Amendment and the other Loan Documents as the Administrative Agent shall reasonably request.

(h) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below:

(i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party;

(ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Fourth Amendment Effective Date and certifying:

(A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Fourth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below,

(B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fourth Amendment Effective Date,

(C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and

(D) as to the incumbency and specimen signature of each officer executing any Loan Document (including the Acknowledgment and Confirmation in the form of Annex I hereto) or any other document delivered in connection herewith on behalf of such Loan Party; and

(iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.

(i) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower.

(j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof.

Notwithstanding any other provisions of this Amendment to the contrary, the Administrative Agent may appoint a fronting lender to act as the sole Additional Term Lender for purposes of facilitating funding on the Fourth Amendment Effective Date. Accordingly, any Lender Addendum (Additional Term Lender) submitted by or on behalf of an Additional Term Lender other than such fronting lender will be deemed ineffective unless accepted by the Lead Arranger in its sole discretion.

SECTION 6. Representations and Warranties . The Borrower represents and warrants to each of the Lenders and the Administrative Agent that as of the Fourth Amendment Effective Date:

6.1. This Amendment has been duly authorized, executed and delivered by it and this Amendment and the Credit Agreement, as amended hereby, constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

6.2. Each of the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Fourth Amendment Effective Date with the same effect as though made on and as of the Fourth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Fourth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects.

SECTION 7. Effect of Amendment .

7.1. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment,

modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

7.2. On and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment and the Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

7.3. Except as expressly provided herein or in the Credit Agreement, the Amended Term Loan Facility shall be subject to the terms and provisions of the Credit Agreement and the other Loan Documents.

SECTION 8. General .

8.1. GOVERNING LAW . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

8.2. Costs and Expenses . The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP, primary counsel for the Administrative Agent.

8.3. Counterparts . This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.

8.4. Headings . The headings of this Amendment are used for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

8.5. FATCA Grandfathered Status . Solely for purposes of determining withholding Taxes under FATCA, from and after the Fourth Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Repriced 2022 Term Lenders hereby authorize the Administrative Agent to treat) the Repriced 2022 Term Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.

REALOGY GROUP LLC, as Borrower


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

REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings


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

Signature Page to Amendment

JPMORGAN CHASE BANK, N.A., as Administrative Agent


By:	/s/ Amrish Desai Name: Amrish Desai Title: Vice President

Signature Page to Amendment

Annex I

ACKNOWLEDGMENT AND CONFIRMATION

(a) Reference is made to the FOURTH AMENDMENT, dated as of January 23, 2017 (the “ Amendment ”; capitalized terms used herein without definition shall have the meanings therein), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 5, 2013 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the “ Credit Agreement ”), among Realogy Intermediate Holdings LLC (“ Holdings ”), Realogy Group LLC (the “ Borrower ”), the several lenders from time to time parties thereto (the “ Lenders ”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) and the other agents parties thereto.

(b) The Credit Agreement is being amended and the Borrower is obtaining Repriced 2022 Term Loans to replace the Existing Term Loans pursuant to the Amendment as set forth therein (the “ Amended Credit Agreement ”). Each of the parties hereto hereby agrees, with respect to each Loan Document to which it is a party:

(i) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of the Amendment; and

(ii) all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Amended Credit Agreement and related guarantees.

(c) This Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement).

(d) THIS ACKNOWLEDGMENT AND CONFIRMATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(e) This Acknowledgment and Confirmation may be executed by one or more of the parties to this Acknowledgment and Confirmation on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Acknowledgment and Confirmation by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.

IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgment and Confirmation to be duly executed and delivered as of the date first written above.

REALOGY GROUP, LLC

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

REALOGY INTERMEDIATE HOLDINGS LLC

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

Signature Page to Acknowledgment and Confirmation

SUBSIDIARY GUARANTORS:

CASTLE EDGE 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

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 Acknowledgment and Confirmation

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

LAND TITLE AND ESCROW, INC.

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

TITLEONE CORPORATION

TITLEONE EXCHANGE 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 Acknowledgment and Confirmation

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

SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC

ZAPLABS LLC

By: /s/ Andrew G. Napurano

Name: Andrew G. Napurano

Title: Chief Finance and Strategy Officer

Signature Page to Acknowledgment and Confirmation

ALPHA REFERRAL NETWORK LLC

BURGDORFF LLC

BURNET REALTY LLC

CAREER DEVELOPMENT CENTER, LLC

CB COMMERCIAL NRT PENNSYLVANIA LLC

CDRE TM LLC

CLIMB REAL ESTATE, INC.

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 LLC

HFS.COM CONNECTICUT REAL ESTATE LLC

HFS.COM REAL ESTATE INCORPORATED

HFS.COM REAL ESTATE 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

NRT CAROLINAS LLC

NRT CAROLINAS REFERRAL NETWORK LLC

NRT COLORADO LLC

NRT COLUMBUS LLC

NRT COMMERCIAL 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 CARE 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 ILLINOIS LLC

NRT PROPERTY MANAGEMENT LOUISIANA LLC

NRT PROPERTY MANAGEMENT MARYLAND LLC

NRT PROPERTY MANAGEMENT MINNESOTA LLC

NRT PROPERTY MANAGEMENT NEW JERSEY LLC

NRT PROPERTY MANAGEMENT NORTH CAROLINA LLC

NRT PROPERTY MANAGEMENT OKLAHOMA LLC

NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC

NRT PROPERTY MANAGEMENT SOUTH CAROLINA LLC

NRT PROPERTY MANAGEMENT TEXAS LLC

NRT PROPERTY MANAGEMENT VIRGINIA LLC

Signature Page to Acknowledgment and Confirmation

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 PLUS, INC.

REFERRAL NETWORK, LLC

SOTHEBY'S INTERNATIONAL REALTY REFERRAL COMPANY, LLC

SOTHEBY'S INTERNATIONAL REALTY, INC.

THE SUNSHINE GROUP, LTD.

By: /s/ Kevin R. Greene

Name: Kevin R. Greene

Title: Chief Financial Officer

Signature Page to Acknowledgment and Confirmation

LENDER ADDENDUM (CASHLESS ROLL) TO THE
AMENDMENT OF THE
CREDIT AGREEMENT
DATED AS OF MARCH 5, 2013

This Lender Addendum (Cashless Roll) (this “ Lender Addendum ”) is referred to in, and is a signature page to, the Fourth Amendment (the “ Amendment ”) to the Amended and Restated Credit Agreement dated as of March 5, 2013 (the “ Credit Agreement ”), among Realogy Intermediate Holdings LLC (“ Holdings ”), Realogy Group LLC (the “ Borrower ”), the several lenders from time to time parties thereto (the “ Lenders ”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as a Continuing Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby and (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to continue its Existing Term Loans as Repriced 2022 Term Loans pursuant to a cashless roll on the Fourth Amendment Effective Date in the amount of its Repriced 2022 Term Loan Commitment.



Name of Institution:

Executing as a Continuing Term Lender :

By:

Name:

Title:

For any institution requiring a second signature line:

By:

Name:

Title:

LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE
AMENDMENT OF THE
CREDIT AGREEMENT
DATED AS OF MARCH 5, 2013

This Lender Addendum (Additional Term Lender) (this “ Lender Addendum ”) is referred to in, and is a signature page to, the Fourth Amendment (the “ Amendment ”) to the Amended and Restated Credit Agreement dated as of March 5, 2013 (the “ Credit Agreement ”), among Realogy Intermediate Holdings LLC (“ Holdings ”), Realogy Group LLC (the “ Borrower ”), the several lenders from time to time parties thereto (the “ Lenders ”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable.

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund Repriced 2022 Term Loans on the Fourth Amendment Effective Date in the amount of such Additional Term Lender’s Repriced 2022 Term Loan Commitment and (C) that on the Fourth Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender thereunder.



Name of Institution:

Executing as an Additional Term Lender :

By:

Name:

Title:

For any institution requiring a second signature line:

By:

Name:

Title:

INCREMENTAL ASSUMPTION AGREEMENT

INCREMENTAL ASSUMPTION AGREEMENT, dated as of January 23, 2017 (this “ Agreement ”), among Realogy Intermediate Holdings LLC (“ Holdings ”), Realogy Group LLC (the “ Borrower ”), the financial institutions party hereto (the “ Incremental Revolving Facility Lenders ”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”).

W I T N E S S E T H :

WHEREAS, reference is made to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Holdings, the Borrower, the several lenders from time to time parties thereto (the “ Lenders ”), the Administrative Agent and the other agents parties thereto;

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower wishes to obtain Incremental Revolving Facility Commitments;

WHEREAS, JPMorgan Chase Bank, N.A. is the lead arranger and bookrunner for the Incremental Revolving Facility Commitments contemplated hereby (in such capacity, the “ Lead Arranger ”) and Suntrust Robinson Humphrey, Inc., Goldman Sachs Bank USA, Credit Agricole Corporate and Investment Bank, BMO Capital Markets Corp., Barclays Bank PLC, Citizens Bank, N.A., Bank of America, N.A., the Bank of Nova Scotia, and Wells Fargo Bank, National Association are the joint lead arrangers and joint bookrunners for the Incremental Revolving Amended Term Loan Facility Commitments contemplated hereby; and

WHEREAS, the Borrower, the Incremental Revolving Facility Lenders and the Administrative Agent are willing to agree to this Agreement on the terms set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1. Definitions . Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Incremental Revolving Facility Commitments .

(a) The Borrower has requested $235,000,000 of Incremental Revolving Facility Commitments and that the date on which such Incremental Revolving Facility Commitments become effective be the Effective Date (as defined below), and each Incremental Revolving Facility Lender has severally agreed to provide an Incremental Revolving Facility Commitment in the amount set forth opposite such Incremental Revolving Facility Lender on Exhibit A hereto.

(b) On the Effective Date, this Agreement shall constitute an “Incremental Assumption Agreement” pursuant to section 2.20 of the Credit Agreement, the Incremental Revolving Facility Commitments referred to in Section 2(a) above shall constitute additional “Revolving Facility Commitments” and any loans made pursuant to such Incremental Revolving Facility Commitments shall constitute “Revolving Facility Loans” under the Credit Agreement as set forth in this Section 2.

(c) The Incremental Revolving Facility Commitments shall have the same terms and conditions as those of the Revolving Facility Commitments existing at the time of the Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit Agreement.

(d) Following the Effective Date, all Revolving Facility Loans shall be made in accordance with the aggregate Revolving Facility Commitments of the Revolving Facility Lenders after giving effect to the Incremental Revolving Facility Commitments contemplated hereby. Pursuant to Section 2.20(d) of the Credit Agreement, the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loans, including in respect of Incremental Revolving Facility Commitments contemplated hereby, when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis.

SECTION 3. Effectiveness . This Agreement (including the Incremental Revolving Facility Commitments provided herein) shall become effective as of the date (the “ Effective Date ”) on which the following conditions have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received a duly executed and completed counterpart hereof that bears the signature of (i) the Borrower, (ii) Holdings, (iii) the Administrative Agent, and (iv) each Incremental Revolving Facility Lender.

(b) The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party.

(c) The Administrative Agent shall have received all fees payable thereto or to any Incremental Revolving Facility Lender on or prior to the Effective Date.

(d) To the extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP) in connection with this Agreement and any other reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties under the Credit Agreement or under any Loan Document.

(e) No Event of Default or Default shall have occurred and be continuing.

(f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Agreement, the representations and warranties set forth in the Loan Documents are true and correct in all material respects on and as of the Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (ii) no Default or Event of Default has occurred and is continuing on the Effective Date after giving effect to this Agreement.

(g) The Administrative Agent shall have received, on behalf of itself and each Incremental Revolving Facility Lender on the Effective Date (after giving effect hereto), a favorable written opinion of (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably

satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit Agreement, in each case (A) dated the Effective Date, (B) addressed to the Administrative Agent and each Incremental Revolving Facility Lender and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement and the Loan Documents as the Administrative Agent shall reasonably request.

(h) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below:

(ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Effective Date and certifying:

(A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below,

(B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Agreement and the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date,

(i) The Incremental Revolving Facility Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower.

(k) The Borrower shall be in Pro Forma Compliance after giving effect to the Incremental Revolving Facility Commitments requested and provided hereby on the Effective Date.

SECTION 4. Representations and Warranties . The Borrower represents and warrants to each of the Incremental Revolving Facility Lenders and the Administrative Agent that as of the Effective Date:

(a) This Agreement has been duly authorized, executed and delivered by it, and this Agreement and the Credit Agreement constitute its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) Each of the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects.

SECTION 5. Effect of this Agreement .

(a) This Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(b) This Agreement and the Acknowledgment and Confirmation shall each constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 6. General .

(a) GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b) Costs and Expenses . The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Agreement, including the reasonable

fees, charges and disbursements of Simpson Thacher & Bartlett LLP, primary counsel for the Administrative Agent.

(c) Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof.

(d) Headings . The headings of this Agreement are used for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

(e) FATCA Grandfathered Status . Solely for purposes of determining withholding Taxes under FATCA, from and after the Effective Date, the Borrower and the Administrative Agent shall treat (and the Incremental Revolving Facility Lenders hereby authorize the Administrative Agent to treat) the Incremental Revolving Facility Commitments established hereby as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.

REALOGY GROUP LLC, as Borrower


By:	/s/ Anthony E. Hull Name: Anthony E. Hull Title: Execute Vice President and Treasurer

REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings


By:	/s/ Anthony E. Hull Name: Anthony E. Hull Title: Execute Vice President and Treasurer

Signature Page to 2017 Incrmental Assumption Agreement

JPMORGAN CHASE BANK, N.A., as Administrative Agent


By:	/s/ Amrish Desai Name: Amrish Desai Title: Vice President

Signature Page to 2017 Incrmental Assumption Agreement

JPMorgan Chase Bank, N.A.,