Supplement No. 1 to the Second Lien Priority Collateral Agreement, dated as of June 16, 2020, among Realogy Intermediate Holdings Corp., Realogy Group LLC, each other Grantor identified therein and party thereto and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent
EX-10.2 4 ex102supplementno1tose.htm SUPPLEMENT NO.1 TO THE SECOND LIEN PRIORITY COLLATERAL AGREEMENT Document
SUPPLEMENT NO. 1 (this “Supplement”) dated as of August 28, 2020 to the Second Lien Priority Collateral Agreement dated as of June 16, 2020 (the “Collateral Agreement”), among REALOGY GROUP LLC (the “Company”), REALOGY INTERMEDIATE HOLDINGS LLC (“Intermediate Holdings”), each Subsidiary Grantor identified therein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
A. Reference is made to the Indenture dated as of June 16, 2020 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among the Company, Realogy Co-Issuer Corp., a Florida corporation, Holdings, Intermediate Holdings, the Subsidiaries of the Company party thereto as guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), pursuant to which the Company has duly authorized the issue of the Notes.
B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Collateral Agreement, as applicable.
C. The Company, Intermediate Holdings and each of the Subsidiary Grantors have entered into the Collateral Agreement in order to induce the Holders to purchase and otherwise acquire the Notes. Section 7.16 of the Collateral Agreement provides that additional Subsidiaries of the Company may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiaries (each, a “New Grantor”) are executing this Supplement in accordance with the requirements of the Indenture to become Grantors under the Collateral Agreement.
Accordingly, the Collateral Agent and each New Grantor agree as follows:
SECTION 1. In accordance with Section 7.16 of the Collateral Agreement, each New Grantor by its signature below becomes a Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of Secured Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of such New Grantor’s right, title and interest in and to the Article 9 Collateral and the Pledged Collateral (as each term is defined in the Collateral Agreement) of such New Grantor. Each reference to a “Grantor” and “Guarantor” in the Collateral Agreement shall be deemed to include the New Grantor. The Collateral Agreement is hereby incorporated herein by reference.
SECTION 2. Each New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.
SECTION 3. Each New Grantor is a corporation duly incorporated under the laws of the State of Delaware.
SECTION 4. Each New Grantor confirms that no Default has occurred or would occur as a result of such New Grantor becoming a Guarantor or a Grantor under the Collateral Agreement.
SECTION 5. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of each New Grantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually or electronically signed counterpart of this Supplement. The words “execution,” “signed,” “signature,” and words of like import in this Joinder shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 6. Each New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of (i) any and all Pledged Stock and Pledged Debt Securities now owned by such New Grantor and (ii) any and all Intellectual Property now owned by such New Grantor and (b) set forth under its signature hereto, is the true and correct legal name of such New Grantor and its jurisdiction of organization.
SECTION 7. Except as expressly supplemented hereby, the Collateral Agreement shall remain in full force and effect.
SECTION 8. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 10. All communications and notices hereunder shall (except as otherwise expressly permitted by the Collateral Agreement) be in writing and given as provided in Section 15.01 of the Indenture. All communications and notices hereunder to each New Grantor shall be given to it in care of the Company as provided in Section 15.01 of the Indenture.
SECTION 11. Each New Grantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.
IN WITNESS WHEREOF, each New Grantor and the Collateral Agent have duly executed this Supplement to the Collateral Agreement as of the day and year first above written.
REALOGY LEAD MANAGEMENT SERVICES, INC.,
By: /s/ Timothy B. Gustavson
Name: Timothy B. Gustavson
Title: Senior Vice President
Address: 40 Apple Ridge Road, Danbury, CT 06810
Jurisdiction of Incorporation: Delaware
REALOGY LEAD MANAGEMENT SERVICES, INC.
Address: 175 Park Ave., Madison, NJ 07940
Jurisdiction of Incorporation: Delaware
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent
By: /s/ Valere Boyd
Name: Valere Boyd
Title: Vice President
[Signature Page to Supplement No. 1 to GCA]
Schedule I to
Supplement No. 1 to the
Collateral of the New Grantors
|Grantor||Issuer||Type of Organization||# of Shares Owned||Total Shares Outstanding||% of Interest Held by Grantor Pledged||Certificate No.|
|Cartus Corporation||Realogy Lead Management Services, Inc.||Delaware Corporation||100||100||100%||1|
|Cartus Corporation||Cartus B.V.||Netherlands Private Company with Limited Liability||18,000 shares||18,000 shares||100%||n/a|
|Cartus Corporation||Cartus Brasil Serviços de Reloçacão Ltda.||Brazil Limited Liability Company||660,850 shares||660,851 shares||100%||n/a|
|Cartus Corporation||Cartus Financial Corporation||Delaware Corporation||1,000 shares|
|Cartus Corporation||Cartus Holdings Limited||UK Limited Company||4,875,000|
|Cartus Corporation||Cartus Holdings Limited||UK Limited Company||2,625,000|
|Cartus Corporation||Cartus India Private Limited||India Private Company||25,500 shares||50,000 shares||100%||001|
|Cartus Corporation||Cartus India Private Limited||India Private Company||24,500 shares||50,000 shares||0%||002|
|Cartus Corporation||Cartus Puerto Rico Corporation||Puerto Rico Corporation||100 shares|
|Cartus Corporation||Cartus Real Estate Consultancy (Shanghai) Co., Ltd.||China Limited Liability Company||100% Equity Interest||100% Equity Interest||100%||n/a|
|Cartus Corporation||Cartus Relocation Canada Limited||Canada Limited Company||Class A - 13 shares|
Class B - 62 shares
|Class A - 20 shares|
Class B - 80 shares
|Cartus Corporation||Cartus Relocation Canada Limited||Canada Limited Company||Class A - 7 shares|
Class B - 18 shares
|Class A - 20 shares|
Class B - 80 shares
|Cartus Corporation||Cartus Relocation Corporation||Delaware Corporation||1,000 shares|
|Cartus Corporation||Cartus Relocation Hong Kong Limited||Private company limited by shares and incorporated in Hong Kong||1 Ordinary share||1 Ordinary share||100%||3|
|Cartus Corporation||Cartus Sarl||Switzerland Limited Liability Company||200 shares Uncertificated||200 shares Uncertificated||100%||n/a|
|Cartus Corporation||Cartus SAS||France Simplified Joint-Stock Company||348,000 shares Uncertificated||348,000 shares Uncertificated||100%||n/a|
|Cartus Corporation||Realogy Cavalier Holdco LLC||Delaware Limited Liability Company||65 shares|
|Cartus Corporation||Realogy Cavalier Holdco LLC||Delaware Limited Liability Company||35 shares|
|Cartus Corporation||Fairtide Insurance Ltd.||Bermuda Limited Company||3,000,000 shares||3,000,000 shares||100%||n/a|
PLEDGED DEBT SECURITIES
|Owner Name||Country||Type of Patent||Patent Title||Patent No.|
|Cartus Corporation||US||Utility||System and Method of Selecting Freight Forwarding Companies||8/131,598|
|Owner Name||Country||Patent Title||Application No.|
|Cartus Corporation||US||METHOD AND SYSTEM FOR ESTIMATING RELOCATION COSTS||16/913,525|
US Trademark Applications and Registrations
|ASSIGNMENT PULSEPOINT||Cartus Corporation||87591957||5602719|
|CARTUS & Globe Design||Cartus Corporation||78817923||3314369|
|CARTUS & Globe Design||Cartus Corporation||78818045||3314372|
|CARTUS & Globe Design||Cartus Corporation||78818064||3321204|
|CARTUS & Globe Design||Cartus Corporation||78818082||3383108|
|CARTUS MOVEPRO360||Cartus Corporation||88563115|
|CARTUS MOVEPRO360||Cartus Corporation||88563110|
|CARTUS RELOCATION FLEXCARD||Cartus Corporation||86886631||5079720|
|Globe Design||Cartus Corporation||78817943||3314370|
|Globe Design||Cartus Corporation||78818047||3314373|
|Globe Design||Cartus Corporation||78818069||3321205|
|Globe Design||Cartus Corporation||78818087||3379520|
|Globe Design (in color)||Cartus Corporation||78817954||3314371|
|Globe Design (in color)||Cartus Corporation||78818055||3314374|
|Globe Design (in color)||Cartus Corporation||78818077||3321206|
|Globe Design (in color)||Cartus Corporation||78818090||3379521|
|HAVE DONE. WILL DO.||Cartus Corporation||87545831||5416853|
|HOME AND MOVE||Cartus Corporation||78817256||3372957|
|HOME AND MOVE & Design||Cartus Corporation||78817258||3372958|
|MILES FROM HOME||Cartus Corporation||77790815||3792478|
|MOBILIFY MOBILITY SIMPLIFIED with house design (horizontal)||Cartus Corporation||88748960|
|MOBILIFY MOBILITY SIMPLIFIED with house design (horizontal)||Cartus Corporation||88748951|
|MOBILIFY MOBILITY SIMPLIFIED with house design (stacked)||Cartus Corporation||88748942|
|MOBILIFY MOBILITY SIMPLIFIED with house design (stacked)||Cartus Corporation||88748943|
|MOBILIFY with house design (horizontal)||Cartus Corporation||88748941|
|MOBILIFY with house design (horizontal)||Cartus Corporation||88748952|
|MOBILIFY with house design (stacked)||Cartus Corporation||88748946|
|MOBILIFY with house design (stacked)||Cartus Corporation||88748950|
|MOVEPRO 360 Logo (black)||Cartus Corporation||88795717|
|PRIMACY RELOCATION & DEVICE||Cartus Corporation||75622523||2326003|
|Sunburst Logo||Cartus Corporation||75622522||2316479|
|TRUSTED GUIDANCE - FOR EVERY MOVE YOU MAKE||Cartus Corporation||86060012||4627337|
|WE MOVE THE PEOPLE WHO MOVE THE WORLD||Cartus Corporation||75304946||2455642|