Supplemental Indenture No. 1, dated as of February 4, 2021, to the Indenture, 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

Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of February 4, 2021, 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”).

WHEREAS, each of the Issuers and the Note Guarantors has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of January 11, 2021, providing for the issuance of an unlimited aggregate principal amount of 5.750% Senior Notes due 2029 (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;

WHEREAS, the Issuers and the Note Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $300,000,000 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 101.500% of the principal amount, plus accrued and unpaid interest from January 11, 2021. 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. This Supplemental Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature, (ii) a faxed, scanned, or photocopied manual signature or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic sig-natures law, in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature of this Supplemental Indenture shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity there-of. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument.

(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.

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, as Issuer

By: /s/ Charlotte C. Simonelli

Name:    Charlotte C. Simonelli

Title:     Executive Vice President, Chief Financial Officer and Treasurer

REALOGY CO-ISSUER CORP., as Co-Issuer

By: /s/ Charlotte C. Simonelli

Name:    Charlotte C. Simonelli

Title:     Executive Vice President and Treasurer

REALOGY HOLDINGS CORP., as Holdings

By: /s/ Charlotte C. Simonelli

Name:    Charlotte C. Simonelli

Title:     Executive Vice President, Chief Financial Officer and Treasurer

ALPHA REFERRAL NETWORK LLC

BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC

BETTER HOMES AND GARDENS REAL ESTATE LLC

BURGDORFF LLC

BURNET REALTY LLC

CAREER DEVELOPMENT CENTER, LLC

CARTUS CORPORATION

CB COMMERCIAL NRT PENNSYLVANIA LLC

CDRE TM LLC

CENTURY 21 REAL ESTATE LLC

CGRN, INC.

CLIMB FRANCHISE SYSTEMS LLC

CLIMB REAL ESTATE, INC.

CLIMB REAL ESTATE LLC

COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC

COLDWELL BANKER LLC

COLDWELL BANKER NRT REALVITALIZE INC.

COLDWELL BANKER NRT REALVITALIZE LLC.

COLDWELL BANKER PACIFIC PROPERTIES LLC

COLDWELL BANKER REAL ESTATE LLC

COLDWELL BANKER REAL ESTATE SERVICES LLC

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

ERA FRANCHISE SYSTEMS LLC

ESTATELY, INC.

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

LAKECREST TITLE, LLC

LAND TITLE AND ESCROW, INC.

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 CALIFORNIA INCORPORATED

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 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 QUEENS LLC

NRT REFERRAL NETWORK LLC

NRT RELOCATION LLC

NRT REOEXPERTS LLC

NRT SUNSHINE INC

NRT TEXAS LLC

NRT UTAH LLC

NRT VACATION RENTALS ARIZONA LLC

NRT VACATION RENTALS CALIFORNIA, INC.

NRT VACATION RENTALS DELAWARE LLC

NRT VACATION RENTALS FLORIDA LLC

NRT VACATION RENTALS MARYLAND LLC

NRT ZIPREALTY LLC

ONCOR INTERNATIONAL LLC

REAL ESTATE REFERRAL LLC

REAL ESTATE REFERRALS LLC

REAL ESTATE SERVICES LLC

REALOGY BROKERAGE GROUP LLC

REALOGY FRANCHISE GROUP LLC

REALOGY GLOBAL SERVICES LLC

REALOGY INSURANCE AGENCY, INC.

REALOGY LEAD MANAGEMENT SERVICES, INC.

REALOGY LICENSING LLC

REALOGY TITLE GROUP LLC

REFERRAL ASSOCIATES OF NEW ENGLAND LLC

REFERRAL NETWORK LLC

REFERRAL NETWORK PLUS, INC.

REFERRAL NETWORK, LLC

SECURED LAND TRANSFERS LLC

SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC

SOTHEBY’S INTERNATIONAL REALTY GLOBAL DEVELOPMENT ADVISORS LLC

SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC

SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY INC. (CA)

SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC (DE)

SOTHEBY’S INTERNATIONAL REALTY, INC.

THE SUNSHINE GROUP, LTD.

TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC

TITLE RESOURCE GROUP HOLDINGS LLC

TITLE RESOURCE GROUP SETTLEMENT SERVICES, LLC

TRG MARYLAND HOLDINGS LLC

TRG SETTLEMENT SERVICES, LLP

ZAPLABS LLC

By: /s/ Charlotte C. Simonelli     

Name: Charlotte C. Simonelli

Title:    Executive Vice President and Treasurer

REALOGY OPERATIONS LLC

REALOGY SERVICES GROUP LLC

REALOGY SERVICES VENTURE PARTNER LLC

TRG VENTURE PARTNER LLC

By: /s/ Charlotte C. Simonelli

Name: Charlotte C. Simonelli

Title:    Executive Vice President, Chief Financial Officer and Treasurer

CASE TITLE COMPANY

CORNERSTONE TITLE COMPANY

EQUITY TITLE COMPANY

EQUITY TITLE MESSENGER SERVICE HOLDING LLC

GUARDIAN HOLDING COMPANY

By: /s/ Sriram Someshwara

Name: Sriram Someshwara

Title: Senior Vice President and Chief Financial Officer

COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY

By: /s/ Thomas N. Rispoli    

Name:    Thomas N. Rispoli

Title:    Senior Vice President and Treasurer

NRT WEST, INC.

By: /s/ Troy B. McBride    

Name:    Troy B. McBride

Title:    Regional Chief Financial Officer and Treasurer

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

By: /s/ Manjari Purkayastha

Name: Manjari Purkayastha

Title: Vice President