TENTH OMNIBUS AMENDMENT (Apple Ridge Funding LLC)

Contract Categories: Business Finance - Funding Agreements
EX-10.1 2 ex10-1.htm TENTH OMNIBUS AMENDMENT, DATED AS OF JUNE 9, 2017 Exhibit
Exhibit 10.1

TENTH OMNIBUS AMENDMENT
(Apple Ridge Funding LLC)


THIS Tenth Omnibus Amendment (this “Amendment”) is entered into this 9th day of June, 2017 for the purpose of making amendments to the documents described in this Amendment.

WHEREAS, this Amendment is among (i) Cartus Corporation, a Delaware corporation (“Cartus”), (ii) Cartus Financial Corporation, a Delaware corporation (“CFC”), (iii) Apple Ridge Services Corporation, a Delaware corporation (“ARSC”) (iv) Apple Ridge Funding LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), (v) Realogy Group LLC (f/k/a Realogy Corporation), a Delaware limited liability company (“Realogy”), (vi) U.S. Bank National Association, a national banking association (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), paying agent, authentication agent, and transfer agent and registrar, (vii) the Managing Agents party to the Note Purchase Agreement defined below, and (viii) Crédit Agricole Corporate and Investment Bank (“CA-CIB”), as Administrative Agent and Lead Arranger (the “Administrative Agent”).

WHEREAS, this Amendment relates to the following documents (as such documents have previously been amended):
(i)    Purchase Agreement, dated as of April 25, 2000 (the “Purchase Agreement”), by and between Cartus and CFC;

(ii)    Transfer and Servicing Agreement, dated as of April 25, 2000 (the “Transfer and Servicing Agreement”), by and among ARSC, as transferor, Cartus, as originator and servicer, CFC, as originator, the Issuer, as transferee, and the Indenture Trustee;

(iii)    Receivables Purchase Agreement, dated as of April 25, 2000 (the “Receivables Purchase Agreement”), by and between CFC and ARSC;

(iv)    Master Indenture, dated as of April 25, 2010 (the “Master Indenture”), by and between the Issuer and U.S. Bank, as indenture trustee, paying agent, authentication agent and transfer agent and registrar;

(v)     Series 2011-1 Indenture Supplement dated as of December 16, 2011 (the “Indenture Supplement”) by and between the Issuer and U.S. Bank, as as indenture trustee, paying agent, authentication agent and transfer agent and registrar;

(vi)    Note Purchase Agreement, dated as of December 14, 2011 (the “Note Purchase Agreement”), among the Issuer, Cartus, as Servicer, the financial institutions and commercial paper conduits party thereto and the Administrative Agent, relating to the Series 2011-1 Secured Variable Funding Notes.
        
WHEREAS, the Purchase Agreement, the Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Master Indenture, the Indenture Supplement and the Note Purchase Agreement are collectively referred to in this Amendment as the “Affected Documents”; and

WHEREAS, terms used in this Amendment and not defined herein shall have the meanings assigned to such terms in the Master Indenture, and, if not defined therein, as defined in the Indenture Supplement:

NOW, THEREFORE, the parties hereto hereby recognize and agree:




1.
Amendments to Master Indenture. Effective as of the date hereof, Section 1.01 of the Master Indenture is hereby amended as follows:
a) The definition of “Excess Foreign Currency Receivable Amount” is hereby amended to delete from clause (b)(ii) thereof the number “15%” and to substitute therefor “12.5%”.
b)The definition of “Overconcentration Amount” is hereby amended to delete therefrom the phrase “the amount by which the aggregate Modified Receivable Balances owing by all Foreign Obligors exceeds 5% of the Aggregate Receivable Balance” and to substitute therefor the phrase “the amount by which the aggregate Modified Receivable Balances owing by all Foreign Obligors exceeds 7.5% of the Aggregate Receivable Balance”.
2.
Amendments to Indenture Supplement. Effective as of the date hereof ;the Indenture Supplement is hereby amended as follows:
a)
The definition of “Average Days Outstanding” in Section 2.01 of the Indenture Supplement is hereby amended to delete from clause (a)(ii) thereof the phrase “Average Days in Inventory for such Monthly Period” and to substitute the following therefor: “Average Days in Inventory for such Monthly Period (excluding from such calculation Excluded Homes and any Appraised Value Homes owned by an Originator for more than 365 days as of the close of business on the last day of such Monthly Period)“.
b)
Section 6.01 (Series 2011-1 Amortization Events) of the Indenture Supplement is hereby amended to delete therefrom clauses (j) and (k) to substitute therefor the following:
“(j)    the Average Days in Inventory for Appraised Value Homes for any Monthly Period (excluding from such calculation Excluded Homes and any Appraised Value Homes owned by an Originator for more than 365 days as of the close of business on the last day of such Monthly Period) equals or exceeds one hundred fifty (150) days for any Monthly Period; or
(k)    the average of the Average Days in Inventory for Appraised Value Homes for any Monthly Period and for the immediately preceding five (5) Monthly Periods (other than Excluded Homes and other than any Appraised Value Home owned by an Originator for more than 365 days as of the close of business on the last day of the applicable Monthly Periods included in such calculation) equals or exceeds one hundred thirty (130) days; or”
3.
Amendments to Note Purchase Agreement. Effective as of the date hereof, Section 1.01 of the Note Purchase Agreement is hereby amended as follows:
(a)
The definition of “Commitment Termination Date” is hereby amended to delete
therefrom the reference to “June 9, 2017” and to substitute therefor the date “June 8, 2018”.
4.
Waiver of Delivery. Each of the Managing Agents signatory hereto waives any prior notice or delivery requirement set forth in the Transaction Documents with respect to this Amendment (including, without limitation, pursuant to Section 10.02 of the Master Indenture and Section 2.05(b) of the Note Purchase Agreement).
5.
Conditions Precedent. This Amendment shall be effective upon (a) the Indenture Trustee’s receipt of counterparts to (i) this Amendment and (ii) that certain Renewal Fee Letter, dated the date hereof



(the “Renewal Fee Letter”), by and between the Issuer and each Managing Agent, in each case, duly executed by each of the parties thereto, (b) the Issuer’s payment of all fees required to be paid on or prior to the date hereof in accordance with the Renewal Fee Letter in accordance with the terms thereof and (c) the Issuer’s payment and/or reimbursement, to the extent invoiced, of the Administrative Agent’s, each Managing Agent’s and each Purchaser’s reasonable costs and expenses incurred in connection with this Amendment and the other Transaction Documents.
6.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
7.
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
8.
References to and Effect on Affected Documents. On and after the date hereof: (i) all references in any Affected Document to “this Agreement,” “hereof,” “herein” or words of similar effect referring to such Affected Document shall be deemed to be references to such Affected Document as amended by this Amendment; (ii) each reference in any of the Affected Documents to any other Affected Document and each reference in any of the other Transaction Documents among the parties hereto to any of the Affected Documents shall each mean and be a reference to such Affected Document as amended by this Amendment; and (iii) each reference in any Transaction Document among the parties hereto to any of the terms or provisions of an Affected Document which are redefined or otherwise modified hereby shall mean and be a reference to such terms or provisions as redefined or otherwise modified by this Amendment; provided, that, notwithstanding the foregoing or any other provisions of this Amendment, the amendments contained in this Amendment shall not be effective to (x) modify on a retroactive basis any representations or warranties previously made under any Affected Document with respect to Receivables transferred or purported to have been transferred prior to the date hereof, which representations and warranties shall continue to speak as of the dates such Receivables were transferred and based on the terms and provisions of the Affected Documents as in effect at such time or (y) otherwise modify the terms of any transfer or purported transfer of any Receivable transferred or purported to be transferred pursuant to an Affected Document prior to the date hereof.
9.
Reaffirmation of Performance Guaranty. Effective as of the date hereof, Realogy, in its capacity as the Performance Guarantor under the Performance Guaranty, hereby consents to this Amendment and acknowledges and agrees that the Performance Guaranty remains in full force and effect is hereby reaffirmed, ratified and confirmed.
10.
No Waiver. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Affected Documents other than as set forth herein, each of which Affected Documents, as modified hereby, remains in full force and effect and is hereby reaffirmed, ratified and confirmed.
11.
Issuer Representations re: Outstanding Series. As of the date hereof, the Issuer represents and warrants that the Series 2011-1 Notes are the only Notes outstanding under the Master Indenture.

[SIGNATURE PAGES FOLLOW]



IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.


CARTUS CORPORATION


By: /s/ E. J. Barnes            
Name: Eric J. Barnes
Title: SVP & CFO


CARTUS FINANCIAL CORPORATION


By: /s/ E. J. Barnes            
Name: Eric J. Barnes
Title: SVP & CFO


APPLE RIDGE SERVICES CORPORATION


By: /s/ E. J. Barnes            
Name: Eric J. Barnes
Title: SVP & CFO


APPLE RIDGE FUNDING LLC


By: /s/ E. J. Barnes                        
Name: Eric J. Barnes
Title: SVP & CFO


REALOGY GROUP LLC


By: /s/ Anthony Hull            
Name: Anthony E. Hull
Title: EVP, CFO & Treasurer

Signature Page to Tenth Omnibus Amendment




U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, Paying Agent, Authentication Agent and Transfer Agent and Registrar


By: /s/ Brian Glel            
Name: Brian Glel
Title: Vice President

Signature Page to Tenth Omnibus Amendment




CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent and a Managing Agent


By: /s/ Kostantina Kourmpetis        
Name: Kostantina Kourmpetis
Title: Managing Director


By: /s/ Michael Regan            
Name: Michael Regan
Title: Managing Director


Signature Page to Tenth Omnibus Amendment



THE BANK OF NOVA SCOTIA, as a Managing Agent


By: /s/ Michelle Phillips         
Name: Michelle C. Phillips    
Title: Execution Head & Director

Signature Page to Tenth Omnibus Amendment



WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Managing Agent

By: /s/ Elizabeth R. Wagner        
Name: Elizabeth R. Wagner
Title: Managing Director

Signature Page to Tenth Omnibus Amendment



BARCLAYS BANK PLC, as a Managing Agent


By: /s/ Laura Spichiger            
Name: Laura Spichiger
Title: Director



Signature Page to Tenth Omnibus Amendment