FIRST AMENDMENT TO GUARANTEE AND COLLATERALAGREEMENT

Exhibit 10.4

EXECUTION VERSION

FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

FIRST AMENDMENT, dated as of September 28, 2009 (this “Amendment”), to the Guarantee and Collateral Agreement, dated as of April 10, 2007 (the “Collateral Agreement”), by and among Domus Intermediate Holdings Corp., a Delaware corporation (“Holdings”), Realogy Corporation, a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower signatory thereto (together with the Borrower and Holdings, collectively, the “Grantors”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, in connection with the execution and delivery of the Existing Credit Agreement, dated as of April 10, 2007 (as supplemented by the Incremental Assumption Agreement (defined below) and as otherwise heretofore amended, supplemented or modified, the “Existing Credit Agreement”; capitalized terms not otherwise defined herein shall be used herein as therein defined), among Holdings, the Borrower, each of the financial institutions from time to time party thereto (the “Lenders”), the Agent, the Syndication Agent and the Documentation Agents, the Grantors and the Agent executed the Collateral Agreement;

WHEREAS, concurrently herewith, the Grantors are entering into the Incremental Assumption Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Incremental Assumption Agreement”), among the Grantors, each of the financial institutions from time to time party thereto (the “Second Lien Term Lenders”), the Agent and the Second Lien Collateral Agent (as defined in the Incremental Assumption Agreement), which supplements the Existing Credit Agreement; and

WHEREAS, it is a condition precedent to the effectiveness of the Incremental Assumption Agreement that the Grantors shall have executed and delivered this Amendment;

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. As used in this Amendment, terms otherwise defined herein shall have the respective meanings specified for them and the following terms shall have the meanings specified below:

“First Priority Obligations”: as defined in the Intercreditor Agreement.

“Intercreditor Agreement”: the Intercreditor Agreement, dated as of the date hereof, as amended, supplemented or otherwise modified from time to time, among Holdings, the Borrower, each subsidiary of the Borrower signatory thereto, the Agent and Wilmington Trust Company, as second lien collateral agent.

“Second Priority Obligations”: as defined in the Intercreditor Agreement.

SECTION 2. Amendment to the Collateral Agreement. In order to give effect to the effective subordination of the security interests and other Liens securing the Second Priority Obligations to the security interests and other Liens securing the First Priority Obligations, as described in the Intercreditor Agreement, the Collateral Agreement is hereby amended (to the extent appropriate to effectuate such priority of such Liens) such that (a) references to “Borrower Obligations”, “Guarantor Obligations”, “Lenders”, “Loans” and “Loan Obligations” shall be to such terms solely with respect to the First Priority Obligations and (b) references to the “Administrative Agent” shall be to the Administrative Agent as collateral agent solely for the First Lien Lenders.

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SECTION 3. First Priority Obligations. The parties hereto hereby acknowledge and agree that notwithstanding any other provisions of the Collateral Agreement to the contrary, the Collateral Agreement constitutes a grant and pledge of the Collateral of, and a guarantee by, each Grantor solely with respect to the First Priority Obligations.

SECTION 4. Conditions to Effectiveness of Amendment. This Amendment shall be effective on the date on which the Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of the Grantors (the “Effective Date”).

SECTION 5. Effect on the Loan Documents. (a) Except as specifically amended above, the Collateral Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any First Lien Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, including by means of facsimile or electronic transmission, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

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

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