SUPPLEMENTAL INDENTURE NO. 3

EX-4.76 3 d375292dex476.htm SUPPLEMENTAL INDENTURE NO. 3 Supplemental Indenture No. 3

Exhibit 4.76

SUPPLEMENTAL INDENTURE NO. 3

Supplemental Indenture No. 3 (this “Supplemental Indenture”), dated as of September 11, 2012, among Realogy Corporation, a Delaware corporation (the “Issuer”), Domus Holdings Corp., a Delaware Corporation (“Holdings”), the guarantors listed on the signature pages hereto (each, a “Note Guarantor” and together, the “Note Guarantor”), each a subsidiary of the Issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer, Holdings and the Note Guarantors has heretofore executed and delivered to the Trustee an indenture (as supplemented, the “Indenture”), dated as of January 5, 2011, pursuant to which the Issuer has issued its 11.00% Series A Convertible Senior Subordinated Notes due 2018, 11.00% Series B Convertible Senior Subordinated Notes due 2018 and 11.00% Series C Convertible Senior Subordinated Notes due 2018 (collectively, the “Notes”) and the Note Guarantors have provided guarantees (the “Guarantees” and, together with the Notes, the “Securities”);

WHEREAS, Section 9.02 of the Indenture provides that, subject to certain conditions, the Issuer and the Trustee may amend or supplement the Indenture and the Securities with the consent of the Holders of at least 66 2/3% of the aggregate principal amount of the Notes then outstanding voting as a single class (“Requisite Consent”);

WHEREAS, the Requisite Consent to the amendment to the Indenture set forth in Section 1.1 has been received by the Issuer and the Trustee and all other conditions precedent, if any, provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with as of the date hereof; and

WHEREAS, the Board of Directors of the Issuer and the Boards of Directors or Boards of Managers of the Note Guarantors, as applicable, have authorized and approved the execution and delivery of 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:


ARTICLE I

AMENDMENTS AND WAIVERS

Section 1.1 Amendment to Indenture.

The Indenture is hereby amended to replace clause (i) of Section 4.07 with the following:

“(i) its corporate existence in accordance with its organizational documents, provided that, for the avoidance of doubt, nothing in this clause (i) shall prevent the Issuer from converting into a limited liability company in connection with a Qualified Public Offering and”.

ARTICLE II

MISCELLANEOUS

Section 2.1 Ratification of Indenture; Supplemental Indenture Part of Indenture.

Except as expressly supplemented 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 the Securities heretofore or hereafter authenticated and delivered shall be bound hereby. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Supplemental Indenture, then the terms and conditions of this Supplemental Indenture shall prevail.

Section 2.2 Governing Law.

THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 2.3 Capitalized Terms.

Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Section 2.4 Counterparts/Originals.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.5 Effect of Headings.

The Section headings herein are for convenience only and shall not affect the construction hereof.

 

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Section 2.6 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 Issuer, Holdings and the Note Guarantors. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.

Section 2.7 Successors.

All agreements of the Issuer, Holdings and the Note Guarantors in this Supplemental Indenture shall bind their Successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

Section 2.8 Validity; Enforceability.

Section 2.9 In case any provisions in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

REALOGY CORPORATION
By:  

/s/ Anthony E. Hull

Name:  

Anthony E. Hull

Title:  

Executive Vice President, Chief

Financial Officer and Treasurer

 

DOMUS HOLDINGS CORP
By:  

/s/ Anthony E. Hull

Name:  

Anthony E. Hull

Title:  

Executive Vice President, Chief

Financial Officer and Treasurer


NRT 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
CDRE TM LLC
LAKECREST TITLE, LLC
NRT PHILADELPHIA LLC
REFERRAL NETWORK LLC
SOTHEBY’S INTERNATIONAL REALTY
LICENSEE LLC
WREM, INC.
By:   /s/ Anthony E. Hull
  Name:   Anthony E. Hull
  Title:  

Executive Vice President

Treasurer


  

AMERICAN TITLE COMPANY OF

HOUSTON

   ATCOH HOLDING COMPANY
   BURNET TITLE LLC
   BURNET TITLE HOLDING LLC
   BURROW ESCROW SERVICES, INC.
   CORNERSTONE TITLE COMPANY
   EQUITY TITLE COMPANY
  

EQUITY TITLE MESSENGER SERVICE

HOLDING LLC

  

FIRST CALIFORNIA ESCROW

CORPORATION

   FRANCHISE SETTLEMENT SERVICES LLC
   GUARDIAN HOLDING COMPANY
   GUARDIAN TITLE AGENCY, LLC
   CASE TITLE COMPANY
  

GULF SOUTH SETTLEMENT SERVICES,

LLC

   KEYSTONE CLOSING SERVICES LLC
  

MARKET STREET SETTLEMENT GROUP

LLC

   MID-ATLANTIC SETTLEMENT SERVICES 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
   TAW HOLDING INC.
   TEXAS AMERICAN TITLE COMPANY
  

TITLE RESOURCE GROUP AFFILIATES

            HOLDINGS LLC

   TITLE RESOURCE GROUP HOLDINGS LLC
   TITLE RESOURCE GROUP LLC


TITLE RESOURCE GROUP SERVICES LLC

TITLE RESOURCES INCORPORATED

TRG SERVICES, ESCROW, INC.

TRG SETTLEMENT SERVICES, LLP

WAYDAN TITLE, INC.

WEST COAST ESCROW COMPANY

By:   /s/ Thomas N. Rispoli
  Name:   Thomas N. Rispoli
  Title:   Chief Financial Officer


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
WORLD REAL ESTATE MARKETING LLC
By:   /s/ Andrew G. Napurano
  Name:   Andrew G. Napurano
  Title:   Chief Financial Officer


CARTUS ASSET RECOVERY

CORPORATION

By:   /s/ Eric Barnes
  Name:   Eric Barnes
  Title:   Chief Financial Officer


ALPHA REFERRAL NETWORK LLC BURGDORFF LLC
BURNET REALTY LLC
CAREER DEVELOPMENT CENTER, LLC

CB COMMERCIAL NRT PENNSYLVANIA

LLC

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
HOME REFERRAL NETWORK LLC
JACK GAUGHEN LLC
By:   /s/ Kevin R. Greene
  Name:   Kevin R. Greene
  Title:   Chief Financial Officer


NRT ARIZONA LLC
NRT ARIZONA COMMERCIAL LLC
NRT ARIZONA REFERRAL LLC
NRT COLORADO LLC
NRT COLUMBUS LLC
NRT COMMERCIAL LLC
NRT COMMERCIAL UTAH LLC
NRT DEVELOPMENT ADVISORS LLC
NRT DEVONSHIRE 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 PITTSBURGH LLC
NRT REFERRAL NETWORK LLC
NRT RELOCATION LLC
NRT REOEXPERTS LLC
NRT SUNSHINE INC.
NRT TEXAS LLC
NRT UTAH LLC
NRT WEST, INC.
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.

SOTHEBY’S INTERNATIONAL REALTY,

INC.

SOTHEBY’S INTERNATIONAL REALTY


REFERRAL COMPANY, LLC
THE SUNSHINE GROUP (FLORIDA) LTD. CORP.
THE SUNSHINE GROUP, LTD.
VALLEY OF CALIFORNIA, INC.
By:   /s/ Kevin R. Greene
  Name:   Kevin R. Greene
  Title:   Chief Financial Officer


THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee

By:   /s/ R. Tarnas
  Name:   R. Tarnas
  Title:   Vice President