First Amendment, dated as of September 28, 2009



 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. 








 2 
  

 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. 
  

					
	DOMUS INTERMEDIATE HOLDINGS CORP.,
		
	By:	 	 /s/Anthony E. Hull

		 	 Name:
	 	Anthony E. Hull
		 	 Title:
	 	Chief Financial Officer
	
	REALOGY CORPORATION,
		
	By:	 	 /s/Anthony E. Hull

		 	 Name:
	 	Anthony E. Hull
		 	 Title:
	 	Chief Financial Officer


  

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	 C21 TM LLC

	 CARTUS CORPORATION

	 CB TM LLC

	 CDRE TM LLC

	 ERA TM LLC

	 NRT INSURANCE AGENCY, INC.

	 REALOGY OPERATIONS LLC

	 REALOGY SERVICES GROUP LLC

	 REALOGY SERVICES VENTURE PARTNER LLC

	 SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC,



  

					
	By:	 	 /s/Anthony E. Hull

		 	 Name:
	 	Anthony E. Hull
		 	 Title:
	 	Chief Financial Officer
	
	 FEDSTATE STRATEGIC CONSULTING, INCORPORATED,

		
	By:	 	 /s/Anthony E. Hull

		 	 Name:
	 	Anthony E. Hull
		 	 Title:
	 	Executive Vice President & Treasurer


  

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	 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

	 GUARDIAN 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

	 SOUTH LAND TITLE CO., INC.

	 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

	 WEST COAST ESCROW COMPANY,



  

					
	By:	 	 /s/Thomas N. Rispoli

		 	 Name:
	 	Thomas N. Rispoli
		 	 Title:
	 	Chief Financial Officer


  

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	 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

	 ERA GENERAL AGENCY OF NEW JERSEY, INC.

	 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


  

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	 CARTUS ASSET RECOVERY CORPORATION

	 CARTUS PARTNER CORPORATION,

		
	By:	 	 /s/Eric J. Barnes

		 	 Name:
	 	Eric Barnes
		 	 Title:
	 	Chief Financial Officer


  

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	 FSA MEMBERSHIP SERVICES, LLC,

		
	By:	 	 /s/Marilyn J. Wasser

		 	 Name:
	 	Marilyn J. Wasser
		 	 Title:
	 	Executive Vice President


  

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	 ALPHA REFERRAL NETWORK LLC

	 ASSOCIATED CLIENT REFERRAL LLC

	 ASSOCIATES INVESTMENTS

	 ASSOCIATES REALTY NETWORK

	 ASSOCIATES REALTY, INC.

	 BATJAC REAL ESTATE CORP.

	 BURGDORFF LLC

	 BURGDORFF REFERRAL ASSOCIATES LLC

	 BURNET REALTY LLC

	 CAREER DEVELOPMENT CENTER, 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 REAL ESTATE SERVICES OF WISCONSIN, INC.

	 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK

	 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.

	 COLORADO COMMERCIAL, LLC

	 COOK—PONY FARM REAL ESTATE, INC.

	 FLORIDA’S PREFERRED SCHOOL OF REAL ESTATE, INC.

	 FRED SANDS SCHOOL OF REAL ESTATE

	 HOME REFERRAL NETWORK LLC

	 JACK GAUGHEN LLC

	 J.W. RIKER—NORTHERN R.I., INC.

	 NRT ARIZONA LLC

	 NRT ARIZONA COMMERCIAL LLC

	 NRT ARIZONA EXITO LLC,



  

					
	By:	 	 /s/Kevin R. Greene

		 	 Name:
	 	Kevin R. Greene
		 	 Title:
	 	Chief Financial Officer


  

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	 NRT ARIZONA REFERRAL LLC

	 NRT COLORADO LLC

	 NRT COLUMBUS LLC

	 NRT COMMERCIAL LLC

	 NRT COMMERCIAL OHIO INCORPORATED

	 NRT COMMERCIAL UTAH 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 RELOCATION LLC

	 NRT REOEXPERTS LLC

	 NRT SUNSHINE INC.

	 NRT TEXAS LLC

	 NRT TEXAS REAL ESTATE SERVICES LLC

	 NRT THE CONDO STORE LLC

	 NRT UTAH LLC

	 PACESETTER NEVADA, INC.

	 PACIFIC PROPERTIES REFERRALS, INC.

	 REAL ESTATE REFERRAL LLC

	 REAL ESTATE REFERRAL NETWORK LLC

	 REAL ESTATE REFERRALS LLC

	 REAL ESTATE SERVICES LLC

	 REAL ESTATE SERVICES OF PENNSYLVANIA LLC

	 REFERRAL ASSOCIATES OF FLORIDA LLC

	 REFERRAL ASSOCIATES OF NEW ENGLAND LLC

	 REFERRAL NETWORK LLC

	 REFERRAL NETWORK, LLC

	 REFERRAL NETWORK PLUS, INC.,



  

					
	By:	 	 /s/Kevin R. Greene

		 	 Name:
	 	Kevin R. Greene
		 	 Title:
	 	Chief Financial Officer


  

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	 SOTHEBY’S INTERNATIONAL REALTY, INC.

	 SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC

	 ST. JOE REAL ESTATE SERVICES, INC.

	 THE CORCORAN GROUP EASTSIDE, INC.

	 THE MILLER GROUP, INC.

	 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


  

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	JPMORGAN CHASE BANK, N.A.,
	as Agent
		
	By:	 	 /s/Neil R. Boylan

		 	 Name:
	 	Neil R.Boylan
		 	 Title:
	 	Managing Director


  

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