Exhibit 10.1


 


EXECUTION VERSION


 


SECOND
AMENDMENT


 


SECOND AMENDMENT, dated as of November 22, 2016
(this “Amendment”), to the Credit Agreement, dated as of July 31, 2013 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”) among RMCO, LLC (“Holdings”), RE/MAX,
LLC (the “Borrower”), the several banks and other financial institutions or entities from time to time parties
thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative
Agent”).


 


WITNESSETH


 


WHEREAS, the Borrower has requested certain amendments
to the Credit Agreement; and


 


WHEREAS, the Administrative Agent and the Lenders
party hereto have agreed, upon the terms and subject to the conditions set forth herein, to consent to such amendments;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


SECTION 1.        Defined
Terms. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement as amended hereby.


 


SECTION 2.        Amendment
of the Credit Agreement. Subject to the terms and conditions set forth herein, on the Effective Date (as defined below), the
Credit Agreement is hereby amended as follows:


 


(a)          Section
1.1 is hereby amended by:


 


		(i)	deleting the definition of “Revolving Commitment”
and replacing it in its entirety with the following:



 


““Revolving Commitment”:
as to any Lender, the obligation of such Lender, if any, to make Revolving Loans in an aggregate principal and/or face amount not
to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule
1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time
to time as set forth below or otherwise pursuant to the terms hereof.  It is agreed that (i) the Total Revolving Commitments
shall be increased by an amount equal to $20,000,000 on the date of consummation of the Specified Acquisition (the “Specified
Acquisition Closing Date”), with the Revolving Commitment of each Revolving Lender being increased pro rata
according to such Revolving Lender’s Revolving Percentage as of such date, and (ii) on the date that is one year after
the Specified Acquisition Closing Date, the Total Revolving Commitments shall be reduced by an amount equal to $20,000,000, with
the Revolving Commitment of each Revolving Lender being reduced pro rata according to such Revolving Lender’s
Revolving Percentage as of such date; provided, that if after giving effect to the reduction of the Total Revolving Commitments
described in this clause (ii), the Total Revolving Loans would exceed the amount of the Total Revolving Commitments (as so reduced),
such reduction shall be accompanied by a prepayment of Revolving Loans in the amount of such excess, including any accrued interest
thereon (except in the case of Revolving Loans that are ABR Loans). It is further agreed that the increase of the Total Revolving
Commitments pursuant to the previous sentence shall be deemed a utilization of, and shall reduce, the $50,000,000 basket for Incremental
Facilities provided in Section 2.22(a) of this Agreement, but only until the Total Revolving Commitments are reduced as provided
in clause (ii) of the previous sentence”; and


 




     


     


    

 


		(ii)	adding the following definition in the appropriate alphabetical
order:



 


““Specified Acquisition”:
The acquisition of certain assets of RE/MAX of Kentucky/Tennessee, Inc., RE/MAX of Georgia, Inc. and RE/MAX of Southern Ohio, Inc.,
together with assets associated therewith of RE/MAX of Kentucky/Tennessee Advertising, Inc., AD/MAX, Inc., and RE/MAX of Southern
Ohio Advertising, Inc.”.


 


(b)          Section
6.7(k) is hereby amended by adding the following at the end thereof:


 


“(or, to the extent that the sum
of (i) the Acquisition Consideration for the Specified Acquisition and (ii) all other Acquisition Consideration in the fiscal year
in which the Specified Acquisition occurs would exceed the amount otherwise permitted under this clause (k), an amount equal to
such sum)”.


 


SECTION 3.        Condition
to Effectiveness of Amendment. This Amendment shall become effective (such date, the “Effective Date”) upon
the satisfaction of the following conditions precedent:


 


(a)          the
Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of
Holdings, the Borrower, the Administrative Agent, the Required Lenders and each Revolving Lender; and


 


(b)          the
Specified Acquisition shall have occurred on or prior to December 31, 2016.


 


SECTION 4.        Representations
and Warranties. To induce the other parties hereto to enter into this Amendment, Holdings and the Borrower hereby jointly and
severally represent and warrant to the Administrative Agent that, as of the Effective Date:


 


(a)        Each
of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents are true and correct in all material
respects on and as of the Effective Date as if made on and as of the Effective Date, except for representations and warranties
made as of a specific earlier date that shall be true and correct in all material respects as of such earlier date.


 


(b)        As
of the Effective Date, there does not exist any Default or Event of Default.


 


SECTION 5.        Continuing
Effect.


 


(a)          Except as expressly provided herein, all of
the terms and provisions of the Credit Agreement are and shall remain in full force and effect. The amendments provided for herein
are limited to the specific subsections of the Credit Agreement specified herein and shall not constitute a consent, waiver or
amendment of, or an indication of the Administrative Agent’s or the Lenders’ willingness to consent to any action requiring
consent under any other provisions of the Credit Agreement or the same subsection for any other date or time period. Upon the effectiveness
of the amendments set forth herein, on and after the Effective Date, each reference in the Credit Agreement to “this Agreement,”
“the Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to “Credit Agreement,” “thereunder,” “thereof”
or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.


 




     


     


    

 


(b)         The Borrower and the other parties hereto
acknowledge and agree that this Amendment shall constitute a Loan Document.


 


SECTION 6.        Fees.
The Borrower agrees to pay to the Administrative Agent, for the account of each Lender that has executed and delivered a counterpart
of this Amendment by 5:00 P.M., New York City time, on November 22, 2016, an amendment fee in an amount equal to 10 basis points
of the sum of the principal amount of such Lender’s Term Loans outstanding on such date and the amount of such Lender’s
Revolving Commitments on such date.


 


SECTION 7.        Expenses.
The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred
in connection with the preparation and delivery of this Amendment, and any other documents prepared in connection herewith and
the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of one firm of counsel
to the Administrative Agent in accordance with the terms in the Credit Agreement.


 


SECTION 8.        Execution
in Counterparts. This Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile
and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall
be deemed to be an original, but all the counterparts shall together constitute one and the same instrument.


 


SECTION 9.        GOVERNING
LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE
WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTIONS 9.11,
9.12 AND 9.16 OF THE CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN.


 


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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.


 


	 	RMCO, LLC
	 	 	 
	 	By:	/s/ Dave Liniger
	 	 	Name: Dave Liniger
	 	 	Title:   Chief Executive Officer 
	 	 	 
	 	RE/MAX, LLC
	 	 	 
	 	By:	/s/ Dave Liniger
	 	 	Name: Dave Liniger
	 	 	Title:   Chief Executive Officer 


 


Signature Page to Second Amendment


 




     


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender 
	 	 	 
	 	By:	/s/ Karl Thomasma
	 	 	Name: Karl Thomasma
	 	 	Title:   Senior Underwriter
	 	 	 
	 	[Other Lender Signatures Omitted]


 


Signature Page to Second Amendment