EX-10.4



 Exhibit 10.4 

JOINDER NO. 1 dated as of October 23, 2015 to the FIRST LIEN PRIORITY INTERCREDITOR AGREEMENT dated as of February 2, 2012 (the
“First Lien Priority Intercreditor Agreement”), among REALOGY GROUP LLC, a Delaware limited liability company (f/k/a REALOGY CORPORATION, a Delaware corporation) (the “Company”), certain subsidiaries and affiliates
of the Company (each, a “Grantor”), JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties under the First Lien Priority Security Documents (in such capacity, the “Credit
Agreement Collateral Agent”), and as Authorized Representative for the Credit Agreement Secured Parties, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Initial Additional Authorized Representative, and the additional Authorized
Representatives from time to time a party thereto. 
 A. Capitalized terms used herein but not otherwise defined herein shall have the
meanings assigned to such terms in the First Lien Priority Intercreditor Agreement. 
 B. As a condition to the ability of the Company to
incur Additional First Lien Priority Obligations and to secure such Additional Senior Class Debt with the liens and security interests created by the Additional First Lien Priority Security Documents, the Additional Senior Class Debt Representative
in respect of such Additional Senior Class Debt is required to become an Authorized Representative, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof are required to become subject to and bound by,
the First Lien Priority Intercreditor Agreement. Section 5.13 of the First Lien Priority Intercreditor Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative, and such Additional Senior
Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by the First Lien Priority Intercreditor Agreement upon the execution and delivery by the Senior Debt Class Representative of an instrument in the form of this
Joinder Agreement and the satisfaction of the other conditions set forth in Section 5.13 of the First Lien Priority Intercreditor Agreement. The undersigned, JPMORGAN CHASE BANK, N.A. (the “New Representative”), as Collateral
Agent under the Term Loan Agreement, dated as of October 23, 2015 among REALOGY INTERMEDIATE HOLDINGS LLC, REALOGY GROUP LLC, the Lenders party thereto and JPMorgan Chase Bank, N.A. (the “Term Loan Agreement”) is executing this
Joinder Agreement in accordance with the requirements of the First Lien Priority Intercreditor Agreement and the First Lien Priority Security Documents. 

Accordingly, each Collateral Agent, each Authorized Representative and the New Representative agree as follows: 

SECTION 1. In accordance with Section 5.13 of the First Lien Priority Intercreditor Agreement, the New Representative by its signature
below becomes an Authorized Representative under, and the related Additional Senior Class Debt and Additional Senior Class Debt Parties become subject to and bound by, the First Lien Priority Intercreditor Agreement with the same force and effect as
if the New Representative had originally been named therein as an Authorized Representative and the New Representative, on its behalf and on behalf of such Additional Senior Class Debt Parties, hereby agrees to all the terms and provisions of the
First 







 
Lien Priority Intercreditor Agreement applicable to it as Authorized Representative and to the Additional Senior Class Debt Parties that it represents as Additional First Lien Priority Secured
Parties. Each reference to an “Authorized Representative” in the First Lien Priority Intercreditor Agreement shall be deemed to include the New Representative. The First Lien Priority Intercreditor Agreement is hereby incorporated
herein by reference. 
 SECTION 2. The New Representative represents and warrants to each Collateral Agent, each Authorized Representative
and the other First Lien Priority Secured Parties, individually, that (i) it has full power and authority to enter into this Joinder, in its capacity as administrative agent and collateral agent, (ii) this Joinder has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and (iii) the Additional First Lien Priority Documents relating to such Additional Senior Class Debt
provide that, upon the New Representative’s entry into this Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject to and bound by the provisions of the First Lien Priority
Intercreditor Agreement as Additional First Lien Priority Secured Parties. 
 SECTION 3. This Joinder may be executed in counterparts, each
of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when each Collateral Agent shall have received a counterpart of this Joinder that bears the
signatures of the New Representative. Delivery of an executed signature page to this Joinder by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder. 

SECTION 4. Except as expressly supplemented hereby, the First Lien Priority Intercreditor Agreement shall remain in full force and effect.

 SECTION 5. THIS JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this Joinder
should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and
enforceability of the remaining provisions contained herein and in the First Lien Priority Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Priority
Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at its address set forth below its signature hereto. 







 SECTION 8. The Company agrees to reimburse each Collateral Agent and each Authorized
Representative for its reasonable out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel. 







 IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First Lien
Priority Intercreditor Agreement as of the day and year first above written. 
  

			
	JPMORGAN CHASE BANK, N.A,
	as collateral agent for secured parties under the Term Loan Agreement
		
	By:	 	 /s/ Mohammad S Hasan

	Name:	 	Mohammad S Hasan
	Title:	 	Executive Director
	
	Address for notices:
	
	JPMorgan Chase Bank, N.A.
	500 Stanton Christiana Road
	Ops 2 Floor 3
	Newark, DE 19713










			
	Acknowledged by:
	
	 JPMORGAN CHASE BANK, N.A.,
 as the
Credit Agreement Collateral Agent and Authorized Representative,

		
	By:	 	 /s/ Mohammad S Hasan

	Name:	 	Mohammad S Hasan
	Title:	 	Executive Director
	
	 REALOGY GROUP LLC,
 as
Company

		
	By:	 	 /s/ Anthony E. Hull

	Name:	 	Anthony E. Hull
	Title:	 	Executive Vice President,
		 	Chief Financial Officer and Treasurer








 
			
	SUBSIDIARY GUARANTORS:
	
	NRT INSURANCE AGENCY, INC.
		
	By:	 	 /s/ Anthony E. Hull

	Name:	 	Anthony E. Hull
	Title:	 	Chief Financial Officer
	
	CARTUS ASSET RECOVERY CORPORATION
	CARTUS CORPORATION
	CDRE TM LLC
	REALOGY OPERATIONS LLC
	REALOGY SERVICES GROUP LLC
	REALOGY SERVICES VENTURE PARTNER LLC
		
	By:	 	 /s/ Anthony E. Hull

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









 
			
	AMERICAN TITLE COMPANY OF HOUSTON
	CASE TITLE COMPANY
	BURNET TITLE LLC
	BURNET TITLE HOLDING LLC
	CORNERSTONE TITLE COMPANY
	EQUITY TITLE COMPANY
	 EQUITY TITLE MESSENGER SERVICE HOLDING LLC

	GUARDIAN HOLDING COMPANY
	GUARDIAN TITLE AGENCY, LLC
	KEYSTONE CLOSING SERVICES LLC
	LAKECREST TITLE, 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
	TEXAS AMERICAN TITLE COMPANY
	 TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC

	TITLE RESOURCE GROUP HOLDINGS LLC
	TITLE RESOURCE GROUP LLC
	TITLE RESOURCE GROUP SERVICES LLC
	TRG SETTLEMENT SERVICES, LLP
		
	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

	 SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC

	ZIPREALTY CALIFORNIA, INC.
	ZIPREALTY LLC
		
	By:	 	 /s/ Andrew G. Napurano

	Name:	 	Andrew G. Napurano
	Title:	 	Chief Finance and Strategy 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
	HFS LLC
	HFS.COM CONNECTICUT REAL ESTATE LLC
	HFS.COM REAL ESTATE INCORPORATED
	HFS.COM REAL ESTATE LLC
	HOME REFERRAL NETWORK LLC
	JACK GAUGHEN LLC
	MARTHA TURNER PROPERTIES, L.P.
	MARTHA TURNER SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY LLC
	MTPGP, LLC
	NRT ARIZONA COMMERCIAL LLC
	NRT ARIZONA LLC
	NRT ARIZONA REFERRAL LLC
	NRT CAROLINAS LLC
	NRT CAROLINAS REFERRAL NETWORK LLC
	NRT COLORADO LLC
	NRT COLUMBUS LLC
	NRT COMMERCIAL LLC
	NRT COMMERCIAL UTAH LLC
	NRT DEVELOPMENT ADVISORS LLC
	NRT DEVONSHIRE LLC
	NRT DEVONSHIRE WEST LLC
	NRT FLORIDA 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 PHILADELPHIA LLC


  
 (continued) 









 (continued from prior page) 

 


			
	NRT PITTSBURGH LLC
	NRT PROPERTY MANAGEMENT ARIZONA LLC
	NRT PROPERTY MANAGEMENT CALIFORNIA, INC.
	NRT PROPERTY MANAGEMENT DC LLC
	NRT PROPERTY MANAGEMENT DELAWARE LLC
	NRT PROPERTY MANAGEMENT FLORIDA LLC
	NRT PROPERTY MANAGEMENT GEORGIA LLC
	NRT PROPERTY MANAGEMENT MARYLAND LLC
	NRT PROPERTY MANAGEMENT MINNESOTA LLC
	NRT PROPERTY MANAGEMENT NEW JERSEY LLC
	NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC
	NRT PROPERTY MANAGEMENT TEXAS LLC
	NRT PROPERTY MANAGEMENT VIRGINIA LLC
	NRT REFERRAL NETWORK LLC
	NRT RELOCATION LLC
	NRT RENTAL MANAGEMENT SOLUTIONS LLC
	NRT REOEXPERTS LLC
	NRT SUNSHINE INC.
	NRT TEXAS LLC
	NRT UTAH LLC
	NRT WEST, INC.
	NRT ZIPREALTY LLC
	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.
	REFERRAL NETWORK, LLC
	SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC
	SOTHEBY’S INTERNATIONAL REALTY, INC.
	THE SUNSHINE GROUP, LTD.
		
	By:	 	 /s/ Kevin R. Greene

	Name:	 	Kevin R. Greene
	Title:	 	Chief Financial Officer