Joinder Agreement No. 1, dated as of February 3, 2011



 Exhibit 10.13 
 JOINDER AGREEMENT NO. 1, dated as of February 3, 2011 (this “Joinder Agreement”), to the INTERCREDITOR AGREEMENT, dated as of September 28, 2009 (as amended, modified and
supplemented from time to time, the “Intercreditor Agreement”), among JPMorgan Chase, N.A., as First Priority Representative (the “Existing First Priority Representative”) for the First Priority Secured Parties (the
“Existing First Priority Secured Parties”), Wilmington Trust Company, as Second Priority Representative (the “Second Priority Representative”) for the Second Priority Secured Parties, Realogy Corporation (the
“Borrower”) and each of the other Loan Parties party thereto. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms (or incorporated by reference) in the Intercreditor Agreement.

 A. WHEREAS, the Borrower proposes to issue $700,000,000 of 7.875% Senior Secured Notes due February 15, 2019 (the
“First Priority Notes”) pursuant to that certain Indenture, dated as of February 3, 2011, among the Borrower, Domus Intermediate Holdings Corp. (“Intermediate”), Domus Holdings Corp., The Bank of New York
Mellon Trust Company, N.A., in its capacity as Collateral Agent and Trustee, and the other Loan Parties thereto (as amended, modified and supplemented from time to time, the “First Priority Indenture”); and 

B. WHEREAS, the indebtedness incurred under, and the other obligations of the Loan Parties with respect to, the First Priority Notes and
the First Priority Indenture constitute Additional Debt under the Intercreditor Agreement, and such Additional Debt is being designated hereby as additional “First Priority Obligations” (the “Additional First Priority
Obligations”) in accordance with Section 9.3(b) of the Intercreditor Agreement; and 
 C. WHEREAS, the Person
identified on the signature pages hereto as the “Additional First Priority Representative” (the “Additional First Priority Representative”) will serve as the collateral agent for the holders of the Additional First
Priority Obligations (such holders, together with the Additional First Priority Representative, the “Additional First Priority Secured Parties”); and 
 D. WHEREAS, the Additional First Priority Representative wishes to become a party to the Intercreditor Agreement and to acquire and undertake, for itself and on behalf of the Additional First Priority
Secured Parties, the rights and obligations of a “First Priority Representative” thereunder. 
 NOW THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the existence and sufficiency of which are expressly recognized by all of the parties hereto, the Additional First Priority Representative hereby agrees to, and the other
parties hereby acknowledge, the following: 
 SECTION 1. Effect on Intercreditor Agreement. The First Priority Notes and
the First Priority Indenture shall each constitute an Additional First Priority Agreement under the Intercreditor Agreement, and each reference therein to “First Priority Representative” shall be construed to include the Additional First
Priority Representative. For the avoidance of doubt and without limiting the foregoing, unless the context requires otherwise (i) each reference in the Intercreditor Agreement to “First Priority Creditors” shall be construed to
include the holders of the Additional First Priority Obligations, (ii) the Additional First Priority Obligations are hereby designated as “First Priority Obligations” in accordance with Section 9.3(b) of the Intercreditor
Agreement and (iii) each reference in the Intercreditor Agreement to “First Priority Collateral Agreement” shall be construed to include that certain Collateral Agreement, dated and effective as of February 3, 2011, among
Intermediate, the Borrower, each other Loan Party identified therein and party thereto and The Bank of New York Mellon Trust Company, N.A., as collateral agent for 







 
the secured parties thereunder (as amended, modified and supplemented from time to time, the “Additional First Priority Collateral Agreement”). 

SECTION 2. Accession to the Intercreditor Agreement. The Additional First Priority Representative (a) hereby accedes and
becomes a party to the Intercreditor Agreement as a First Priority Representative for the Additional First Priority Secured Parties from time to time in respect of the Additional First Priority Obligations, (b) agrees, for itself and on behalf
of the Additional First Priority Secured Parties from time to time in respect of the Additional First Priority Obligations, to all of the terms and provisions of the Intercreditor Agreement and (c) shall have all of the rights and obligations
of a First Priority Representative under the Intercreditor Agreement. 
 SECTION 3. Representations, Warranties and
Acknowledgement of the Additional First Priority Representative. The Additional First Priority Representative represents and warrants to the Existing First Priority Representative, the Second Priority Representative and the other Secured Parties
that (a) it has full power and authority to enter into this Joinder Agreement in its capacity as the Additional First Priority Representative and a First Priority Representative, (b) this Joinder Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Joinder Agreement and (c) the First Priority Notes, the First Priority Indenture and the
Additional First Priority Collateral Agreement relating to such Additional First Priority Obligations provide that, upon the Additional First Priority Representative’s entry into this Joinder Agreement, the secured parties in respect of such
Additional First Priority Obligations will be subject to and bound by the provisions of the Intercreditor Agreement as additional Secured Parties. 
 SECTION 4. Counterparts. This Joinder Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Joinder Agreement shall become effective when the Existing First Priority Representative and the Second Priority Representative shall have received a counterpart of this Joinder Agreement that bears the signature of the Additional
First Priority Representative and such other parties to the Intercreditor Agreement as the Existing First Priority Representative may require. Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Joinder Agreement. It is understood and agreed that The Bank of New York Mellon Trust Company, N.A. is entering into this Joinder Agreement and acceding to and
becoming a party to the Intercreditor Agreement in its capacity as Collateral Agent under the First Priority Indenture and not in its individual capacity and in no event shall The Bank of New York Mellon Trust Company, N.A. incur any liability in
connection with this Joinder Agreement or the Intercreditor Agreement or be personally liable for or on account of the statements, representations, warranties, covenants or obligations stated to be those of the Additional First Priority
Representative hereunder, all such liability, if any, being expressly waived by the parties hereto and any person claiming by, through or under such party. 
 SECTION 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the Intercreditor Agreement. 

SECTION 5. Governing Law; Submission to Jurisdiction. THE PARTIES HERETO HEREBY AGREE THAT SECTION 9.5 AND SECTION 9.6 OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN THIS JOINDER AGREEEMNT AS IF SET FORTH HEREIN MUTATIS MUTANDIS. 
 SECTION 6.
Severability. In case any one or more of the provisions contained in this Joinder Agreement should be held invalid, illegal or unenforceable in any respect, none of the parties 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 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. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 9.7 of the
Intercreditor Agreement. All communications and notices hereunder to the Additional First Priority Representative shall be given to it at the address set forth under its signature hereto, which information supplements Section 9.7 of the
Intercreditor Agreement. 
 SECTION 8. Determination of the Existing First Priority Representative; Direction to the Second
Priority Representative. (a) In accordance with Section 9.3(b) of the Intercreditor Agreement, the Existing First Priority Representative has determined that this Joinder Agreement is necessary or appropriate to facilitate having the
Additional First Priority Obligations become First Priority Obligations and that such Additional First Priority Obligations are permitted by the First Priority Agreement and the Second Priority Agreement to be incurred and to be subject to the
provisions of the Intercreditor Agreement as First Priority Obligations. (b) Pursuant to Section 7(a) of the Incremental Assumption Agreement, the Existing First Priority Representative hereby authorizes and directs the Second Priority
Representative to enter into this Joinder Agreement. 
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 IN WITNESS WHEREOF, the Additional First Priority Representative has executed this Agreement
as of the date first written above. 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Collateral Agent, as Additional First Priority Representative and a First Priority Representative for
and on behalf of the Additional First Priority Secured Parties
		
	By:	 	/s/ Justin Huff
	Name:	 	Justin Huff
	Title:	 	Senior Associate
		 	
	
	Address for Notices:
	525 William Penn Place, 38th Floor
	Pittsburgh, Pennsylvania 15259
	
	Attention: Coprorate Trust Administration
	Telecopy No.: (412) 234-7535



  
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	Acknowledged by:
	
	 JPMORGAN CHASE BANK, N.A.,
 as Existing First Priority Representative for
 and on behalf of the Existing First
Priority
 Secured Parties

		
	By:	 	/s/ Neil R. Boylan
	Name:	 	Neil R. Boylan
	Title:	 	Managing Director


  
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	 WILMINGTON TRUST COMPANY,
 as Second Priority Representative for and
 on behalf of the Second Priority Secured
Parties

		
	By:	 	/s/ Joseph B. Feil
	Name:	 	Joseph B. Feil
	Title:	 	Vice President


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



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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	DOMUS INTERMEDIATE HOLDINGS CORP.
		
	        By:	 	/s/ Anthony E. Hull
		 	Name: Anthony E. Hull
		 	Title: Chief Financial Officer



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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	 CARTUS CORPORATION
  

CDRE TM LLC
  
 DOMUS INTERMEDIATE HOLDINGS CORP.
  
 NRT INSURANCE AGENCY, INC.
  

REALOGY CORPORATION
  
 REALOGY OPERATIONS LLC
  

REALOGY SERVICES GROUP LLC
  
 REALOGY SERVICES VENTURE PARTNER LLC
  
 SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC
  
 WREM, INC.

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



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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	 CARTUS ASSET RECOVERY CORPORATION
  

CARTUS PARTNER CORPORATION
  
 J. W. RIKER – NORTHERN R.I., INC.
  
 FEDSTATE STRATEGIC CONSULTING, INCORPORATED
  
 LAKECREST TITLE, LLC
  
 NRT
PHILADELPHIA LLC
  
 REFERRAL NETWORK LLC

 
 THE CORCORAN GROUP EASTSIDE, INC.

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



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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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

 
 ST. JOE TITLE SERVICES LLC

 
 TAW HOLDING INC.

 
 TEXAS AMERICAN TITLE COMPANY

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



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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	 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



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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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

 
 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



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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	FSA MEMBERSHIP SERVICES, LLC
		
	        By:	 	/s/ Marilyn J. Wasser
		 	Name: Marilyn J. Wasser
		 	Title: Executive Vice President



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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	 ALPHA REFERRAL NETWORK LLC
  

ASSOCIATED CLIENT REFERRAL LLC
  

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 REFERRAL NETWORK

 
 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.

 
 COLORADO COMMERCIAL, LLC

 
 HOME REFERRAL NETWORK LLC

 
 JACK GAUGHEN LLC

 
 NRT ARIZONA LLC

 
 NRT ARIZONA COMMERCIAL LLC

 
 NRT ARIZONA REFERRAL LLC

 
 NRT COLORADO LLC

		
	        By:	 	/s/ Kevin R. Greene
		 	Name: Kevin R. Greene
		 	Title: Chief Financial Officer



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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	 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

 
 REAL ESTATE REFERRAL LLC

 
 REAL ESTATE REFERRALS LLC

 
 REAL ESTATE SERVICES LLC

 
 REFERRAL ASSOCIATES OF NEW ENGLAND LLC

 
 REFERRAL NETWORK, LLC

		
	        By:	 	/s/ Kevin R. Greene
		 	Name: Kevin R. Greene
		 	Title: Chief Financial Officer



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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	 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



 

					
		 	        Address for Notices: Realogy Corporation
		 	                            
              One Campus Drive
		 	                            
              Parsippany, NJ 07054
		 	        Attention: Anthony E. Hull
		 	        Telecopy No.: (973) 407-6651



  
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