EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 
 THIRD
AMENDMENT 
 THIRD AMENDMENT, dated as of July 20, 2016 (this “Amendment”), to the Amended and Restated Credit
Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the
“Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other
agents parties thereto. 
 W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the
Borrower; 
 WHEREAS, the Borrower has requested that the outstanding Initial Term B Loans (as such definition is amended hereby) be
refinanced with a new term facility (the “Amended Term Loan Facility”) in accordance with Section 10.08(e) of the Credit Agreement by obtaining New Term Loan Commitments (as defined in Section 4 of this Amendment) and
having existing Initial Term B Loans be continued as provided herein; 
 WHEREAS, JPMorgan Chase Bank, N.A. is the lead arranger and
bookrunner for the Amended Term Loan Facility (in such capacity, the “Lead Arranger”) and BMO Capital Markets Corp., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Agricole Corporate and Investment Bank, Credit Suisse
Securities (USA) LLC, Goldman Sachs Bank USA, and Suntrust Robinson Humphrey, Inc. are the joint lead arrangers and joint bookrunners for the Amended Term Loan Facility (collectively, the “Joint Bookrunners”); 

WHEREAS, the loans under the Amended Term Loan Facility (the “New 2022 Term Loans”) will replace and refinance the currently
outstanding Initial Term B Loans; 
 WHEREAS, except as otherwise provided herein, the New 2022 Term Loans will have the same terms as the
Initial Term B Loans currently outstanding under the Credit Agreement; 
 WHEREAS, each existing Initial Term B Lender that executes and
delivers a Lender Addendum (Cashless Roll) attached hereto (a “Lender Addendum (Cashless Roll)”) and in connection therewith agrees to continue all of its outstanding Initial Term B Loans as New 2022 Term Loans (such continued
Initial Term B Loans, the “Continued Term Loans”, and such Lenders, collectively, the “Continuing Term Lenders”) will thereby (i) agree to the terms of this Amendment and (ii) agree to continue all of its
existing Initial Term B Loans (such existing Initial Term B Loans, the “Existing Term Loans”, and the Lenders of such Existing Term Loans, collectively, the “Existing Term Lenders”) outstanding on the Third
Amendment Effective Date (as defined below) as New 2022 Term Loans in a principal amount equal to the aggregate principal amount of such Existing Term Loans so continued (or such lesser amount as notified to such Lender by the Administrative Agent
prior to the Third Amendment Effective Date); 
 WHEREAS, subject to the preceding recitals, each Person (other than a Continuing Term
Lender in its capacity as such) that executes and delivers a Lender Addendum (Additional Term Lender) attached hereto (a “Lender Addendum (Additional Term Lender)” and, together with a Lender Addendum (Cashless Roll), a
“Lender Addendum”)) and agrees in connection therewith to make New 2022 Term Loans (collectively, the “Additional Term Lenders”) will thereby (i) agree to the terms of this Amendment and (ii) commit to
make New 2022 Term Loans to the Borrower on the Third Amendment Effective Date (the “Additional Term Loans”) in such amount (not in excess of any such commitment) as is determined by the Administrative Agent and notified to such
Additional Term Lender; 







 WHEREAS, the proceeds of the Additional Term Loans will be used by the Borrower to repay in full
the outstanding principal amount of the Existing Term Loans that are not continued as New 2022 Term Loans by Continuing Term Lenders; 

WHEREAS, the Continuing Term Lenders and the Additional Term Lenders (collectively, the “New Term Lenders”) are severally
willing to continue their Existing Term Loans as New 2022 Term Loans and/or to make New 2022 Term Loans, as the case may be, subject to the terms and conditions set forth in this Amendment; 

WHEREAS, Section 10.08(e) of the Credit Agreement permits the Borrower to amend the Credit Agreement, with the written consent of the
Administrative Agent and the New Term Lenders, to refinance the Existing Term Loans with the proceeds of the Amended Term Loan Facility, which constitute Replacement Term Loans under the Credit Agreement; and 

WHEREAS, the Borrower, the New Term Lenders and the Administrative Agent are willing to agree to this Amendment on the terms set forth herein;

 NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows: 

SECTION 1. Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement. 
 SECTION 2. Amendments to Article I of the Credit Agreement. Section 1.01 of the Credit
Agreement is hereby amended as follows: 
 (a) The following definitions are hereby added in the appropriate alphabetical order to
Section 1.01: 
 “Anti-Corruption Laws” shall mean the Foreign Corrupt Practices Act of 1977, as amended, and other
similar laws, rules and regulations of any jurisdiction that may be applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption. 

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority
in respect of any liability of an EEA Financial Institution. 
 “EEA Financial Institution” shall mean (a) any
institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this
definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

  
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 “EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule
published by the Loan Market Association (or any successor Person), as in effect from time to time. 
 “Material
Acquisition” shall mean any Permitted Business Acquisition that involves the payment of consideration or assumption of Indebtedness by the Borrower and its Subsidiaries in excess of $250,000,000. 

“New 2022 Term Loans” shall have the meaning assigned to such term in the Third Amendment. 

“RP Ratio Test” shall have the meaning assigned to such term in Section 6.06(m). 

“Sanctioned Country” shall mean, at any time, a country or territory which is itself the subject or target of comprehensive
Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Sudan, the Crimea region of Ukraine and Syria). 
 “Sanctioned
Person” shall mean, at any time, (a) any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or by
the United Nations Security Council or the European Union, (b) any person located, organized or resident in a Sanctioned Country or (c) any person owned or controlled by any such person or persons described in the foregoing clauses
(a) or (b). 
 “Sanctions” shall mean, economic or financial sanctions or trade embargoes imposed, administered or
enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or (b) the United Nations Security Council,
the European Union or Her Majesty’s Treasury of the United Kingdom. 
 “Third Amendment” shall mean the Third
Amendment, dated as of the Third Amendment Effective Date, to this Agreement. 
 “Third Amendment Effective Date” shall
mean July 20, 2016. 
 “Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority,
the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

 (b) The definition of “Federal Funds Effective Rate” is hereby amended to include the following clause immediately before the
end of the first sentence thereof: 
 provided, further, that if the Federal Funds Effective Rate shall be less than zero, such
rate shall be deemed to be zero with respect to the Term Facility for purposes of this Agreement 
 (c) The definition of “Initial Term
B Loan Commitment” is hereby amended and restated in its entirety as follows: 
 “Initial Term B Loan Commitment” shall
mean, with respect to each Lender, the agreement, if any, of such Lender: (i) prior to the Amendment Effective Date, to make 

  
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Initial Term B Loans as set forth in Section 2.01(a) on the Closing Date, (ii) on or after the Amendment Effective Date but prior to the Third Amendment Effective Date, (a) to
continue its Existing Term Loans (as defined in the First Amendment) as a New Term Loan or (b) to make a New Term Loan in the amount provided for in the First Amendment or (iii) on or after the Third Amendment Effective Date, (a) to
continue its Existing Term Loans (as defined in the Third Amendment) as a New 2022 Term Loan or (b) to make a New 2022 Term Loan in the amount provided for in the Third Amendment. The aggregate amount of the Initial Term B Loan Commitments on,
and after giving effect to, the Third Amendment Effective Date is $1,100,000,000. 
 (d) The definition of “Initial Term B Loans”
is hereby amended and restated in its entirety as follows: 
 “Initial Term B Loans” shall mean (i) prior to the
Amendment Effective Date, a Loan made by an Initial Term B Lender pursuant to Section 2.01(a), (ii) on and after the Amendment Effective Date but prior to the Third Amendment Effective Date, any New Term Loans made or continued pursuant to
the First Amendment or (iii) on and after the Third Amendment Effective Date, any New 2022 Term Loans made or continued pursuant to the Third Amendment. 

(e) The definition of “LIBO Rate” is hereby amended to include the following clause immediately before the end thereof; 

provided, further, that if such rate as published by BBA LIBOR (or other applicable source) shall be less than zero, such rate
shall be deemed to be zero with respect to the Term Facility for purposes of this Agreement 
 (f) The definition of “Term B Facility
Maturity Date” is hereby amended and restated in its entirety as follows: 
 “Term B Facility Maturity Date” shall mean
July 20, 2022. 
 (g) The definition of “Term B Loans” is hereby amended and restated in its entirety as follows: 

“Term B Loans” shall mean (i) prior to the Amendment Effective Date, the Initial Term B Loans that were made by the
Lenders to the Borrower pursuant to Section 2.01(a), (ii) on or after the Amendment Effective Date but prior to the Third Amendment Effective Date, any New Term Loans made or continued hereunder pursuant to the First Amendment,
(iii) on or after the Third Amendment Effective Date, any New 2022 Term Loans made or continued hereunder pursuant to the Third Amendment and (iii) any Incremental Term Loans in the form of Term B Loans having the same terms (including
pricing, Yield and amortization) as the New 2022 Term Loans made by the Incremental Term Lenders to the Borrower pursuant to Section 2.01(d). 

SECTION 3. Other Amendments to the Credit Agreement. 

(a) Section 2.01 of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by adding the following sentence
immediately before the last sentence of Section 2.01(a): 
 “Following the making or continuation thereof, as applicable, on the
Third Amendment Effective Date, the New 2022 Term Loans shall constitute Initial Term B Loans and Term B Loans, as applicable, in all respects.” 

  
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 (b) Section 2.08(a)(ii) of the Credit Agreement is hereby amended as of the Third Amendment
Effective Date by replacing the phrase “Closing Date or Amendment Effective Date, as applicable” where used therein with the phrase “Closing Date, Amendment Effective Date or Third Amendment Effective Date, as applicable”. 

(c) Section 2.11(h) of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by replacing the phrase
“twelve (12) month anniversary of the Amendment Effective Date” where used therein with the phrase “six (6) month anniversary of the Third Amendment Effective Date”. 

(d) Section 2.20(b) of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by replacing the phrase
“eighteen (18) months after the Closing Date” where used therein with the phrase “eighteen (18) months after the Third Amendment Effective Date”. 

(e) Article III of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by adding the following section as a new
Section 3.22: 
 “Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and
procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective
officers and employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated as a
Sanctioned Person. None of (a) the Borrower, any Subsidiary or any of their respective directors or officers, or (b) any employee of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit
facility established hereby, is a Sanctioned Person. No Loan use of proceeds or other transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.” 

(f) Article III of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by adding the following section as a new
Section 3.23: 
 “EEA Financial Institutions. No Loan Party is an EEA Financial Institution.” 

(g) Section 5.01 of the Credit Agreement is hereby amended as of the Third Amendment Effective Date by adding the following section as a
new Section 5.01(c): 
 “Maintain in effect and enforce policies and procedures reasonably designed to promote compliance in all
material respects by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions.” 

(h) Section 6.06(m) of the Credit Agreement is hereby amended and restated in its entirety as of the Third Amendment Effective Date as
follows: 
 “other Restricted Payments, provided, that (i) no Default or Event of Default has occurred and is continuing or
would result therefrom and (ii) after giving effect thereto, the Total Net Leverage Ratio on a Pro Forma Basis shall not be greater than 4.00 to 1.00 (the “RP Ratio Test”); 

  
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provided that, for the two fiscal quarters ended immediately following the closing of a Material Acquisition (including the fiscal quarter in which such Material Acquisition occurs), the
RP Ratio Test shall be 4.50 to 1.00 with respect to then-existing common stock dividend and stock buyback programs; provided, however, that, after any such two fiscal quarter period, there shall be two consecutive fiscal quarters for
which the RP Ratio Test shall be 4.00 to 1.00, regardless of any other Material Acquisitions.” 
 (i) Article VI of the Credit
Agreement is hereby amended as of the Third Amendment Effective Date by adding the following section as a new Section 6.11: 

“Use of Proceeds. Request any Loan, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their
respective directors, officers, employees and agents shall not use, the proceeds of any Loan, (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person
in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country in violation of Sanctions, or (C) in
any manner that would result in the violation of any Sanctions applicable to any party hereto.” 
 (j) Article X of the Credit
Agreement is hereby amended as of the Third Amendment Effective Date by adding the following section as a new Section 10.24: 

“Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and
conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 
 (a) the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 

(b) the effects of any Bail-In Action on any such liability, including, if applicable: 

(i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in connection with
the exercise of the write-down and conversion powers of any EEA Resolution Authority.” 
 SECTION 4. New 2022 Term Loans. 

(a) Subject to the terms and conditions set forth herein (i) each Continuing Term Lender agrees to continue all (or such lesser amount as
notified to such Lender by the Administrative Agent prior to the Third Amendment Effective Date) of its Existing Term Loans as a New 2022 Term Loan on the Third Amendment Effective Date in a principal amount equal to such Continuing Term
Lender’s New Term Loan Commitment (as defined below) and (ii) each Additional Term Lender agrees to make a New 

  
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2022 Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment. For purposes hereof, a Person shall become a party to the
Credit Agreement as amended hereby and a New Term Lender as of the Third Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Third Amendment Effective Date, a Lender Addendum (Additional Term Lender)
in its capacity as a New Term Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by the Lead Arranger. 

(b) Each Additional Term Lender will make its New 2022 Term Loan on the Third Amendment Effective Date by making available to the
Administrative Agent, in the manner contemplated by Section 2.02 of the Credit Agreement, an amount equal to its New Term Loan Commitment. The “New Term Loan Commitment” (i) of any Continuing Term Lender will be the amount
of its Existing Term Loans as set forth in the Register as of the Third Amendment Effective Date (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Third Amendment Effective Date), which shall be continued as
an equal amount of New 2022 Term Loans, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior
to the Third Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to
make or acquire by continuation its New 2022 Term Loan. The New 2022 Term Loans may from time to time be ABR Loans or Eurocurrency Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Sections 2.02 and
2.03 of the Credit Agreement. The Lenders having Existing Term Loans that are prepaid in connection with the making of the New 2022 Term Loans shall be entitled to the benefits of Section 2.16 of the Credit Agreement with respect thereto. The
Continuing Term Lenders hereby waive the benefits of Section 2.16 of the Credit Agreement with respect thereto. 
 (c) The obligation
of each New Term Lender to make or acquire by continuation New 2022 Term Loans on the Third Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 5 of this Amendment. 

(d) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “Initial Term B Loans” shall be
deemed a reference to the New 2022 Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and
expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender’s Existing Term Loans to the same extent expressly set
forth therein. 
 (e) The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by the Lead
Arranger, including by repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of New 2022 Term Loans in the same amount. 

(f) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Lead Arranger, any Lender with
Existing Term Loans that are prepaid as contemplated hereby shall, automatically upon receipt of the amount necessary to purchase such Lender’s Existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have
assigned such Loans pursuant to a form of Assignment and Assumption and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive the
notice requirements of Sections 2.10(d) and 2.11(a) of the Credit Agreement in connection with the prepayment or replacement of Existing Term Loans contemplated hereby. 

  
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 SECTION 5. Effectiveness. This Amendment shall become effective as of the date (the
“Third Amendment Effective Date”) on which the following conditions have been satisfied: 
 (a) The Administrative Agent
(or its counsel) shall have received (i) a duly executed and completed counterpart hereof that bears the signature of the Borrower, (ii) a duly executed and completed counterpart hereof that bears the signature of the Administrative Agent
and (iii) Lender Addenda, executed and delivered by the Continuing Term Lenders and the Additional Term Lenders. 
 (b) The
Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from an authorized officer of each Loan Party. 

(c) The Administrative Agent shall have received all fees payable thereto or to any Lender on or prior to the Third Amendment Effective Date.

 (d) To the extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of- pocket
expenses (including reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP) in connection with this Amendment and any other reasonable out-of- pocket expenses required to be reimbursed or paid by the Loan Parties under
the Credit Agreement or under any Loan Document. 
 (e) No Event of Default or Default shall have occurred and be continuing. 

(f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the
Borrower that, (i) after giving effect to the New 2022 Term Loans, the representations and warranties set forth in the Loan Documents, as amended by this Amendment, are true and correct in all material respects on and as of the Third Amendment
Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of
such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Third Amendment Effective Date)) and (ii) no Default or
Event of Default has occurred and is continuing on the Third Amendment Effective Date after giving effect to this Amendment and the New 2022 Term Loans. 

(g) The Administrative Agent shall have received, on behalf of itself and the Lenders on the Third Amendment Effective Date (after giving
effect hereto), a favorable written opinion of (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel
reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit Agreement, in each case (A) dated the Third Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders
and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Amendment and the Loan Documents as the Administrative Agent shall reasonably request. 

  
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 (h) The Administrative Agent shall have received in the case of each Loan Party each of the items
referred to in clauses (i), (ii) and (iii) below: 
 (i) a copy of the certificate or articles of incorporation,
certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the
jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or
other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; 

(ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Third Amendment
Effective Date and certifying: 
 (A) that attached thereto is a true and complete copy of the by-laws (or partnership
agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Third Amendment Effective Date and at all times since a date prior to the date of the resolutions described in
clause (B) below, 
 (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of
Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Amendment and the Loan Documents to which such person is a party and, in the
case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Third Amendment Effective Date, 

(C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such
Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and 

(D) as to the incumbency and specimen signature of each officer executing any Loan Document (including the Acknowledgment and
Confirmation in the form of Annex I hereto) or any other document delivered in connection herewith on behalf of such Loan Party; and 

(iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant
Secretary or similar officer executing the certificate pursuant to clause (ii) above. 
 (i) The Lenders shall have received a solvency
certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower. 

(j) The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. 

  
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 Notwithstanding any other provisions of this Amendment to the contrary, the Administrative Agent may appoint a
fronting lender to act as the sole Additional Term Lender for purposes of facilitating funding on the Third Amendment Effective Date. Accordingly, any Lender Addendum (Additional Term Lender) submitted by or on behalf of an Additional Term Lender
other than such fronting lender will be deemed ineffective unless accepted by the Lead Arranger in its sole discretion. 
 SECTION 6.
Representations and Warranties. The Borrower represents and warrants to each of the Lenders and the Administrative Agent that as of the Third Amendment Effective Date: 

6.1. This Amendment has been duly authorized, executed and delivered by it and this Amendment and the Credit Agreement, as amended hereby,
constitutes its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 6.2. Each of the representations and
warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Third Amendment Effective Date with the same effect as though made on and as of the Third Amendment Effective Date, except to
the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and
warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Third Amendment Effective Date)). 

SECTION 7. Effect of Amendment. 

7.1. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or
otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and affect. Nothing herein shall be
deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or
different circumstances. 
 7.2. On and after the Third Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby.
This Amendment and the Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 

7.3. Except as expressly provided herein or in the Credit Agreement, the Amended Term Loan Facility shall be subject to the terms and
provisions of the Credit Agreement and the other Loan Documents. 
 SECTION 8. General. 

8.1. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

  
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 8.2. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its
reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP, primary counsel for the Administrative Agent, the Lead Arranger, the Joint
Bookrunners and the Lenders. 
 8.3. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on
any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission (or other
electronic transmission) shall be effective as delivery of a manually executed counterpart hereof. 
 8.4. Headings. The headings of
this Amendment are used for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 

8.5. FATCA Grandfathered Status. Solely for purposes of determining withholding Taxes under FATCA, from and after the Third Amendment
Effective Date, the Borrower and the Administrative Agent shall treat (and the New Term Lenders hereby authorize the Administrative Agent to treat) the New 2022 Term Loans as not qualifying as a “grandfathered obligation” within the
meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 
 [remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the day and year first above written. 
  

			
	REALOGY GROUP LLC, as Borrower
		
	By:	 	 /s/ Anthony E. Hull

	Name:	 	Anthony E. Hull
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings
		
	By:	 	 /s/ Anthony E. Hull

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



  
 Signature Page to
Amendment 








 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:	 	 /s/ Amrish Desai

	Name:	 	Amrish Desai
	Title:	 	Vice President



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	JPMORGAN CHASE BANK, N.A., as a Revolving Facility Lender
		
	By:	 	 /s/ Amrish Desai

	Name:	 	Amrish Desai
	Title:	 	Vice President



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	Barclays Bank PLC as a Revolving Facility Lender
		
	By:	 	 /s/ Ronnie Glenn

	Name:	 	Ronnie Glenn
	Title:	 	Vice President



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	Citibank, N.A., as a Revolving Facility Lender
		
	By:	 	 /s/ Blake Gronich

	Name:	 	Blake Gronich
	Title:	 	Vice President



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Revolving Facility Lender
		
	By:	 	 /s/ Brad Matthews

	Name:	 	Brad Matthews
	Title:	 	Director
		
	By:	 	 /s/ Gary Herzog

	Name:	 	Gary Herzog
	Title:	 	Managing Director



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	GOLDMAN SACHS BANK USA, as a Revolving Facility Lender
		
	By:	 	 /s/ Jerry Li

	Name:	 	Jerry Li
	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	SunTrust Bank, as a Revolving Facility Lender
		
	By:	 	 /s/ David J. Sharp

	Name:	 	David J. Sharp
	Title:	 	Vice President



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	Bank of Montreal, as a Revolving Facility Lender
		
	By:	 	 /s/ Sean T. Ball

	Name:	 	Sean T. Ball
	Title:	 	Vice President



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	Bank of America, N.A., as a Revolving Facility Lender
		
	By:	 	 /s/ Suzanne E. Pickett

	Name:	 	Suzanne E. Pickett
	Title:	 	Vice President



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	Citizens Bank, N.A., as a Revolving Facility Lender
		
	By:	 	 /s/ Mehul R. Patel

	Name:	 	Mehul R. Patel
	Title:	 	Director



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Revolving Facility Lender
		
	By:	 	 /s/ Christopher Day

	Name:	 	Christopher Day
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Joan Park

	Name:	 	Joan Park
	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	The Bank of Nova Scotia, as a Revolving Facility Lender
		
	By:	 	 /s/ Mauricio Saishio

	Name:	 	Mauricio Saishio
	Title:	 	Director



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	Wells Fargo Bank, N.A., as a Revolving Facility Lender
		
	By:	 	 /s/ Maribelle Villaseñor

	Name:	 	Maribelle Villaseñor
	Title:	 	Vice President



  
 Signature Page to
Amendment 








 Accepted and agreed to solely 

with respect to the amendment 
 set forth in Section 3(h) of
this Amendment: 
  

			
	People’s United Bank, National Association, as a Revolving Facility Lender
		
	By:	 	 /s/ James Riley

	Name:	 	James Riley
	Title:	 	Senior Vice President



  
 Signature Page to
Amendment 








 Annex I 

ACKNOWLEDGMENT AND CONFIRMATION 

(a) Reference is made to the THIRD AMENDMENT, dated as of July 20, 2016 (the “Amendment”; capitalized terms used herein
without definition shall have the meanings therein), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 5, 2013 (as amended, modified, restated and supplemented from time to time prior to the effectiveness of the Amendment, the
“Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”),
JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. 

(b) The Credit Agreement is being amended and the Borrower is obtaining New 2022 Term Loans to replace the Existing Term Loans pursuant to the
Amendment as set forth therein (the “Amended Credit Agreement”). Each of the parties hereto hereby agrees, with respect to each Loan Document to which it is a party: 

(i) all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a
continuous basis regardless of the effectiveness of the Amendment; and 
 (ii) all of the Liens and security interests
created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired,
uninterrupted and undischarged, regardless of the effectiveness of the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Amended Credit Agreement and related guarantees. 

(c) This Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the
other Loan Documents (as defined in the Amended Credit Agreement). 
 (d) THIS ACKNOWLEDGMENT AND CONFIRMATION AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

(e) This Acknowledgment and Confirmation may be executed by one or more of the parties to this Acknowledgment and Confirmation on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Acknowledgment and Confirmation by email or facsimile transmission (or other
electronic transmission) shall be effective as delivery of a manually executed counterpart hereof. 







 IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgment and Confirmation to be
duly executed and delivered as of the date first written above. 
  

			
	REALOGY GROUP, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Signature Page to
Acknowledgment and Confirmation 








 
			
	REALOGY INTERMEDIATE HOLDINGS, LLC
		
	By:	 	  

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



  
 Signature Page to
Acknowledgment and Confirmation 









			
	 CASTLE EDGE INSURANCE AGENCY, INC.

	 REALOGY OPERATIONS LLC

	 REALOGY SERVICES GROUP LLC

	 REALOGY SERVICES VENTURE PARTNER LLC

		
	By:	 	  

	Name:	 	Anthony E. Hull
	Title:	 	Chief Financial Officer



  
 Signature Page to
Acknowledgment and Confirmation 









			
	 CARTUS ASSET RECOVERY CORPORATION

	 CARTUS CORPORATION

	 MID-ATLANTIC SETTLEMENT SERVICES LLC

	 TRG MARYLAND HOLDINGS LLC

		
	By:	 	  

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



  
 Signature Page to
Acknowledgment and Confirmation 









			
	 AMERICAN TITLE COMPANY OF HOUSTON

	 BURNET TITLE HOLDING LLC

	 BURNET TITLE LLC

	 CASE TITLE COMPANY

	 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

	 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:	 	  

	Name:	 	Thomas N. Rispoli
	Title:	 	Chief Financial Officer



  
 Signature Page to
Acknowledgment and Confirmation 









			
	 BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC

	 BETTER HOMES AND GARDENS REAL ESTATE 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

	 ZAPLABS LLC

		
	By:	 	  

	Name:	 	Andrew G. Napurano
	Title:	 	Chief Finance & Strategy Officer



  
 Signature Page to
Acknowledgment and Confirmation 









			
	 ALPHA REFERRAL NETWORK LLC

	 BURGDORFF LLC

	 BURNET REALTY LLC

	 CAREER DEVELOPMENT CENTER, LLC

	 CB COMMERCIAL NRT PENNSYLVANIA LLC

	 CDRE TM 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

	 CORCORAN GROUP LLC

	 HFS.COM CONNECTICUT REAL ESTATE LLC

	 HFS.COM REAL ESTATE INCORPORATED

	 HFS.COM REAL ESTATE LLC

	 HFS 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

		
	By:	 	  

	Name:	 	Kevin R. Greene
	Title:	 	Chief Financial Officer



  
 Signature Page to
Acknowledgment and Confirmation 









			
	 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

	 NRT PITTSBURGH LLC

	 NRT PROPERTY MANAGEMENT ARIZONA LLC

	 NRT PROPERTY MANAGEMENT ATLANTA 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

		
	By:	 	  

	Name:	 	Kevin R. Greene
	Title:	 	Chief Financial Officer



  
 Signature Page to
Acknowledgment and Confirmation 









			
	 NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC

	 NRT PROPERTY MANAGEMENT SOUTH CAROLINA 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

	 REALOGY CO-ISSUER GROUP

	 REFERRAL ASSOCIATES OF NEW ENGLAND LLC

	 REFERRAL NETWORK LLC

	 REFERRAL NETWORK, LLC

	 REFERRAL NETWORK PLUS, INC.

	 SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC

	 SOTHEBY’S INTERNATIONAL REALTY, INC.

	 THE SUNSHINE GROUP, LTD.

	 ZIPREALTY CALIFORNIA, INC.

		
	By:	 	  

	Name:	 	Kevin R. Greene
	Title:	 	Chief Financial Officer



  
 Signature Page to
Acknowledgment and Confirmation 








 LENDER ADDENDUM (ADDITIONAL TERM LENDER) TO THE 

AMENDMENT OF THE 
 CREDIT AGREEMENT

 DATED AS OF MARCH 5, 2013 

This Lender Addendum (Additional Term Lender) (this “Lender Addendum”) is referred to in, and is a signature page to, the
Third Amendment (the “Amendment”) to the Amended and Restated Credit Agreement dated as of March 5, 2013 (the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy
Group LLC (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
and the other agents parties thereto. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment or the Credit Agreement, as applicable. 

By executing this Lender Addendum as an Additional Term Lender, the undersigned institution agrees (A) to the terms of the Amendment and
the Credit Agreement as amended thereby, (B) on the terms and subject to the conditions set forth in the Amendment and the Credit Agreement as amended thereby, to make and fund New 2022 Term Loans on the Third Amendment Effective Date in the
amount of such Additional Term Lender’s New Term Loan Commitment and (C) that on the Third Amendment Effective Date it is subject to, and bound by, the terms and conditions of the Credit Agreement and other Loan Documents as a Lender
thereunder. 
  

			
	  

Name of Institution:
	  	  

JPMorgan Chase Bank, N.A.
  


  

							
	Executing as an Additional Term Lender:	  	 	  	
	 		 	
	 By:
	  	 /s/ Amrish Desai
	  	 	  	
	 Name:
	  	Amrish Desai	  	 	  	
	 Title:
	  	Vice President	  	 	  	
	 	 	
	For any institution requiring a second signature line:	  	 	  	
	 		 	
	 By:
	  	  
	  	 	  	
	 Name:
	  		  	 	  	
	 Title: