ex10.1 (Q2 2014)








AMENDMENT TO NOTE PURCHASE AGREEMENT


THIS AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of June 13, 2014 (this “Amendment”), is being executed by and between Apple Ridge Funding LLC, a Delaware limited liability company (the “Issuer”), Cartus Corporation, a Delaware corporation (“Cartus”), Realogy Group LLC (f/k/a Realogy Corporation), a Delaware limited liability company (“Realogy”), the Managing Agents, Committed Purchasers and Conduit Purchasers, and Crédit Agricole Corporate and Investment Bank (“CA-CIB”), as Administrative Agent (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used in this Amendment have the meanings set forth in the Note Purchase Agreement (as defined below).
WHEREAS, the Issuer, Cartus, as Servicer, the financial institutions and commercial paper conduits party thereto and the Administrative Agent are parties to the certain Note Purchase Agreement, dated as of December 14, 2011 (as previously amended, the “Note Purchase Agreement”); and
WHEREAS, subject to the terms and conditions contained herein, the parties hereto have agreed to amend the Note Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
		
	1.
	Amendment.  Effective as of the date hereof, the definition of “Commitment Termination Date” in Section 1.01 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:


“Commitment Termination Date” means June 12, 2015, or such later date to which the Commitment Termination Date may be extended in accordance with Section 2.11 of this Agreement.
		
	2.
	Conditions Precedent.  This Amendment shall be effective upon (a) the Administrative Agent’s receipt of counterparts to (i) this Amendment and (ii) that certain Renewal Fee Letter, dated the date hereof (the “Fee Letter”), by and among the Issuer, the Administrative Agent and the Managing Agents, in each case, duly executed by each of the parties thereto, (b) the Issuer’s payment of all fees required to be paid on or prior to the date hereof in accordance with the Fee Letter and (c) the Issuer’s payment and/or reimbursement, to the extent invoiced, of the Administrative Agent’s, each Managing Agent’s and each Purchaser’s reasonable costs and expenses incurred in connection with this Amendment and the other Transaction Documents.


		
	3.
	GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING §5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


		
	4.
	Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.









		
	5.
	References to and Effect on the Note Purchase Agreement.  On and after the date hereof: (i) all references in the Note Purchase Agreement to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Note Purchase Agreement shall be deemed to be references to the Note Purchase Agreement as amended by this Amendment; (ii) each reference in any of the Transaction Documents to the Note Purchase Agreement shall mean and be a reference to the Note Purchase Agreement as amended by this Amendment; and (iii) each reference in any Transaction Document among the parties hereto to any of the terms or provisions of the Note Purchase Agreement which are redefined or otherwise modified hereby shall mean and be a reference to such terms or provisions as redefined or otherwise modified by this Amendment. 


		
	6.
	Reaffirmation of Performance Guaranty.  Effective as of the date hereof, Realogy, in its capacity as the Performance Guarantor under the Performance Guaranty, hereby consents to this Amendment and acknowledges and agrees that the Performance Guaranty remains in full force and effect is hereby reaffirmed, ratified and confirmed.


		
	7.
	No Waiver.  This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Note Purchase Agreement other than as set forth herein, the Note Purchase Agreement, as modified hereby, remains in full force and effect and is hereby reaffirmed, ratified and confirmed.  


[SIGNATURE PAGES FOLLOW]



2








IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.




CARTUS CORPORATION




By: /s/ ERIC J. BARNES                
      Name: Eric J. Barnes
      Title: Senior Vice President, Chief Financial Officer




APPLE RIDGE FUNDING LLC




By: /s/ ERIC J. BARNES                
      Name: Eric J. Barnes
      Title: Senior Vice President, Chief Financial Officer




REALOGY GROUP LLC 




By: /s/ ANTHONY E. HULL                
Name: Anthony E. Hull
Title: Executive Vice President, Chief Financial Officer and Treasurer
 

Signature Page to Amendment to Note Purchase Agreement








CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, a Managing Agent and a Committed Purchaser




By: /s/ SAM PILCER                    
Name: Sam Pilcer
Title: Managing Director




By: /s/ ROGER KLEPPER                
Name: Roger Klepper
Title: Managing Director




ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Purchaser




By: /s/ SAM PILCER                    
Name: Sam Pilcer
Title: Managing Director




By: /s/ ROGER KLEPPER                
Name: Roger Klepper
Title: Managing Director



Signature Page to Amendment to Note Purchase Agreement








THE BANK OF NOVA SCOTIA, as a Managing Agent and a Committed Purchaser 




By: /s/ NORMAN LAST                
Name: Norman Last
Title: Managing Director




LIBERTY STREET FUNDING LLC, as a Conduit Purchaser 




By: /s/ JILL A. RUSSO                    
Name: Jill A. Russo
Title: Vice President

Signature Page to Amendment to Note Purchase Agreement








WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Managing Agent and a Committed Purchaser 




By: /s/ ELIZABETH R. WAGNER            
Name: Elizabeth R. Wagner
Title: Vice President

Signature Page to Amendment to Note Purchase Agreement








BARCLAYS BANK PLC, as a Managing Agent




By: /s/ LAURA SPICHIGER                
Name: Laura Spichiger
Title: Director




SALISBURY RECEIVABLES COMPANY LLC, as a Committed Purchaser and a Conduit Purchaser




By: /s/ CHIN-YONG CHOE                
Name: Chin-Yong Choe
Title: Director



Signature Page to Amendment to Note Purchase Agreement