Looking for an agreement? Search from over 1 million agreements now.
Home > Guarantees/Joinder Agreements > Agreement Preview

Joinder Agreement No. 1, Dated As of February 3, 2011

This is an actual contract by Realogy.
Browse the agreement preview below and buy the entire agreement for $35

Sectors: Real Estate
Effective Date: February 03, 2011
Search This Document
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 an
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |