Item 1.01. Entry into a Material Definitive Agreement.




On January 27, 2021, Realogy Group LLC, a Delaware limited liability company
("Realogy Group"), an indirect wholly-owned subsidiary of Realogy Holdings Corp.
("Realogy Holdings" and, together with its wholly-owned subsidiaries, including
Realogy Group, collectively, the "Company," "we," "us" or "our"), entered into
(1) a tenth amendment (the "Tenth Amendment") to the Amended and Restated Credit
Agreement, dated as of March 5, 2013 (as amended, amended and restated, modified
or supplemented from time to time, the "Credit Agreement"), among Realogy
Intermediate Holdings LLC ("Intermediate Holdings"), Realogy Group, the several
lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as
administrative agent; and (2) a fourth amendment (the "Fourth Amendment") to the
Term Loan Agreement, dated as of October 23, 2015 (as amended, amended and
restated, modified or supplemented from time to time, the "Term Loan A
Agreement"), among Intermediate Holdings, Realogy Group, the lenders party
thereto from time to time and JPMorgan Chase Bank, N.A., as administrative
agent.
The Tenth Amendment and Fourth Amendment are referred to collectively herein as
the "2021 Amendments." The term loan A facility under the Term Loan A Agreement
is referred to herein as the "Term Loan A Facility". The term loan B facility
and revolving credit facility under the Credit Agreement are referred to herein
as the "Term Loan B Facility" and "Revolving Credit Facility", respectively.
The 2021 Amendments:
•extend the maturity for approximately $237 million of the approximately $434
million balance of the Term Loan A Facility (the "Extended Term Loan A
Facility") after giving effect to the application of a $250 million pay down of
the Term Loan A Facility using a portion of the net proceeds from the January
11, 2021 issuance of the 5.75% Senior Notes due 2029, from February 2023 to
February 2025, subject to the foregoing:
•if on or before March 2, 2023, the 4.875% Senior Notes have not been extended,
refinanced or replaced to have a maturity date after May 10, 2025 (or are not
otherwise discharged, defeased or repaid by March 2, 2023), the maturity date of
the Extended Term Loan A Facility will be March 2, 2023;
•if on or before November 9, 2024, the Term Loan B Facility is not extended,
refinanced or replaced to have a maturity date after May 10, 2025 (or otherwise
repaid prior to November 9, 2024), the maturity date of the Extended Term Loan A
Facility will be November 9, 2024;
•extend the maturity of approximately $948 million of the $1,425 million
Revolving Credit Facility (the "Extended Revolving Credit Facility") from
February 2023 to February 2025, subject to the earlier springing maturity dates
applicable to the Extended Term Loan A Facility described above; and
•make certain modifications to the Credit Agreement and Term Loan A Agreement,
including amendments that reduce the maximum permitted senior secured leverage
ratio (the financial covenant under such agreements) for the applicable trailing
twelve-month period to below the levels that had been permitted under the
amendments to the Credit Agreement and Term Loan A Agreement that we entered
into on July 24, 2020 (collectively, the "2020 Amendments"), as follows:
           Fiscal Quarter Ending              Senior Secured Leverage Ratio
   December 31, 2020 to June 30, 2021                  5.25 to 1.00
   September 30, 2021 to March 31, 2022                5.00 to 1.00
   June 30, 2022 and thereafter                        4.75 to 1.00

Th


The other covenants in the Credit Agreement and Term Loan A Agreement that were
tightened under the 2020 Amendments will remain in place under the 2021
Amendments until the Company issues its financial results for the third quarter
of 2021 and concurrently delivers an officer's certificate to its lenders
showing compliance with the senior secured leverage ratio set forth in the above
table, subject to earlier termination, which we refer to as the covenant period.
If Realogy Group's senior secured leverage ratio does not exceed 5.00 to 1.00
for the fiscal quarter ending June 30, 2021 (as compared to 5.50 to 1.00 under
the 2020 Amendments), the covenant period will end at the time Realogy Group
delivers the compliance certificate to the lenders for such period; however, in
either instance, the gradual step down in the senior secured leverage ratio
described above will continue to apply. As was the case under the 2020
Amendments, Realogy Group also may elect to end the covenant period at any time,
provided the senior secured leverage ratio does not exceed 4.75 to 1.00 as of
the most recently

--------------------------------------------------------------------------------

ended quarter for which financial statements have been delivered. In such event,
the senior secured leverage ratio will reset to the pre-amendment level of 4.75
to 1.00 thereafter.
Under the 2021 Amendments, quarterly amortization payments are required on the
Extended Term Loan A Facility, commencing with the quarter ending June 30, 2021,
based on a percentage of the principal amount of Extended Term Loan A Facility
outstanding as of the date of the Fourth Amendment, as follows: 0.625% per
quarter from June 30, 2021 to March 31, 2022; 1.25% per quarter from June 30,
2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024;
and 2.50% per quarter for periods ending on or after June 30, 2024, with the
balance of the Extended Term Loan A Facility due at maturity. No amortization
payments are required on the portion of the Term Loan A Facility that was not
extended.
The foregoing summary of the 2021 Amendments is not complete and is qualified in
its entirety by reference to the full and complete text of the Tenth Amendment
and the Fourth Amendment, copies of which are attached hereto as Exhibit 10.1
and Exhibit 10.2 and incorporated herein by reference.
Item 9.01.             Financial Statements and Exhibits.

(d) Exhibits


         Exhibit No.                                 Description
         10.1                                        Tenth Amendment, dated

as of January 27, 2021, to the Amended


                                                     and Restated Credit

Agreement, dated as of March 5, 2013 (as


                                                     amended, supplemented

or otherwise modified from time to time),


                                                     among Realogy

Intermediate Holdings LLC, Realogy Group LLC, the


                                                     several lenders

parties thereto from time to time, JPMorgan

Chase Bank, N.A., as

administrative agent for the lenders, and


                                                     the other agents

parties thereto.


         10.2                                        Fourth Amendment,

dated as of January 27, 2021, to the Term


                                                     Loan Agreement, dated

as of October 23, 2015 (as amended,


                                                     supplemented or

otherwise modified from time to time), among

Realogy Intermediate

Holdings LLC, Realogy Group LLC, the


                                                     lenders party thereto

from time to time and JPMorgan Chase

Bank, N.A., as

administrative agent for the lenders.


         104                                         Cover Page Interactive

Data File (embedded within the Inline


                                                     XBRL document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses