Item 1.01. Entry into a Material Definitive Agreement.




On July 24, 2020, 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 ninth amendment (the "Ninth 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", which includes our
Revolving Credit Facility), among Realogy Intermediate Holdings LLC
("Intermediate Holdings", which is the direct wholly-owned subsidiary of Realogy
Holdings and the holder of all of the outstanding membership interests of
Realogy Group), Realogy Group, the several lenders from time to time parties
thereto and JPMorgan Chase Bank, N.A., as administrative agent; and (2) a third
amendment (the "Third 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 Ninth Amendment and Third Amendment are referred to collectively herein as
the "Amendments" and the Credit Agreement and Term Loan A Agreement are referred
to collectively herein as the "Senior Secured Credit Facilities."
Pursuant to the Amendments, the financial covenant contained in each of the
Senior Secured Credit Facilities has been amended to require that Realogy Group
maintain a senior secured leverage ratio not to exceed 6.50 to 1.00 commencing
with the third quarter of 2020 through and including the second quarter of 2021,
which will then step down to 5.50 to 1.00 for the third quarter of 2021 and
thereafter will step down by 0.25 on a quarterly basis to 4.75 to 1.00 (which
was the applicable level prior to the effectiveness of the Amendments) on and
after the second quarter of 2022.
The Amendments also tighten certain existing covenants during the period
commencing on July 24, 2020 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, subject
to earlier termination (the "Covenant Relief Period"). If Realogy Group's senior
secured leverage ratio does not exceed 5.50 to 1.00 for the fiscal quarter
ending June 30, 2021, the Covenant Relief Period will end at the time the
Company delivers the compliance certificate to the lenders for such period;
however, in either instance, the gradual step down in the senior secured
leverage ratio, as described above, will continue to apply. The covenants
revised pursuant to the Amendments during the Covenant Relief Period include the
reduction or elimination of the amount available for certain types of additional
indebtedness, liens, restricted payments (including dividends and stock
repurchases), investments (including acquisitions and joint ventures), and
voluntary junior debt repayments. In addition, the Amendments establish that
during the Covenant Relief Period, if after giving effect to the use of proceeds
of any borrowing under the Revolving Credit Facility at such time, the
Consolidated Cash Balance (as defined in the Amendments) exceeds $350 million,
the Company must prepay the Revolving Credit Facility in an amount equal to the
lesser of (x) the amount necessary to reduce the Consolidated Cash Balance to
$350 million and (y) the amount of such borrowing.
The Company also may elect to end the Covenant Relief 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 leverage ratio will reset to the pre-Amendment
level of 4.75 to 1.00 thereafter.
The foregoing summary of the Amendments is not complete and is qualified in its
entirety by reference to the full and complete text of the Ninth Amendment and
the Third Amendment, copies of which are attached hereto as Exhibits 10.1 and
10.2 and incorporated herein by reference.


          Item 2.02.     Results of Operations and Financial Condition.

On July 30, 2020, the Registrants announced their financial results for the quarter ended June 30, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01.                                  Financial Statements and Exhibits.
         (d)             Exhibits
         Exhibit No.                                                                                                       Description
                                            Ninth Amendment, dated as of

July 24, 2020, to the Amended and


                                            Restated Credit Agreement,

dated as of March 5, 2013, as


         10.1                               amended, among Realogy

Intermediate Holdings LLC, Realogy Group


                                            LLC, the several lenders

parties thereto from time to time and

JPMorgan Chase Bank, N.A., as

administrative agent.


                                            Third Amendment, dated as of

July 24, 2020, to the Term Loan A


                                            Agreement, dated as of October 23, 2015, as amended, among
         10.2                               Realogy Intermediate Holdings LLC, Realogy Group LLC, the
                                            lenders party thereto from time to time and JPMorgan Chase
                                            Bank, N.A., as administrative agent.
                                                                                                                           Press Release
         99.1                                                                                                              dated July 30,
                                                                                                                           2020.
                                                                                                                           Cover Page
                                                                                                                           Interactive
                                                                                                                           Data File
         104                                                                                                               (embedded
                                                                                                                           within the
                                                                                                                           Inline XBRL
                                                                                                                           document).

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