Item 1.01. Entry into a Material Definitive Agreement.

On July 27, 2022, Anywhere Real Estate Group LLC (formerly known as Realogy Group LLC), a Delaware limited liability company ("Borrower") and an indirect wholly-owned subsidiary of Anywhere Real Estate Inc. (formerly known as Realogy Holdings Corp.) (together with its wholly-owned subsidiaries, including Borrower, collectively, the "Company," "we," "us" or "our"), entered into an eleventh amendment (the "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 Anywhere Intermediate Holdings LLC (formerly known as Realogy Intermediate Holdings LLC), Borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent; the revolving credit facility under the Credit Agreement is referred to herein as the "Revolving Credit Facility".

The Amendment:



  •   terminates the revolving commitments due February 2023 and extends the
      maturity of the $1,100 million resulting Revolving Credit Facility to July
      2027, subject to the springing maturity dates described below:



     •    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
          October 26, 2027 (or are not otherwise discharged, defeased or repaid by
          March 2, 2023), the maturity date of the Revolving Credit Facility will
          be March 2, 2023;



     •    if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have
          not been extended, refinanced or replaced to have a maturity date after
          October 26, 2027 (or are not otherwise discharged, defeased or repaid by
          March 16, 2026), the maturity date of the Revolving Credit Facility will
          be March 16, 2026; and



     •    if on or before February 8, 2025, the "term A loans" under the Company's
          Term Loan Agreement, dated as of October 23, 2015 (as amended, amended
          and restated, modified or supplemented from time to time), have not been
          extended, refinanced or replaced to have a maturity date after
          October 26, 2027 (or are not otherwise repaid by February 8, 2025), the
          maturity date of the Revolving Credit Facility will be February 8, 2025;



  •   makes certain other modifications to the Credit Agreement; and



  •   replaces LIBOR with a Term SOFR-based rate as the applicable benchmark for
      the Revolving Credit Facility (the applicable margin for the Revolving Credit
      Facility remains the same, but the Term SOFR-based rate will include a 10 bps
      credit spread adjustment).

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full and complete text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.                                     Description

10.1           Eleventh Amendment, dated as of July 27, 2022, to the Amended and
             Restated Credit Agreement, dated as of March 5, 2013 (as amended,
             supplemented or otherwise modified from time to time), among Anywhere
             Intermediate Holdings LLC (f/k/a Realogy Intermediate Holdings LLC),
             Anywhere Real Estate Group LLC (f/k/a 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.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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