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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Date: |
2007 |
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Preview shows 10KB of 88KB total |
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$43 |
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ID: |
#3231700 |
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$550,000,000 11.00%/11.75% Senior Toggle Notes due 2014
REGISTRATION RIGHTS AGREEMENT
by and among
Realogy Corporation
the subsidiaries of Realogy Corporation parties hereto
and
J.P. Morgan Securities Inc.
Credit Suisse Securities (USA) LLC
Bear, Stearns & Co. Inc.
Citigroup Global Markets Inc.
Barclays Capital Inc.
Calyon Securities (USA) Inc.
Dated as of April 10, 2007
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this ?Agreement?) is made and entered into as of April 10, 2007, by and among Realogy Corporation, a Delaware corporation (the ?Company?), the subsidiaries of the Company listed on Schedule A hereto (collectively, the ?Guarantors?), J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC., Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., Barclays Capital Inc. and Calyon Securities (USA) Inc. (collectively, the ?Initial Purchasers?), who have agreed to purchase, pursuant to the Purchase Agreement (as defined below), the $550,000,000 11.00%/11.75% Senior Toggle Notes due 2014 (including any pay-in-kind interest payable thereon in accordance with the Indenture (as defined below), the ?Initial Notes?), issued by the Company and fully and unconditionally guaranteed by the Guarantors (the ?Guarantees?). The Initial Notes and the Guarantees thereof are herein collectively referred to as the ?Initial Securities?.
This Agreement is made pursuant to the Purchase Agreement, dated April 5, 2007 (the ?Purchase Agreement?), among Domus Acquisition Corp. and the Initial Purchasers and the Joinder to the Purchase Agreement, dated April 10, 2007 (the ?Joinder Agreement?), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 6(i) of the Purchase Agreement.
The parties hereby agree as follows:
SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:
Additional Interest: Any additional interest payable with respect to the Transfer Restricted Securities due to an increase in interest rate pursuant to Section 5 hereof.
Advice: As defined in Section 6 hereof.
Agreement: As defined in the preamble hereto.
Broker-Dealer: Any broker or dealer registered under the Exchange Act.
Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.
Closing Date: The date of this Agreement.
Commission: The Securities and Exchange Commission.
Company: As defined in the preamble hereto.
Consummate: A registered Exchange Offer shall be deemed ?Consummated? for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.
Delay Period: As defined in Section 6 hereof.
Effectiveness Target Date: As defined in Section 5 hereof.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Exchange Offer: The registration by the Company and the Guarantors under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.
Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.
Exchange Securities: The 11.00%/11.75% Senior Toggle Notes due 2014 of the same series under the Indenture as the Initial Notes and the Guarantees thereof, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.
Existing Senior Notes: The Company?s $250,000,000 of Floating Rate Notes due 2009, $450,000,000 of 6.15% Senior Notes due 2011 and $500,000,000 of 6.50% Senior Notes due 2016.
Free Writing Prospectus: Any free writing prospectus, as such term is defined in Rule 405 under the Securities Act, relating to any portion of the Securities.
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