Exhibit
10.5


 


 


FIRST AMENDMENT TO PURCHASE AGREEMENT


 


This First Amendment (this “Amendment”)
to Purchase Agreement (as defined below) is entered into as of March 29,
2007, by and among ARES CAPITAL CP FUNDING LLC (“Ares”), LAFAYETTE
SQUARE CDO LTD. (“Lafayette”) and THE ROYAL BANK OF SCOTLAND PLC (“RBOS”),
each in its capacity as a Lender under the Purchase Agreement, MR DEFAULT
SERVICES LLC, a Delaware limited liability company (“MR”), E-DEFAULT
SERVICES LLC, a Delaware limited liability company (“E-Default”),
STATEWIDE TAX AND TITLE SERVICES LLC, a Delaware limited liability company (“STT”),
STATEWIDE PUBLISHING SERVICES LLC, a Delaware limited liability company (“Statewide
Publishing” and, together with MR, E-Default and STT, on a joint and several
basis, “Borrowers”), MR PROCESSING HOLDING CORP., a Delaware corporation (“Holdings”)
and certain subsidiaries of Borrowers, as Guarantors.


 


RECITALS


 


WHEREAS, RBOS, as Purchaser, the Borrowers,
Holdings and certain subsidiaries of Borrowers, as Guarantors, and the Lenderes
are parties to that certain Purchase Agreement dated as of February 9,
2007 (the “Purchase Agreement”) (capitalized terms used herein without
definition have the meanings ascribed to such terms in the Purchase Agreement).


 


WHEREAS, the parties to the Purchase
Agreement, including the Requisite Lenders, have agreed to amend such Purchase
Agreement as herein set forth.


 


NOW THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the parties hereto hereby
agree as follows:


 


Section 1.               Section References.  Unless otherwise expressly stated herein, all
Section references herein shall refer to Sections of the Purchase
Agreement.


 


Section 2.               Amendment to Cover Page.  The parties hereto hereby agree to amend the
Cover Page by adding the words “as amended as of March 29,
2007” on a new line immediately following the words “dated as of February 9, 2007”.


 


Section 3.               Amendment to Preamble.  The parties hereto hereby agree to amend the
Preamble by adding the words “as amended by the First Amendment dated as of March 29,
2007,” immediately following the words “dated as of February 9, 2007,”.


 


Section 4.               Amendment of Definition of Permitted Acquisition in
Section 1.01.  The parties
hereto hereby agree to amend the definition of “Permitted Acquisition” by
deleting “is less than $70,000,000 in the aggregate” in subclause (g) of
such definition and replacing such words with the following: “is less than
$90,000,000 in the aggregate”.


 


Section 5.               Amendment of Section 12.01(a)(ii).  The parties hereto hereby agree to amend Section 10.01(a)(ii) by
(i) adding the words “a copy to The Royal 


 

















 


Bank of Scotland plc, at 101
Park Avenue, New York, New York 10178; Attention of Sean Grimes (Telecopier No. (212)
401-1478; Telephone No. (212) 401-1479) and” immediately following the
words “(212) 401-1380), with” in the third line thereof and (ii) deleting the
words “Attention of John Mendez (Telecopier No. (213) 891-8763; Telephone No. (213)
891-8181)” and replacing such words with the following: “Attention of Stacey
Rosenberg (Telecopier No. (213) 891-8763; Telephone No. (213)
891-8554)” in the fourth line thereof.


 


Section 6.               Representations and Warranties of the Borrowers and
Holdings.  Each Borrower and Holdings
hereby represents and warrants that, as of the date of and after giving effect
to this Amendment, (a) the execution, delivery and performance of this
Amendment has been duly authorized by all necessary action and will not violate
any of its Organizational Documents and (b) the Purchase Agreement (after
giving effect to this Amendment) and all other Loan Documents are and remain
its legal, valid, binding and enforceable obligations in accordance with the
terms thereof, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


 


Section 7.               Reference to Agreement.  Each of the Loan Documents and any and all
other agreements, documents or instruments now or hereafter executed and/or
delivered pursuant to the terms hereof or pursuant to the terms of the Purchase
Agreement as amended hereby, are hereby amended so that any reference in such
Loan Documents to the Purchase Agreement, whether direct or indirect, shall
mean a reference to the Purchase Agreement as amended hereby.


 


Section 8.               Costs and Expenses.  The Borrowers shall pay on demand all
out-of-pocket costs and expenses of the Lenders (including the reasonable fees,
costs and expenses of counsel to RBOS) incurred in connection with the
preparation, execution and delivery of this Amendment.


 


Section 9.               Governing Law. 
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE 327(b) OF
THE NEW YORK CIVIL PRACTICE LAW AND RULES.


 


Section 10.             Headings.  Section headings
in this Amendment are included herein for convenience of reference only and
shall not constitute a part of this Amendment for any other purposes.


 


Section 11.             Execution. 
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Delivery of an executed
counterpart of a 


 


2

















 


signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.


 


Section 12.             Ratification By Guarantors.  The Guarantors hereby agree to this
Amendment, and the Guarantors acknowledge that the Guarantors’ Guaranty shall
remain in full force and effect without modification thereto.


 


Section 13.             Certain Waivers. 
Each of the Borrowers and the Guarantors hereby agrees that neither the
Purchaser nor any Lender shall be liable under a claim of, and hereby waives
any claim against the Purchaser and the Lenders based on, lender liability
(including, but not limited to, liability for breach of the implied covenant of
good faith and fair dealing, fraud, negligence, conversion, misrepresentation,
duress, control and interference, infliction of emotional distress and
defamation and breach of fiduciary duties) as a result of this Amendment and
any discussions or actions taken or not taken by the Purchaser or the Lenders
on or before the date hereof or the discussions conducted in connection
therewith, or any course of action taken by the Purchaser or any Lender in
response thereto or arising therefrom; provided, that the foregoing
waiver shall not include the waiver of any claims which are based on the gross
negligence or willful misconduct of the Purchaser or any Lender or any of their
respective agents. This Section 13 shall survive the execution and
delivery of this Amendment and the termination of the Purchase Agreement, as
amended hereby.


 


[signature pages follow]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


 


	
   

  	
  MR DEFAULT
  SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:

  	
  Jennifer
  Dorris

  
	
   

  	
   

  	
  Title
  

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  E-DEFAULT
  SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:

  	
  Jennifer
  Dorris

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STATEWIDE
  TAX AND TITLE SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:

  	
  Jennifer
  Dorris

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STATEWIDE
  PUBLISHING SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:

  	
  Jennifer
  Dorris

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MR
  PROCESSING HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:

  	
  Jennifer
  Dorris

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  



 


First Amendment to Purchase Agreement


 

















 


	
   

  	
  AREA
  CAPITAL CP FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel F. Nguyen

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  F. Nguyen 

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAFAYETTE
  SQUARE CDO LTD. 

  
	
   

  	
  By:

  	
  Blackstone
  Debt Advisors L.P. 

  
	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dean Criares

  
	
   

  	
   

  	
  Name:

  	
  Dean
  Criares

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Managing Director

  
	
   

  	
   

  
	
   

  	
  THE
  ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Stafeil

  
	
   

  	
   

  	
  Name:

  	
  William
  Stafeil 

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


First
Amendment to Purchase Agreement