Exhibit 10.2


 


FIRST AMENDMENT TO CREDIT
AND GUARANTY AGREEMENT


 


This First Amendment (this “Amendment”)
to Credit and Guaranty Agreement (as defined below) is entered into as of March 29,
2007, by and among 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”),
certain subsidiaries of Borrowers, as Guarantors, and the Lenders party hereto.


 


RECITALS


 


WHEREAS, the Borrowers, Holdings and certain
subsidiaries of Borrowers, as Guarantors, various Lenders, RBS SECURITIES
CORPORATION (“RBSS”), as Sole Lead Arranger, Sole Book Runner and
Syndication Agent and THE ROYAL BANK OF SCOTLAND PLC (“RBOS”), as
Administrative Agent, Collateral Agent and Documentation Agent, are parties to
that certain $150,000,000 Credit and Guaranty Agreement dated as of February 9,
2007 (the “Credit and Guaranty Agreement”) (capitalized terms used
herein without definition have the meanings ascribed to such terms in the
Credit and Guaranty Agreement).


 


WHEREAS, the Borrowers have requested certain
amendments to the Credit and Guaranty Agreement, and in connection therewith,
the parties hereto, including the Requisite Lenders, have agreed to amend such
Credit and Guaranty 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 Credit and Guaranty Agreement.


 


Section 2.                                            Amendment to
Cover Page. The parties hereto hereby agree to amend the Cover
Page by (i) adding the words “as
amended as of March 29, 2007” on a new line immediately
following the words “dated as of February 9,
2007” and (ii) deleting “$150,000,000
Senior Secured Credit Facilities” and replacing such words with the
following words: “$170,000,000 Senior Secured
Credit Facilities” in the last line thereof.


 


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 to
Recitals. The parties hereto hereby agree to amend the third
Recital by (i) deleting “aggregate amount not to exceed $150,000,000” in 


 

















 


the second line of such Recital and replacing
such words with the following words: “aggregate amount not to exceed
$170,000,000” and (ii) deleting “up to $30,000,000 aggregate principal
amount of Delayed Draw Term Loans” in the third line of such Recital and
replacing such words with the following words: “up to $50,000,000 aggregate principal
amount of Delayed Draw Term Loans”.


 


Section 5.                                            Amendment of
Definition of Applicable Margin in Section 1.01. The parties
hereto hereby agree to amend the definition of “Applicable Margin” by deleting
it in its entirety and replacing it with the following:


 


“Applicable Margin” means (a) from
the Closing Date until the beginning of the first Interest Period after the
date of delivery of the Compliance Certificate and the financial statements for
the second full Fiscal Quarter ending after the Closing Date, a percentage, per
annum, equal to (i) for Revolving Loans, Initial Term Loans and Delayed
Draw Term Loans, if any, that are Eurodollar Rate Loans, 3.00% per annum and (ii) for
Revolving Loans, Initial Term Loans, Delayed Draw Term Loans, if any, and Swing
Line Loans that are Base Rate Loans, 2.00% per annum; and (b) thereafter,
with respect to Revolving Loans, Initial Term Loans, Delayed Draw Term Loans,
if any, and Swing Line Loans, a percentage, per annum, determined by reference
to the Total Leverage Ratio in effect from time to time as set forth below:


 


	
  TOTAL
  LEVERAGE

  RATIO

  	
   

  	
  APPLICABLE MARGIN

  FOR REVOLVING

  LOANS AND TERM

  LOANS (EURODOLLAR

  LOANS)

  	
   

  	
  APPLICABLE MARGIN

  FOR REVOLVING

  LOANS, TERM LOANS

  AND SWING LINE

  LOANS (BASE RATE

  LOANS)

  	
   

  
	
  >4.00:1.00

  	
   

  	
  3.00%

  	
   

  	
  2.00%

  	
   

  
	
  <4.00:1.00

  	
   

  	
  2.75%

  	
   

  	
  1.75%

  	
   

  



 


No change in the Applicable Margin shall be
effective until three (3) Business Days after the date on which
Administrative Agent shall have received the applicable financial statements
and a Compliance Certificate pursuant to Section 5.01(d) calculating
the Total Leverage Ratio. At any time the Borrowers have not submitted to
Administrative Agent the applicable information as and when required under Section 5.01(d),
the Applicable Margin shall be determined as if the Total Leverage Ratio were
in excess of 4.00:1.00 until three (3) Business Days after Borrowers
submit such information. Within one Business Day after receipt of the
applicable information under Section 5.01(d), Administrative Agent shall
give each Lender telefacsimile or telephonic notice (confirmed in writing) of
the Applicable Margin in effect from such date.


 


In the event that any Compliance Certificate
delivered pursuant to Section 5.01(d) is shown to be inaccurate
(regardless of whether any Loans or Commitments are outstanding when such
inaccuracy is discovered), and such inaccuracy, if corrected, would have led to
the application of a higher Applicable Margin for any period (an “Applicable
Period”) than the Applicable Margin actually applied for such Applicable
Period, then (i) the Loan Parties shall immediately deliver to
Administrative Agent a correct Compliance Certificate for such Applicable
Period, (ii) the Applicable Margin 


 


2

















 


shall be determined as if
the Total Leverage Ratio were as shown in such correct Compliance Certificate
for such Applicable Period, and (iii) Borrowers shall immediately pay to
Administrative Agent the accrued additional interest and additional fees, if
any, owing as a result of such increased Applicable Margin for such Applicable
Period. Nothing in this paragraph shall in any way limit the rights of any
Agent or the Lenders with respect to Section 2.22 or Article Eight.”


 


Section 6.                                            Amendment of
Definition of Delayed Draw Term Loan 
Commitment in Section 1.01. The parties hereto hereby
agree to amend the definition of “Delayed Draw Term Loan Commitment” by
deleting “The aggregate amount of the Delayed Draw Term Loan Commitments as of
the Closing Date is $30,000,000.” in such definition and replacing such words
with the following: “The aggregate amount of the Delayed Draw Term Loan
Commitments as of the First Amendment Effective Date is $50,000,000.”


 


Section 7.                                            Addition of
Definition of First Amendment Effective Date in Section 1.01. The parties
hereto hereby agree to add a new definition of “First Amendment Effective Date”
immediately following the definition of “Financial Plan” with the following:


 


““First Amendment Effective Date”
means March 29, 2007.”


 


Section 8.                                            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 9.                                            Amendment of Section 9.06. The parties
hereto hereby agree to amend Section 9.06 by (i) deleting the word “bank”
in the third line thereof and replacing such word with the following: “financial
institution (which, in the case of a non-bank financial institution, is a
Lender or an Affiliate of a Lender)” and (ii) adding the words “or
financial institution” immediately following the words “such bank” in the
fourth line thereof.


 


Section 10.                                      Amendment of Section 10.01(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 fourth 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 fifth line thereof.


 


3

















 


Section 11.                                      Amendment of
Appendix A-2. The parties hereto hereby agree to amend Appendix
A-2 by deleting “$30,000,000” in each of the two places in which it appears and
replacing such text with the following: “$50,000,000”.


 


Section 12.                                      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 Credit and Guaranty
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 13.                                      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 Credit and
Guaranty Agreement as amended hereby, are hereby amended so that any reference
in such Loan Documents to the Credit and Guaranty Agreement, whether direct or
indirect, shall mean a reference to the Credit and Guaranty Agreement as
amended hereby.


 


Section 14.                                      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 15.                                      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 16.                                      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 17.                                      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 signature page to
this Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment.


 


4

















 


Section 18.                                      Limited Effect. This
Amendment relates only to the specific matters expressly covered herein, shall
not be considered to be a waiver of any rights or remedies any Lender may have
under the Credit and Guaranty Agreement or under any other Loan Document, and
shall not be considered to create a course of dealing or to otherwise obligate
in any respect any Lender to execute similar or other amendments or grant any
waivers under the same or similar or other circumstances in the future.


 


Section 19.                                      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 20.                                      Certain Waivers. Each of the
Borrowers and the Guarantors hereby agrees that neither the Agents nor any
Lender shall be liable under a claim of, and hereby waives any claim against
the Agents 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 Agents or the Lenders on or before the date hereof or
the discussions conducted in connection therewith, or any course of action
taken by the Agents 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 any Agent or
any Lender or any of their respective agents. This Section 20 shall
survive the execution and delivery of this Amendment and the termination of the
Credit and Guaranty Agreement, as amended hereby.


 


[signature pages follow]


 


5

















 


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 Credit
and Guaranty Agreement


 

















 


	
   

  	
  LENDERS:

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  THE
  ROYAL BANK OF SCOTLAND PLC

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/
  William Stafeil

  	 

	
   

  	
  Name:

  	
  William
  Stafeil

  
	
   

  	
  Title:

  	
  Managing Director

  
					



 


First Amendment to Credit
and Guaranty Agreement