Exhibit
10.6


 


SECOND AMENDMENT TO PURCHASE AGREEMENT


 


This Second Amendment (this “Amendment”)
to the Purchase Agreement (as defined below) is entered into as of November 14,
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 Lenders
are parties to that certain Purchase Agreement dated as of February 9,
2007, as amended as of March 29, 2007 (the “Purchase Agreement”)
(capitalized terms used herein without definition have the meanings ascribed to
such terms in the Purchase Agreement).


 


WHEREAS, the Borrowers intend to acquire (i) all
of the capital stock of Cal-Western Reconveyance Corporation, a California
corporation (“CW”), Interface Inc., a California corporation (“Interface”),
and Reliable Reconveyance Corporation, a California corporation (“Reliance”),
and (ii) the non-legal bankruptcy and foreclosure business assets of Pite
Duncan, LLP (the “PD Assets”).


 


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 (i) adding
the words “and as amended as of November 14,
2007” on a new line immediately following the words “as amended as of March 29, 2007” and (ii) deleting
“$55.0 Million Senior Subordinated Notes” and
replacing such words with the following words: “$95.0 Million Senior Subordinated Notes” in the last line
thereof.


 


Section 3. Amendment to Preamble.
The parties hereto hereby agree to amend the Preamble by adding the words “and
as amended by the Second Amendment dated as of November 14, 2007,”
immediately following the words “as amended by the First Amendment dated as of March 29,
2007,”.


 

















 


Section 4. Amendment to Recitals.
The parties hereto hereby agree to amend the Recitals by:


 


(a)           replacing the last parenthetical of the third Whereas
clause with the following parenthetical:


 


“(together with all notes issued in exchange, substitution or
replacement therefor, the “Original Notes”)”


 


(b)           adding the following paragraph after the third Whereas
clause:


 


“WHEREAS, upon the terms and subject to the conditions set forth in the
Second Amendment to the Purchase Agreement, the
Borrowers will issue to the Lenders set forth on Schedule A-1 (the “Supplemental
Lenders”), and the Supplemental Lenders will purchase form the Borrowers,
$40.0 million in initial principal amount of 13.50% Senior Subordinated Notes
due 2014 in the form of Exhibit A-1 (together with all notes issued in
exchange, substitution or replacement thereof, the “Supplemental Notes”).”


 


(c)           Inserting
the word “Original” immediately before the word “Notes” in the fourth
Whereas clause; and


 


(d)           adding the following paragraph after the fourth Whereas
clause:


 


“WHEREAS, proceeds from the issuance and sale of the Supplemental Notes
will be used to (a) finance, in part, the Phase 2 Acquisitions and (b) pay
fees and expenses incurred in connection with the Second Amendment to the
Purchase Agreement.”


 


Section 5. Amendment to Table of
Contents. The parties hereto hereby agree to amend the Table of Contents by
(i) adding the words “A-1: Information Regarding Supplemental Lenders” on a new
line immediately following the words “A: Information Regarding Initial Lenders”
under the heading “SCHEDULES”; (ii) inserting the word “Original”
immediately before the word “Note” on the first line under the heading “EXHIBITS”;
and (iii) adding the words “A-1: Form of Supplemental Note” on a new
line immediately following the words “A: Form of Note” under the heading “EXHIBITS”.


 


Section 6. Definition of Permitted
Acquisition in Section 1.01. Solely with respect to the acquisitions
of CW, Interface, Reliable and the PD Assets, the Requisite Lenders hereby agree
to accept the financial statements of CW, Interface, Reliable and Pite Duncan,
LLP for the twelve-month period ended July 31, 2007 to determine whether
the Borrowers are in compliance with the financial covenants set forth in Section 6.08
on a pro forma basis after giving effect to such acquisitions as of the last
day of the Fiscal Quarter ended September 30, 2007.


 


2

















 


Section 7. Amendment to Section 1.01.
The parties hereto hereby agree to amend Section 1.01 by:


 


(a)           adding the following new definitions in the appropriate
alphabetical order therein:


 


“Original Notes” as defined in the
recitals.


 


“Second Amendment Effective Date”
means November 14, 2007.


 


“Supplemental Lenders” as defined in
the recitals.


 


“Supplemental Notes”  as defined
in the recitals.


 


(b)           replacing the definition of “Notes” with the following
definition:


 


“Notes”
means (i) prior to the Second Amendment Effective Date, the Original Notes
and (ii) on and after the Second Amendment Effective Date, the Original
Notes and the Supplemental Notes.


 


Section 8. Amendment of Section 2.01.
The parties hereto hereby agree to amend Section 2.01 by:


 


(a)           adding the word “Original” immediately before each
occurrence of the word “Notes” or “Note” in the existing Section 2.01; and


 


(b)           adding the following new paragraph at the end of Section 2.01:


 


“On or about the execution and delivery of the Second Amendment to the
Purchase Agreement, each Borrower will authorize the issuance and sale of the
$40,000,000 aggregate principal amount of the Supplemental Notes (plus
additional Supplemental Notes issued as payment-in-kind for interest due, to
the extent permitted in the Supplemental Notes), each such Supplemental Note to
be in the form of Exhibit A-1 hereto. The terms of the Supplemental Notes
shall be identical to the terms of the Original Notes. The Supplemental Notes
shall be subject to the provisions of the Purchase Agreement.”


 


Section 9. Amendment of Section 2.02.
The parties hereto hereby agree to amend Section 2.02 by adding the
following paragraph at the end of Section 2.02:


 


“On the basis of the representations and
warranties contained in the Second Amendment to the Purchase Agreement and
subject to the terms and conditions therein set forth in the Second Amendment
to the Purchase Agreement, the Borrowers agree to issue and sell to the
Supplemental Lenders, and each Supplemental Lender agrees severally but not
jointly to purchase from the Borrowers, on the Second Amendment Effective Date,
Supplemental Notes in the principal amount specified


 


3

















 


opposite such Supplemental Lender’s name in Schedule
A-1 hereto at 100% of the principal amount thereof”


 


Section 10. Amendment of Section 2.03.
The parties hereto hereby agree to amend Section 2.03 by adding the word “Original”
immediately before each occurrence of the word “Notes” in Section 2.03.


 


Section 11. Amendment of Section 2.04.
The parties hereto hereby agree to amend Section 2.04 by replacing the
first sentence of Section 2.04 with the following sentence:


 


“The Original Notes shall be in the form of Exhibit A hereto;
the Supplemental Notes shall be in the form of Exhibit A-1 hereto.”


 


Section 12. Amendment of Section 2.05.
The parties hereto hereby agree to amend Section 2.05 by replacing it with
the following sentence:


 


“The terms of the Notes shall be as set forth herein and in Exhibit A
or Exhibit A-1, as applicable.”


 


Section 13. Amendment of Section 9.01.
The parties hereto hereby agree to amend Section 9.01 by inserting the
words “or Exhibit A-1, as applicable,” immediately before the word “hereto.”


 


Section 14. Amendment of Section 9.06.
The parties hereto hereby agree to amend Section 9.06 by inserting the
words “or Exhibit A-1, as applicable,” immediately before the word “hereto”
in clause (b) of Section 9.06.


 


Section 15. Addition of Schedule A-1.
The parties hereto hereby agree to add Schedule A-1 to the Purchase Agreement
in the form attached hereto as Exhibit 1.


 


Section 16. Addition of Exhibit A-1.
The parties hereto hereby agree to add Exhibit A-1 to the Purchase
Agreement in the form attached hereto as Exhibit 2.


 


Section 17. Conditions Precedent.
This Amendment shall become effective upon satisfaction of each of the
following conditions precedent:


 


(a)           The Purchaser shall have received all of the following, in
form and substance reasonably satisfactory to the Purchaser:


 


(i)            Amendment Documents. This
Amendment and each other instrument, document or certificate required by the
Purchaser as set forth in this Amendment, duly executed and delivered by the
Loan Parties and the Requisite Lenders;


 


(ii)           Opinions of Counsel to Loan Parties.  Originally executed copies of the favorable
written opinions of Kirkland & Ellis LLP, counsel for Loan Parties in
form and substance reasonably satisfactory to the Purchaser and its counsel;


 


4

















 


(iii)          Organization Documents; Incumbency.
(i) Copies of each Organizational Document executed and delivered by each
Loan Party, as applicable, and, to the extent applicable, certified as of a
recent date by the appropriate governmental official (or, if there has been no
change to such Organizational Document since February 9, 2007, a statement
from each Loan Party’s secretary or assistant secretary to that effect); (ii) signature
and incumbency certificates of the officers of each Loan Party executing this
Amendment; (iii) resolutions of the Board of Directors of each Loan Party
approving and authorizing the execution, delivery and performance of this
Amendment and the issuance of the Supplemental Notes, certified as of the date
hereof by its secretary or an assistant secretary as being in full force and
effect without modification or amendment; (iv) a good standing certificate
from the applicable Governmental Authority of each Loan Party’s jurisdiction of
incorporation, organization or formation and in each jurisdiction in which it
is qualified as a foreign corporation or other entity to do business, each
dated a recent date prior to the date hereof; and (v) such other documents
as the Purchaser may reasonably request;


 


(iv)          Solvency Certificate. A
Solvency Certificate from the chief financial officer of Holdings and each
Borrower demonstrating that after giving effect to the consummation of the
transactions contemplated hereby, Holdings, the Borrowers and the other
Guarantors, taken as a whole, are and will be Solvent;


 


(v)           Evidence of Insurance. A
certificate from Borrowers’ insurance broker or other evidence reasonably
satisfactory to it that all insurance required to be maintained pursuant to Section 5.05
is in full force and effect. The Purchaser shall be reasonably satisfied with
the amount, types, and terms and conditions of all insurance maintained by
Holdings and its Subsidiaries;


 


(vi)          Letter of Direction. Duly
executed originals of a letter of direction from Borrowers addressed to the
Purchaser, on behalf of itself and the Lenders, with respect to the
disbursement of the proceeds of the Supplemental Notes issued on or about the
date hereof; and


 


(vii)         Additional Information. Such
additional documents, instruments and information as the Purchaser may
reasonably request to effect the transactions contemplated hereby.


 


(b)           The representations and warranties contained herein and in
the Loan Documents shall be true and correct in all material respects on and as
of the date hereof to the same extent as though made on the date hereof, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties shall have been
true and correct in all material respects on and as of such earlier date.


 


(c)           No Default or Event of Default shall have occurred and be
continuing after giving effect to this Amendment.


 


5

















 


(d)           Each Loan Party shall have obtained all Governmental
Authorizations and all material consents of other Persons, in each case that
are necessary in connection with this Amendment and the issuance of the Supplemental
Notes, and each of the foregoing shall be in full force and effect and in form
and substance reasonably satisfactory to the Purchaser.


 


(e)           There shall not exist any action, suit, investigation,
litigation or proceeding or other legal or regulatory developments, pending or,
to the knowledge of an Authorized Officer of Holdings or any Borrower,
threatened in any court or before any arbitrator or Governmental Authority
that, in the reasonable opinion of the Purchaser, singly or in the aggregate, materially
impairs this Amendment or the issuance of the Supplemental Notes, or that could
have a Material Adverse Effect.


 


(f)            After giving pro forma effect to the issuance of the
Supplemental Notes to be made on or about the date hereof, as of the date of such
issuance and as of the date of the most recent financial statements delivered
pursuant to Section 5.01(a) or (c), Borrowers shall be in compliance
with each of the covenants set forth in Section 6.08 (it being understood
that solely with respect to the acquisitions of CW, Interface, Reliable and the
PD Assets, the Requisite Lenders hereby agree to accept the financial
statements of CW, Interface, Reliable and Pite Duncan, LLP for the twelve-month
period ended July 31, 2007 to determine whether the Borrowers are in
compliance with the financial covenants set forth in Section 6.08 on a pro
forma basis after giving effect to the issuance of the Supplemental Notes).


 


(g)           With respect to the acquisitions of CW, Interface,
Reliable and the PD Assets, the Borrowers shall have complied with the
requirements of the definition of “Permitted Acquisition.”


 


(h)           All costs and expenses payable to the Lenders as provided
in Section 15 hereof shall have been paid to the extent due.


 


Section 18. 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 19. 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


 


6

















 


Documents to the Purchase Agreement, whether direct
or indirect, shall mean a reference to the Purchase Agreement as amended
hereby.


 


Section 20. 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 21. 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 22. 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 23. 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.


 


Section 24. 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 25. 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 25 shall survive the execution and delivery of this Amendment
and the termination of the Purchase Agreement, as amended hereby.


 


[signature pages follow]


 


7














 


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:
  Vice President, CFO and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  E-DEFAULT
  SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:
  Jennifer Dorris

  
	
   

  	
   

  	
  Title:
  Vice President, CFO and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STATEWIDE
  TAX AND TITLE SERVICES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:
  Jennifer Dorris

  
	
   

  	
   

  	
  Title:
  Vice President, CFO and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MR
  PROCESSING HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:
  Jennifer Dorris

  
	
   

  	
   

  	
  Title: Vice President, CFO and Secretary

  



 


Second Amendment to Purchase Agreement


 

















 


	
   

  	
  NATIONWIDE
  TRUSTEE SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jennifer Dorris

  
	
   

  	
   

  	
  Name:
  Jennifer Dorris

  
	
   

  	
   

  	
  Title: Vice President, CFO and Secretary

  



 


Second Amendment to Purchase Agreement


 

















 


	
   

  	
  ARES
  CAPITAL CP FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Arougheti

  
	
   

  	
   

  	
  Name:

  	
  Michael
  Arougheti

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
  LAFAYETTE
  SQUARE CDO LTD.

  
	
   

  	
  By:

  	
  Blackstone
  Debt Advisors L.P.

  
	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Dean
  T. Criares

  
	
   

  	
   

  	
  Name:

  	
  Dean
  T. Criares

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Managing Director

  
	
   

  	
   

  
	
   

  	
  THE
  ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/William
  Stafeil

  
	
   

  	
   

  	
  Name:
  William Stafeil

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
  DENALI
  CAPITAL CREDIT OPPORTUNITY FUND FINANCIAL LTD

  
	
   

  	
  By:

  	
  DENALI
  CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Kelli
  C. Marti

  
	
   

  	
   

  	
  Name:
  Kelli C. Marti

  
	
   

  	
   

  	
  Title:
  SVP

  
	
   

  	
   

  
	
   

  	
  EMPORIA
  PREFERRED FUNDING I, LTD BY: COHEN BROTHERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael J. Bedore                  /s/William
  Jentsch

  
	
   

  	
   

  	
  Name: Michael J. Bedore / William Jentsch

  
	
   

  	
   

  	
  Title: Director                            Vice
  President

  
							



 


Second Amendment to Purchase Agreement


 

















 


	
   

  	
  ARES
  CAPITAL CORPORATION,

  
	
   

  	
  as a
  Supplemental Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Arougheti

  
	
   

  	
   

  	
  Name:
  Michael Arougheti

  
	
   

  	
   

  	
  Title: President

  



 


Second Amendment to Purchase Agreement


 

















 


	
   

  	
  BLACKSTONE
  MEZZANINE HOLDINGS II

  
	
   

  	
  L.P.,
  as a Supplemental Lender

  
	
   

  	
   

  
	
   

  	
  By:  Blackstone Mezzanine Associates II L.P.,
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:  Blackstone Mezzanine Management Associates
  II L.L.C., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Salvatore
  Gentile

  
	
   

  	
   

  	
  Name:
  Salvatore Gentile

  
	
   

  	
   

  	
  Title:
  Senior Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACKSTONE
  MEZZANINE PARTNERS II

  
	
   

  	
  L.P.,
  as a Supplemental Lender

  
	
   

  	
   

  
	
   

  	
  By:  Blackstone Mezzanine Associates II L.P.,
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:  Blackstone Mezzanine Management Associates
  II L.L.C., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Salvatore
  Gentile

  
	
   

  	
   

  	
  Name:
  Salvatore Gentile

  
	
   

  	
   

  	
  Title: Senior Managing Director

  



 


Second Amendment to Purchase Agreement