EXHIBIT 10.1
 
  
 Re: Second Amendment to Services Agreement
  Firm APC Services Agreement
 1.
    
    As of May 1, 2009, the Fee Schedule in Section 3.1(a) is hereby amended and
restated in its entirety to read as follows:
 Type of File
    
    Per File FeeForeclosure
    
    $[***]Bankruptcy: MFR
    
    $[***]Bankruptcy: POC
    
    $[***]Bankruptcy: Other
    
    $[***]Eviction
    
    $[***]Reduced Redemption
    
    $[***] (for files opened prior to January 1, 2008)$[***] (for files opened on or after January 1, 2008)Torrens Action
    
    $[***]Other
    
    $[***]
 2.
    
    As of May 1, 2009, Section 3.1(a) shall be further amended by revising the
first sentence of the last paragraph to read:
    PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF
THE SECURITIES ACT; [***] DENOTES OMISSIONS.




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3.
    
    As of May 1, 2009, Section 3.1(b)(i) shall be amended and restated to read as
follows:The parties acknowledge and agree that, for each of the calendar years 2010, 2011
2012 and 2013 (each an Initial Year), on April 1st of each
Initial Year, each per file fee set forth on the Fee Schedule shall be increased to
equal that amount (the New Fee Amount) equal to the product of (x) the per
file fee in effect during the immediately preceding Initial Year and (y) the CPI
Percentage. In no event shall the New Fee Amount for any per file fee be less than
the per file fee for the immediately preceding year. For each Initial Year, the New
Fee Amount for each fee per file shall be submitted to the Firm in writing by
Service Provider on a date that is no later than thirty (30) days after the
publication of the Consumer Price Index  All Urban Consumers, U.S. City Average by
the BLS (as defined below) for the applicable Measuring Month (as defined below).
The Firm acknowledges that it shall have no right to contest the New Fee Amounts for
any Initial Year. For purposes of this Agreement, for any Initial Year, the CPI
Percentage shall equal the product of (x) 100% and (y) a fraction, the
numerator of which is the Consumer Price Index  All Urban Consumers, U.S. City
Average (the CPI) compiled and published by the Bureau of Labor Statistics
and the Department of Labor (the BLS) for the United States of America for
the month of February immediately preceding April 1st of such Initial
Year (the Measuring Month) and the denominator of which is the CPI for the
month twelve (12) months prior to such Measuring Month. In the event that the CPI
Percentage is less than 100% for any Initial Year, the Parties agree that there
shall be no increase or decrease to the per file fee in effect for such Initial
Year; provided, however, if, for a given Initial Year, the CPI
percentage is calculated to be less than 100%, the CPI Percentage for the next
Initial Year shall be computed using the Measuring Month twenty-four (24) months
prior to such Measuring Month as the denominator. For purposes of example only, to
determine the CPI Percentage for the adjustment to be made on April 1, 2010 the CPI
Percentage would equal the product of (x) 100% and (y) a fraction, the numerator of
which would equal the Consumer Price Index  All Urban Consumers, U.S. City Average
published by the BLS for the month of February 2010 and the denominator of which
would be the Consumer Price Index  All Urban Consumers, U.S. City Average
published by the BLS for the month of February 2009. In addition, for purposes of
example only, if the CPI Percentage is calculated to be less than 100% in 2010, then
the CPI Percentage for the adjustment to be made on April 1, 2011 would be equal the
product of (x) 100% and (y) a fraction, the numerator of which would equal the
Consumer Price Index  All Urban Consumers, U.S. City Average published by the BLS
for the month of February 2011 and the denominator of which would be the Consumer
Price Index  All Urban Consumers, U.S. City Average published by the BLS for the
month of February 2009.4.
    
    As of May 1, 2009, a new Section 3.1(e) is hereby added to the Services
Agreement to read as follows:Technology Fee.Notwithstanding anything to the contrary in the Services
Agreement, the Firm agrees that it will pay all technology charges incurred by
Service Provider in connection with the Mortgage Default Support Services provided
hereunder, except those relating to NetDirector, Pacer, Accurint and Orbit.
   PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF
THE SECURITIES ACT; [***] DENOTES OMISSIONS.
  2




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5.
    
    Except as expressly amended in this Second Amendment, the Services Agreement
shall remain in full force and effect in accordance with its terms.
 Second Amendment
  Very truly yours,American Processing Company, LLC
By: Dolan APC, LLC, its Managing Member/s/ Scott J. PolleiBy: Scott J. Pollei, it Vice President
  Wilford & Geske
 /s/ Lawrence A. WilfordBy: Lawrence A. Wilford, its President
   PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF
THE SECURITIES ACT; [***] DENOTES OMISSIONS.
  3