Exhibit 10.1





EXHIBIT 10.1




American Processing Company, LLC

c/o Dolan Media Company

222 South Ninth Street, Suite 2300

Minneapolis, Minnesota 55402




June 4, 2009




Lawrence A. Wilford

Wilford & Geske

8425 Seasons Parkway, Suite 105

Woodbury, Minnesota 55125





Re:    Second Amendment to Services Agreement



Dear Larry:



Reference is made to that certain Services Agreement between Wilford & Geske, a professional
association (the “Firm”) and American Processing Company, LLC (“APC”) dated February 22, 2008, as
amended by that certain First Amendment to Services Agreement dated April 24, 2009 (collectively,
the “Services Agreement”). The purpose of this letter is to set forth our understandings and
agreements regarding an amendment to the Fee Schedule set forth in Section 3.1(a) of the Services
Agreement as well as other amendments to the Services Agreement that are incidental thereto.
Capitalized terms used, but not otherwise defined in this letter, shall have the meanings ascribed
to such terms in the 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 Fee
	Foreclosure
	 	$[***]
	 
	 	 
	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:







“The Fee Schedule set forth above shall be in effect for a period starting on May 1,
2009 and ending on March 31, 2010.”



 



 



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.	 	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.


 


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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.






This Second Amendment to Services Agreement (the “Second Amendment”) shall be binding upon and
shall inure to the benefit of the parties and their respective successors and assigns. This Second
Amendment shall be governed by the laws of the state of Minnesota, without reference to its
conflict of laws principles. This Second Amendment may be executed by facsimile or email
transmission and in one or more counterparts, each of which shall constitute an original and all of
which together shall constitute one instrument. The Services Agreement, as amended by this Second
Amendment, contain the entire understanding of the parties with regard to the Services to be
rendered to the Firm by APC and supersede all prior agreements, understandings or letters of intent
with regard to that subject between the parties. This Second Amendment shall not be amended,
modified or supplemented except by a written instrument signed by both parties.



If the above terms and conditions reflect our agreement regarding the amendments to the
Services Agreement, please sign this Second Amendment to Services Agreement and return a fully
executed original of it to me.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	American Processing Company, LLC

By: Dolan APC, LLC, its Managing Member
	 
	 	 
	 

	 	/s/ Scott J. Pollei
	 

	 	 
	 

	 	By: Scott J. Pollei, it Vice President






AGREED AND ACCEPTED:



Wilford & Geske, a professional association




	 	 	 
	/s/ Lawrence A. Wilford

	 	 
	 

	 	 
	By: 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.




 


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