SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 1st, 2010 • Prommis Solutions Holding Corp. • Services-business services, nec • Georgia
THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this 22nd day of December, 2008 and is effective as of September 4, 2007 (the “Effective Date”), by and between Prommis Solutions Holding Corp. (f/k/a MR Processing Holding Corp.), a Delaware corporation (“Holdings”), and Kenneth M. Goins, Jr., a resident of the State of Georgia (referred to herein as “You”). This Agreement amends and restates in its entirety that certain Amended and Restated Executive Employment Agreement by and between Holdings and You dated as of January, 2008 (the “Previous Agreement”).
CREDIT AND GUARANTY AGREEMENT dated as of February 9, 2007 among MR DEFAULT SERVICES LLC, E-DEFAULT SERVICES LLC, STATEWIDE TAX AND TITLE SERVICES LLC, STATEWIDE PUBLISHING SERVICES LLC, as Borrowers, MR PROCESSING HOLDING CORP., CERTAIN SUBSIDIARIES...Credit and Guaranty Agreement • June 1st, 2010 • Prommis Solutions Holding Corp. • Services-business services, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of February 9, 2007, is entered into 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, the “Borrowers”), MR Processing Holding Corp., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWERS, as Guarantors, the Lenders party hereto from time to time, RBS SECURITIES CORPORATION (“RBSS”), as Sole Lead Arranger, Sole Book Runner and Syndication Agent (in such respective capacities, “Lead Arranger,” “Book Runner,” and “Syndication Agent”), and THE ROYAL BANK OF SCOTLAND PLC (“RBS plc”), as Administrative Agent, Collateral Agent and Documentation Agent (in such respective capacities, “Administrative Agent,”
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 23rd, 2010 • Prommis Solutions Holding Corp. • Delaware
AMENDMENT TO SERVICES AGREEMENTServices Agreement • June 21st, 2010 • Prommis Solutions Holding Corp. • Services-business services, nec • South Carolina
This Amendment to the Services Agreement (this “Amendment”) is being entered into on this 30th day of March, 2007, by and between Morris, Schneider & Prior, L.L.C., a Georgia limited liability company (“MSP”), and MR Default Services, LLC, a Delaware limited liability company (“MR Default”). MSP and MR Default are sometimes referred to herein collectively as the “Parties”. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Services Agreement (as defined below).
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • April 23rd, 2010 • Prommis Solutions Holding Corp. • New York
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.
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • April 23rd, 2010 • Prommis Solutions Holding Corp. • New York
This Second Amendment (this “Amendment”) to Credit and Guaranty Agreement (as defined below) is entered into as of November 14, 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”), and certain subsidiaries of Borrowers, as Guarantors, and the Lenders party hereto.
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2010 • Prommis Solutions Holding Corp. • Delaware
THIS AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 11, 2006, by and among (i) MR Processing Holding Corp., a Delaware corporation (the “Company”), (ii) Great Hill Equity Partners II Limited Partnership, a Delaware limited partnership (“Great Hill II”), (iii) Great Hill Equity Partners III, LP, a Delaware limited partnership (“Great Hill III”), (iv) Great Hill Affiliate Partners II Limited Partnership, a Delaware limited partnership (“GHAP II”), (v) Great Hill Investors, LLC, a Massachusetts limited liability company (“GHI” and, together with any investment fund managed by Great Hill Partners, LLC, a Massachusetts Limited Liability Company, GH Partners, LLC, a Massachusetts Limited Liability Company and any of their affiliates that at any time acquires any Registrable Securities and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement, the “Investors” and each, an “Investor”), (vi) RBS Equity Corporation (“R
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • April 23rd, 2010 • Prommis Solutions Holding Corp. • New York
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.
Morris, Schneider and Prior 1587 Northeast Expressway Atlanta, Georgia 30329Confidential Treatment • June 21st, 2010 • Prommis Solutions Holding Corp. • Services-business services, nec
This agreement is made in connection with the Contribution Agreement, dated as of February 2, 2007, between Morris, Schneider & Prior L.L.C. (“MSP”), MR Default Services LLC (“MRDS”) and MR Processing Holding Corp., and the transactions related thereto (the “Transactions”) whereby MSP will contribute to MRDS its Business (as defined in the Contribution Agreement). All capitalized terms used but not otherwise defined herein shall have the meaning for purposes of this letter as such terms have in the Contribution Agreement.
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • April 23rd, 2010 • Prommis Solutions Holding Corp. • New York
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.
PURCHASE AGREEMENT dated as of February 9, 2007 among MR DEFAULT SERVICES LLC, E-DEFAULT SERVICES LLC, STATEWIDE TAX AND TITLE SERVICES LLC, STATEWIDE PUBLISHING SERVICES LLC, as Borrowers, MR PROCESSING HOLDING CORP., CERTAIN SUBSIDIARIES OF...Purchase Agreement • April 23rd, 2010 • Prommis Solutions Holding Corp. • New York
This PURCHASE AGREEMENT, dated as of February 9, 2007, is entered into 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, the “Borrowers”), MR PROCESSING HOLDING CORP., a Delaware corporation (“Holdings”), certain subsidiaries of Borrowers, as Guarantors, the Lenders party hereto from time to time and THE ROYAL BANK OF SCOTLAND PLC (“RBS” or the “Purchaser”).
AMENDED AND RESTATED SERVICES AGREEMENT BETWEEN MCCALLA RAYMER, LLC AND PROMMIS SOLUTIONS, LLC Dated as of January 12, 2010Services Agreement • June 21st, 2010 • Prommis Solutions Holding Corp. • Services-business services, nec
THIS AMENDED AND RESTATED SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of this twelfth day of January, 2010, by and between McCalla Raymer, LLC (f/k/a McCalla, Raymer, Padrick, Cobb, Nichols & Clark, LLC), a Georgia limited liability company (“McCalla”), and Prommis Solutions, LLC (f/k/a MR Default Services LLC), a Delaware limited liability company (the “Service Provider”), and amends and restates in its entirety that certain Services Agreement between McCalla and the Service Provider dated as of February 24, 2006 (the “Original Services Agreement”). In each case where McCalla or the Service Provider is required to perform, McCalla or the Service Provider shall perform or cause their respective direct or indirect subsidiaries and affiliates to perform under the terms of this Agreement. McCalla and the Service Provider are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”
SERVICES AND TECHNOLOGY AGREEMENT BETWEEN MORRIS, SCHNEIDER & PRIOR, L.L.C. AND MR DEFAULT SERVICES LLC Dated as of February 2, 2007Services and Technology Agreement • June 21st, 2010 • Prommis Solutions Holding Corp. • Services-business services, nec
THIS SERVICES AND TECHNOLOGY AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of this day of February 2007, by and among Morris, Schneider & Prior L.L.C., a Georgia limited liability company (“MSP”) and MR Default Services LLC, a Delaware limited liability company (the “Service Provider”). In each case where MSP or the Service Provider is required to perform, MSP or the Service Provider shall perform or cause their respective direct or indirect subsidiaries and affiliates to perform under the terms of this Agreement. MSP and the Service Provider are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”
