SECOND AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 23rd, 2010 • Prommis Solutions Holding Corp. • Georgia
THIS SECOND AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this fifth day of January, 2010 and is effective as of February 27, 2010 (the “Effective Date”), by and between Prommis Solutions Holding Corp. (f/k/a MR Processing Holding Corp.), a Delaware corporation (“Holdings”), and Daniel D. Phelan, 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 December 22, 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 • April 23rd, 2010 • Prommis Solutions Holding Corp. • 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
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.
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”).
