FIRST AMENDMENT TOSupport SERVICES AGREEMENT
Exhibit 10.5
FIRST AMENDMENT TO Support SERVICES AGREEMENT
This First Amendment to Support Services Agreement (the “First Amendment”) is entered into as of October 1, 2012, and amends that certain Support Services Agreement dated August 10, 2012 (the “Agreement”) by and between OCWEN Mortgage Servicing, Inc., a United States Virgin Islands corporation (together with its parent and subsidiaries “Ocwen”) and ALTISOURCE SOLUTIONS S.À R.L., a limited liability company organized under the laws of the Grand Duchy of Luxembourg (together with its parent and subsidiaries “Altisource”).
Recitals
WHEREAS, pursuant to the Agreement, Ocwen was to provide certain services to Altisource and Altisource was to provide certain services to Ocwen; and
WHEREAS, Ocwen and Altisource now desire to amend Schedule I and Schedule II to the Support Services Agreement, as set forth below.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants made herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment to Schedule I to the Support Services Agreement. Schedule I to the Support Services Agreement is hereby deleted in its entirety and replaced with the version of Schedule I attached to this First Amendment and incorporated herein by this reference.
2. Amendment to Schedule II to the Support Services Agreement. Schedule II to the Support Services Agreement is hereby deleted in its entirety and replaced with the version of Schedule II attached to this First Amendment and incorporated herein by this reference.
3. Counterparts. This First Amendment may be signed in counterparts with the same effect as if both parties had signed one and the same document.
4. Agreement in Full Force and Effect as Amended. The terms and conditions of this First Amendment shall prevail over any conflicting terms and conditions in the Agreement. Capitalized terms that are used in this First Amendment not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Except as specifically amended or waived hereby, all of the terms and conditions of the Agreement shall remain in full force and effect. All references to the Agreement in any other document or instrument shall be deemed to mean the Agreement as amended by this First Amendment. The parties hereto agree to be bound by the terms and obligations of the Agreement, as amended by this First Amendment, as though the terms and obligations of the Agreement were set forth herein.
| Page 1 of 2 |
IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed as of the date first written above by their duly authorized representatives.
| OCWEN MORTGAGE SERVICING, INC. | ||
| By | /s/ John V. Britti | |
| Name: John V. Britti | ||
| Title: Executive Vice President, Chief Financial Officer, Treasurer | ||
| ALTISOURCE SOLUTIONS S.À R.L. | ||
| By | /s/ William B. Shepro | |
| Name: William B. Shepro | ||
| Title: Manager | ||
| Page 2 of 2 |
SCHEDULE I
OCWEN-PROVIDED SERVICES
| Services Provided | Service Period | Service Fee | |
| FINANCE AND ACCOUNTING | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Corporate Accounting | ||
| · | Accounts Payables | ||
| · | Accounts Receivables | ||
| · | Corporate Secretary Support | ||
| · | Financial Reporting | ||
| · | Payroll Services | ||
| · | Tax | ||
| · | Treasury | ||
| HUMAN RESOURCES | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Benefits Administration | ||
| · | Employee and Contractor On-boarding | ||
| · | Employee Engagement | ||
| · | HR Administration | ||
| · | HR Strategy and Consulting | ||
| · | HRIS Administration and Reporting | ||
| · | Performance Management Platforms | ||
| · | Personnel Files | ||
| · | Recruiting | ||
| · | Salary Administration | ||
| · | Training and Compliance Support | ||
Schedule I to the Support Services Agreement (as amended by the “First Amendment to Support Services Agreement” dated as of October 1, 2012).
Replaces original Schedule I to “Support Services Agreement” dated August 10, 2012.
| Page 1 of 2 of Schedule I |
| Services Provided | Service Period | Service Fee | |
| LAW | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Contract Review Services | ||
| · | Corporate Governance Services | ||
| · | Intellectual Property Maintenance Services | ||
| · | Litigation Management | ||
| · | Regulatory Compliance Services | ||
| RISK MANAGEMENT | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Internal Audit | ||
| · | SOX Compliance and SAS 70 | ||
| · | Business continuity and SAS 70 | ||
| · | Six Sigma | ||
| OTHER OPERATIONS SUPPORT | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Capital Markets | ||
| · | Modeling | ||
| · | Quantitative Analytics | ||
| · | General Business Consulting | ||
| · | Business Development | ||
Schedule I to the Support Services Agreement (as amended by the “First Amendment to Support Services Agreement” dated as of October 1, 2012).
Replaces original Schedule I to “Support Services Agreement” dated August 10, 2012.
| Page 2 of 2 of Schedule I |
SCHEDULE II
ALTISOURCE-PROVIDED SERVICES
| Services Provided | Service Period | Service Fee | |
| CONSUMER PSYCHOLOGY | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Scripting Support | ||
| · | Staffing Models | ||
| · | Training Development | ||
| · | User and Task Analysis | ||
| CORPORATE SERVICES | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Facilities Management | ||
| · | Mailroom Support | ||
| · | Physical Security | ||
| · | Travel Services |
| FINANCE AND ACCOUNTING | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Accounting Services and Reporting | ||
| · | Accounts Payables | ||
| · | Accounts Receivables | ||
| · | Corporate Secretary Support | ||
| · | Financial Reporting | ||
| · | Payroll Services | ||
| · | Tax | ||
| · | Treasury | ||
Schedule II to the Support Services Agreement (as amended by the “First Amendment to Support Services Agreement” dated as of October 1, 2012).
Replaces original Schedule II to “Support Services Agreement” dated August 10, 2012.
| Page 1 of 3 of Schedule II |
| Services Provided | Service Period | Service Fee | |
| HUMAN RESOURCES | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Benefits Administration | ||
| · | Employee and Contractor On-boarding | ||
| · | Employee Engagement | ||
| · | HR Administration | ||
| · | HR Strategy and Consulting | ||
| · | HRIS Administration and Reporting | ||
| · | Performance Management Platforms | ||
| · | Personnel Files | ||
| · | Recruiting | ||
| · | Salary Administration | ||
| · | Training and Compliance Support | ||
| RISK MANAGEMENT | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Internal Audit | ||
| · | SOX Compliance and SAS 70 | ||
| · | Business continuity and SAS 70 | ||
| · | Six Sigma |
Schedule II to the Support Services Agreement (as amended by the “First Amendment to Support Services Agreement” dated as of October 1, 2012).
Replaces original Schedule II to “Support Services Agreement” dated August 10, 2012.
| Page 2 of 3 of Schedule II |
| Services Provided | Service Period | Service Fee | |
| OTHER OPERATIONS SUPPORT | the Term | Fully Allocated Cost | |
| Services Provided: | |||
| · | Capital Markets | ||
| · | Modeling | ||
| · | Quantitative Analytics | ||
| · | General Business Consulting | ||
| · | Business Development | ||
Schedule II to the Support Services Agreement (as amended by the “First Amendment to Support Services Agreement” dated as of October 1, 2012).
Replaces original Schedule II to “Support Services Agreement” dated August 10, 2012.
Page 3 of 3 of Schedule II
