Exhibit 10.10





Exhibit 10.10




SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), made and entered into as of November 2, 2009, is by and among DOLAN MEDIA
COMPANY, a Delaware corporation (“Dolan”), Dolan, in its capacity as agent for the
Borrowers (“Borrowers’ Agent”), DOLAN FINANCE COMPANY, a Minnesota corporation (“Dolan
Finance”), DOLAN PUBLISHING COMPANY, a Delaware corporation, DOLAN PUBLISHING FINANCE COMPANY,
a Minnesota corporation, CLEO COMPANY, a Delaware corporation, LONG ISLAND BUSINESS NEWS, INC., a
New York corporation, DAILY JOURNAL OF COMMERCE, INC., a Delaware corporation, LAWYER’S WEEKLY,
INC., a Delaware corporation, LEGAL LEDGER, INC., a Minnesota corporation, THE JOURNAL RECORD
PUBLISHING CO., a Delaware corporation, DAILY REPORTER PUBLISHING COMPANY, a Delaware corporation,
NEW ORLEANS PUBLISHING GROUP, INC., a Louisiana corporation, NOPG, L.L.C., a Louisiana limited
liability company, WISCONSIN PUBLISHING COMPANY, a Minnesota corporation, LEGAL COM OF DELAWARE,
INC., a Delaware corporation, MISSOURI LAWYERS MEDIA, INC., a Missouri corporation, THE DAILY
RECORD COMPANY, a Maryland corporation, IDAHO BUSINESS REVIEW, INC., an Idaho corporation, FINANCE
AND COMMERCE, INC., a Minnesota corporation, COUNSEL PRESS, LLC, a Delaware limited liability
company, ARIZONA NEWS SERVICE, LLC, a Delaware limited liability company, DOLAN DLN LLC, a Delaware
limited liability company, DOLAN APC LLC, a Delaware limited liability company, AMERICAN PROCESSING
COMPANY, LLC, a Michigan limited liability company, THP / NDEX AIV CORP., a Delaware corporation,
THP / NDEX AIV, L.P., a Delaware limited partnership, NATIONAL DEFAULT EXCHANGE HOLDINGS, LP, a
Delaware limited partnership, NATIONAL DEFAULT EXCHANGE MANAGEMENT, INC., a Delaware corporation,
NATIONAL DEFAULT EXCHANGE GP, LLC, a Delaware limited liability company, NATIONAL DEFAULT EXCHANGE,
LP, a Delaware limited partnership, NDEX TECHNOLOGIES, LLC, a Texas limited liability company, NDEX
WEST, LLC, a Delaware limited liability company, and NDEX TITLE SERVICES, L.L.C., a Texas limited
liability company (each (other than Dolan in its capacity as Borrowers’ Agent) a “Borrower”
and, collectively, the “Borrowers”), the banks party to the Credit Agreement defined below
(individually, a “Bank” and, collectively, the “Banks”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (“USBNA”), as agent for the Banks (in such
capacity, the “Agent”).



RECITALS




A. The Borrowers’ Agent, the Borrowers, the Banks and the Agent are parties to that certain
Second Amended and Restated Credit Agreement dated as of August 8, 2007, as amended by that certain
First Amendment to Second Amended and Restated Credit Agreement dated as of July 28, 2008 (as
further amended, supplemented or modified from time to time, the “Credit Agreement”).


 


 









 





B. The Borrowers’ Agent has requested in accordance with clause (iii) of the definition of
“Permitted Acquisitions” in the Credit Agreement that the Banks consent to the acquisition by Dolan
of approximately eighty-five percent (85%) of the outstanding Equity Interests of DiscoverReady LLC
on substantially the terms set forth in that certain Non-Binding Acquisition Proposal dated
September 29, 2009 delivered to the Agent (the “Proposal Letter”).



C. The Majority Banks are willing to grant such consent, and to amend certain provisions of
the Credit Agreement, in each case on and subject to the terms of this Amendment.



AGREEMENT




NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby covenant and agree to be bound as follows:



Section 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement, unless the context shall
otherwise require.



Section 2. Consents. In accordance with the terms of the Credit Agreement, the
Majority Banks hereby grant the following consent, subject in each case to Section 4 of this
Amendment (the “Consent”):




2.1. Dolan shall be permitted to acquire approximately eighty-five percent (85%) of the
outstanding Equity Interests of discoverReady LLC, a Delaware limited liability company
(“DiscoverReady”), on substantially the terms set forth in the draft Membership
Interests Purchase Agreement provided to the Agent on or before the date hereof by and among
DiscoverReady, the “Seller” party thereto, Dolan, and the other Persons party thereto, or on
such other terms as are reasonably acceptable to Agent (the “DiscoverReady
Acquisition”); provided that the consideration for such Acquisition shall be
applied against the amounts set forth in clause (i)(d) of the definition in Permitted
Acquisition for the current fiscal year.



Section 3. Amendments. Subject in each case only to the terms of Section 4, the
Credit Agreement is hereby amended as follows, such amendments to take effect on the date the
conditions set forth in Section 4 below are fully satisfied in accordance with the terms of such
Section:




3.1. New Definitions. Section 1.1 of the Credit Agreement is hereby amended by
adding the following terms thereto in the proper alphabetical order:




“DiscoverReady”: discoverReady LLC, a Delaware limited liability
company.




“DiscoverReady Acquisition”: The acquisition by Dolan of approximately
85% of the Equity Interests of DiscoverReady in accordance with the terms and
conditions set forth in the Second Amendment.


 


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“DiscoverReady LLC Agreement”: The Third Amended and Restated Limited
Liability Company Agreement of discoverReady LLC dated as of the date of
consummation of the DiscoverReady Acquisition.




“DiscoverReady Ownership Percentage”: As of any date of determination,
the percentage ownership interest that Dolan maintains in DiscoverReady.




“DiscoverReady Purchase Agreement”: The Membership Interest Purchase
Agreement by and among Dolan, the “Sellers” party thereto, and the other Persons
party thereto.




“DiscoverReady Side Letter”: The letter agreement dated as of the date
of consummation of the DiscoverReady Acquisition by and between the Agent and the
members of DiscoverReady.




“Second Amendment”: The Second Amendment to Second Amended and
Restated Credit Agreement dated as of November 2, 2009 by and among the Borrowers,
the Borrowers’ Agent, the Banks and the Agent.




“Second Amendment Closing Date”: The date the conditions to
effectiveness of the Second Amendment set forth in Section 4 thereof have been
satisfied in full or waived by the Majority Banks.




3.2. Amended Definition. The definition of “Pro Forma EBITDA” set forth in
Section 1.1 of the Credit Agreement is hereby amended by deleting the word “and” before
clause (h) and adding the following to the end of such definition:




and (i) the sum of clauses (i) and (ii) above with respect to the DiscoverReady
Acquisition shall be deemed to be $5,500,000 multiplied by the DiscoverReady
Ownership Percentage.




3.3. Subsidiaries. Section 4.18 of the Credit Agreement is hereby amended by
replacing such section in its entirety with the following:




Section 4.18 Subsidiaries. As of the date of the consummation of the
DiscoverReady Acquisition, each Subsidiary of the Borrowers’ Agent is a Borrower and
the Borrowers have no Subsidiaries other than those listed on Schedule 4.18, which
sets forth the number and percentage of the shares of each class of Equity Interests
owned beneficially or of record by the Borrowers, and the jurisdiction of
organization of each Borrower.


 


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3.4. Acquisitions; Subsidiaries, Partnerships and Joint Ventures and Ownership.
Section 6.5 of the Credit Agreement is hereby amended by deleting the word “or” before
clause (f) and adding new clauses (g) and (h) thereto as follows:




(g) without the prior written consent of the Agent, appoint, consent to the
appointment of, or otherwise elect a manager of DiscoverReady other than Dolan
Media or another wholly-owned Subsidiary of Dolan Media; or (h) without the
prior written consent of the Agent, consent to a Lien on all or any part of the
Equity Interests in DiscoverReady (other than a Lien in favor of the Agent for the
benefit of the Banks).




3.5. Restricted Payments. Section 6.7 of the Credit Agreement is hereby
amended by deleting the word “and” before clause (g) and adding new clauses (h) and (i)
thereto as follows:




(h) Restricted Payments consisting of dividends payable to members of
DiscoverReady other than a Borrower pursuant to the terms of the DiscoverReady LLC
Agreement, and (i) payments made in satisfaction of Dolan’s obligations under
Section 7.7 of the DiscoverReady LLC Agreement, as may be amended from time to time
in accordance with the terms of this Agreement.




3.6. Transactions with Affiliates. Section 6.8 of the Credit Agreement is
hereby amended by deleting the word “or” before clause (ii) thereof and adding a new
clause (iii) thereto as follows:




or (iii) without the consent of the Majority Banks, amend, modify, supplement
or waive, or consent to the amendment, modification, supplement or waiver of, the
terms of the DiscoverReady LLC Agreement relating to (A) dividends or other
distributions on account of the Equity Interests of DiscoverReady (including those
set forth in Article IV thereof), (B) restrictions and conditions on Liens or on the
Equity Interests in DiscoverReady (including those set forth in Section 7.3 and 7.4
thereof and the definition of Permitted Transferee therein), and (C) the drag-along
and tag-along rights with respect to sale of the Equity Interests in, and assets of,
DiscoverReady (including those set forth in Section 7.6 and 7.9 thereof).




3.7. Investments. Section 6.12 of the Credit Agreement is hereby amended by
renumbering the existing clauses (l) and (m) as clauses (m) and (n), respectively, and
adding a new clause (l) thereto as follows:




(l) Investments by any Borrower in DiscoverReady, (i) to the extent existing on
the Second Amendment Closing Date, and (ii) to the extent made after the Second
Amendment Closing Date (A) in connection with any Permitted Acquisition or (B) in an
aggregate amount not to exceed $5,000,000 (net of actual cash returns on investment)
less the aggregate principal amount of any Indebtedness outstanding pursuant
to Section 6.13(m)(ii)(B);


 


4









 






3.8. Indebtedness. Section 6.13 of the Credit Agreement is hereby amended by
renumbering the existing clause (m) as clause (o) and adding new clauses (m) and (n) thereto
as follows:




(m) unsecured Indebtedness of DiscoverReady to any other Borrower (i) to the
extent existing on the Second Amendment Closing Date, and (ii) to the extent
incurred after the Second Amendment Closing Date (A) in connection with
any Permitted Acquisition or (B) in an aggregate principal amount outstanding
not to exceed $5,000,000 less the amount of any Investments (net of actual
cash returns on investment) made pursuant to Section 6.12(l)(ii)(B);




(n) unsecured Indebtedness consisting of a “Put Note” issued by DiscoverReady
pursuant to Section 7.7 of the DiscoverReady LLC Agreement, as may be amended from
time to time in accordance with the terms of this Agreement; and




3.9. Schedules. Schedules 4.18 and 6.8 to the Credit Agreement are hereby
amended by replacing such Schedules in their entirety with Schedules 4.18 and 6.8 in the
form attached hereto, with such changes as may be approved by the Agent to conform to the
DiscoverReady Acquisition.




3.10. Tax Lien; Letter of Credit. Notwithstanding anything to the contrary
contained herein or in any other Loan Document, (i) the Lien filed against DiscoverReady in
the County Clerk’s office, New York, as Index Number E029010382006 in the amount of
$1,139.49 shall be deemed to be a permitted Lien under § 6.14 of the Credit Agreement so
long as DiscoverReady is (a) contesting the Lien in good faith by appropriate proceedings,
(b) DiscoverReady’s title to its property is not materially adversely affected by the Lien,
(c) DiscoverReady’s use of such property in the ordinary course of its business is not
materially interfered with thereby, (d) adequate reserves with respect to the Lien have been
set aside on DiscoverReady’s books in accordance with GAAP, and (e) DiscoverReady promptly
satisfies such Lien after it ceases contesting the Lien pursuant to clause (a) hereof, and
(ii) DiscoverReady shall be permitted to have outstanding Indebtedness consisting of
reimbursement obligations under a letter of credit issued for the benefit of a real property
lessor, secured by cash collateral, provided that neither the reimbursement obligations nor
the cash collateral exceed $80,000.



Section 4. Conditions to Effectiveness. This Amendment shall be a legal, valid and
binding agreement against the parties hereto upon the due execution and delivery of this Amendment
by the Majority Banks, the Agent, the Borrowers’ Agent and the Borrowers and, as such, no signatory
hereto shall be permitted to unilaterally rescind or revoke its signature hereto or otherwise
contest the validity or enforceability of this Amendment as against such Person (except as
specifically provided in the following provisions of this Section 4). The Consent and the other
amendments set forth in Section 3 shall be deemed void ab initio and shall cease to have any force
or effect if any of the conditions set forth in this Section 4 are not satisfied by the earlier of
the consummation of the DiscoverReady Acquisition and December 31, 2009 (unless any such conditions
are waived in writing by the Majority Banks).




4.1. No Default or Event of Default shall have occurred and be continuing on the date
of consummation of the DiscoverReady Acquisition.


 


5









 






4.2. The Borrowers’ Agent shall have delivered to the Agent a certificate calculating
the Senior Leverage Ratio reflecting on a pro forma basis the DiscoverReady Acquisition (for
this purpose, using the amount in clause (a) of the definition of Senior
Leverage Ratio calculated as of the date of consummation of the DiscoverReady
Acquisition and using Pro Forma EBITDA after giving effect to the amendment in
Section 3.2(b) above), which Senior Leverage Ratio shall be less than the maximum allowed
Senior Leverage Ratio as of such date less 0.25.




4.3. The Agent shall have received copies or a final draft of the DiscoverReady
Purchase Agreement and each other material document, instrument and agreement executed in
connection with the DiscoverReady Acquisition (the “DiscoverReady Acquisition
Documents”), together with current lien search reports for DiscoverReady and the Seller
under the DiscoverReady Purchase Agreement and, subject to Section 3.10 above, lien release
letters and other documents as the Agent may reasonably require to evidence the termination
of Liens on the business and Equity Interests to be acquired (other than Liens permitted
under Section 6.14 of the Credit Agreement).




4.4. The Agent shall have received a consent in favor of the Agent and the Banks to the
collateral assignment of rights and indemnities under the DiscoverReady Acquisition
Documents in substantially the form attached hereto as Exhibit B (the
“DiscoverReady Acquisition Collateral Assignment”) and (if delivered to the
Borrowers) opinions of counsel for the selling parties in favor of the Agent and the Banks.




4.5. The closing of the DiscoverReady Acquisition shall occur not later than
December 31, 2009 and the Borrowers shall have Availability of not less than $10,000,000 as
of such closing date.




4.6. DiscoverReady shall execute and delivery to the Agent (i) a joinder agreement in
the form attached hereto as Exhibit C (the “Joinder Agreement (Credit
Agreement)”) in order to become obligated to repay the Loans and the other amounts
payable under the Loan Documents and (ii) a Security Agreement in the form attached hereto
as Exhibit D (the “DiscoverReady Security Agreement”) in order to grant to
the Agent a first priority security interest subject no other Liens, except for Liens
permitted pursuant to Section 6.14 of the Credit Agreement, in the assets of DiscoverReady.




4.7. The Equity Interests in DiscoverReady owned by Dolan shall have been pledged to
the Agent pursuant to an amendment to Dolan’s Existing Pledge Agreement in substantially the
form set forth in Exhibit E attached hereto (the “Pledge Agreement
Amendment”) and certificate(s) representing such Equity Interests shall have been
delivered to the Agent, together with duly executed instruments of transfer or assignment in
blank, each in form and substance reasonably satisfactory to the Agent.




4.8. DiscoverReady shall have executed and delivered to the Agent a Collateral
Assignment (Trademarks) in substantially the form attached hereto as Exhibit F (the
“DiscoverReady Trademarks Assignment”).




4.9. The DiscoverReady LLC Agreement shall be in form and substance reasonably
satisfactory to the Agent.


 


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4.10. The members of DiscoverReady shall have executed and delivered to the Agent the
DiscoverReady Side Letter in substantially the form attached hereto as Exhibit G.




4.11. The Agent shall have received a certificate of the Secretary or Assistant
Secretary (or other appropriate officer) of DiscoverReady dated as of the Second Amendment
Closing Date and certifying to the following:




(i) a true and accurate copy of the limited liability company resolutions of
such Borrower authorizing the execution, delivery and performance of the Loan
Documents to which such Borrower is a party contemplated hereby and thereby;




(ii) the incumbency, names, titles and signatures of the officers of such
Borrower authorized to execute the Loan Documents to which such Borrower is a party
and to request Advances;




(iii) a true and accurate copy of the Certificate of Formation of such Borrower
with all amendments thereto, certified by the appropriate governmental official of
the jurisdiction of organization as of a date acceptable to the Agent; and




(iv) a true and accurate copy of the DiscoverReady LLC Agreement, including all
amendments thereto.




4.12. The Agent shall have received a certificate of good standing for DiscoverReady in
the jurisdiction of its organization and in the jurisdictions where the character of the
properties owned or leased by such Borrower or the Business conducted by such Borrower makes
such qualification necessary, certified by the appropriate governmental officials as of a
date acceptable to the Agent.




4.13. All Security Documents (or financing statements with respect thereto) in respect
of DiscoverReady shall have been appropriately filed or recorded to the satisfaction of the
Agent; any pledged collateral in respect of DiscoverReady shall have been duly delivered to
the Agent; and the priority and perfection of the Liens created by the Security Documents in
respect of DiscoverReady shall have been established to the satisfaction of the Agent and
its counsel.




4.14. The Agent shall have received certified copies of all documents evidencing any
necessary corporate action, consent or governmental or regulatory approval (if any) with
respect to this Amendment.




4.15. The Agent (a) shall have received for the ratable benefit of the Banks executing
this Second Amendment the fees set forth in a separate fee letter dated as of October 28,
2009 (the “Fee Letter”) between the Agent and the Borrower’s Agent, the payment of
which shall be subject to the consummation of the DisoverReady Acquisition, and (b) shall
have received for itself the fees set forth in the Fee Letter.


 


7









 






4.16. All corporate and legal proceedings relating to the Borrowers and all instruments
and agreements in connection with the transactions contemplated by this Amendment shall be
reasonably satisfactory in scope, form and substance to the Agent, such documents where
appropriate to be certified by proper corporate or governmental authorities.




Section 5. Representations, Warranties, Authority, No Adverse Claim.




5.1. Reassertion of Representations and Warranties, No Default. Each Borrower
hereby represents that on and as of the date hereof and after giving effect to this
Amendment (a) all of the representations and warranties contained in the Credit Agreement
are true, correct and complete in all material respects as of the date hereof as though made
on and as of such date, except for changes permitted by the terms of the Credit Agreement
and except for representations and warranties made as of a specific earlier date, which
shall be true and correct in all material respects as of such earlier date, and (b) there
will exist no Default or Event of Default under the Credit Agreement as amended by this
Amendment on such date which has not been waived by the Banks.




5.2. Authority, No Conflict, No Consent Required. Each Borrower represents and
warrants that such Borrower has the power and legal right and authority to enter into this
Amendment, the Pledge Agreement Amendment, the DiscoverReady Security Agreement, the Joinder
Agreement (Credit Agreement), the DiscoverReady Acquisition Collateral Assignment, the
DiscoverReady Trademarks Assignment, and any other instrument or agreement executed by such
Borrower in connection with this Amendment (the “Amendment Documents”) and has duly
authorized as appropriate the execution and delivery of the Amendment Documents and other
agreements and documents executed and delivered by such Borrower in connection herewith or
therewith by proper corporate action, and none of the Amendment Documents nor the agreements
contained herein or therein contravenes or constitutes a default under any agreement,
instrument or indenture to which such Borrower is a party or a signatory or a provision of
such Borrower’s Certificate of Incorporation, Bylaws, Certificate of Formation, LLC
Agreement, Partnership Agreement or any other agreement or requirement of law, or result in
the imposition of any Lien on any of its property under any agreement binding on or
applicable to such Borrower or any of its property except, if any, in favor of the Banks.
Each Borrower represents and warrants that no consent, approval or authorization of or
registration or declaration with any Person, including but not limited to any governmental
authority, is required in connection with the execution and delivery by such Borrower of the
Amendment Documents or other agreements and documents executed and delivered by such
Borrower in connection therewith or the performance of obligations of such Borrower therein
described, except for those which such Borrower has obtained or provided and as to which
such Borrower has delivered certified copies of documents evidencing each such action to the
Banks.




5.3. No Adverse Claim. Each Borrower warrants, acknowledges and agrees that no
events have taken place and no circumstances exist at the date hereof which would give such
Borrower a basis to assert a defense, offset or counterclaim to any claim of the Banks with
respect to the Obligations.


 


8









 





Section 6. Limited Purpose Consent. Notwithstanding anything contained herein, the
Consent (i) is limited consent and waiver, (ii) is effective only with respect to the specific
transactions described in this Amendment for the specific instance and the specific purpose for
which it is given, (iii) shall not be effective for any other purpose or transaction, and
(iv) except as expressly set forth in Section 3 and subject to Section 4, does not constitute an
amendment or basis for a subsequent waiver of any of the provisions of the Credit Agreement.
Except as expressly provided in Section 3 and subject to Section 4, (a) all of the terms and
conditions of the Credit Agreement remain in full force and effect and none of such terms and
conditions are, or shall be construed as, otherwise amended or modified, and (b) nothing in this
Amendment shall constitute a waiver by the Banks of any Default or Event of Default, or of any
right, power or remedy available to the Banks under the Credit Agreement or any other Loan
Document, whether any such defaults, rights, powers or remedies presently exist or arise in the
future.



Section 7. Affirmation of Credit Agreement, Further References, Affirmation of Security
Interest. The Banks and the Borrowers each acknowledge and affirm that the Credit Agreement,
as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions and
provisions of the Credit Agreement, except as amended by this Amendment, shall remain unmodified
and in full force and effect. All references in any document or instrument to the Credit Agreement
are hereby amended and shall refer to the Credit Agreement as amended by this Amendment. Each
Borrower confirms to the Banks that the Obligations are and continue to be secured by the security
interest granted by the Borrowers in favor of the Banks under the Security Documents, and all of
the terms, conditions, provisions, agreements, requirements, promises, obligations, duties,
covenants and representations of the Borrowers under such documents and any and all other documents
and agreements entered into with respect to the obligations under the Credit Agreement are
incorporated herein by reference and are hereby ratified and affirmed in all respects by the
Borrowers.



Section 8. Merger and Integration, Superseding Effect. This Amendment, from and after
the date hereof, embodies the entire agreement and understanding between the parties hereto and
supersedes and has merged into this Amendment all prior oral and written agreements on the same
subjects by and between the parties hereto with the effect that this Amendment shall control with
respect to the specific subjects hereof and thereof.



Section 9. Severability. Whenever possible, each provision of this Amendment and the
other Amendment Documents and any other statement, instrument or transaction contemplated hereby or
thereby or relating hereto or thereto shall be interpreted in such manner as to be effective, valid
and enforceable under the applicable law of any jurisdiction, but, if any provision of this
Amendment, the other Amendment Documents or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited,
invalid or unenforceable under the applicable law, such provision shall be ineffective in such
jurisdiction only to the extent of such prohibition, invalidity or unenforceability, without
invalidating or rendering unenforceable the remainder of such provision or the remaining provisions
of this Amendment, the other Amendment Documents or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto in such jurisdiction, or affecting the
effectiveness, validity or enforceability of such provision in any other jurisdiction.


 


9









 





Section 10. Successors. The Amendment Documents shall be binding upon the Borrowers
and the Banks and their respective successors and assigns, and shall inure to the benefit of the
Borrowers and the Banks and the successors and assigns of the Banks.



Section 11. Legal Expenses. As provided in Section 9.2 of the Credit Agreement, the
Borrowers agree to pay or reimburse the Agent, upon execution of this Amendment, for all reasonable
out-of-pocket expenses paid or incurred by the Agent, including filing and recording costs and
fees, charges and disbursements of outside counsel to the Agent (determined on the basis of such
counsel’s generally applicable rates, which may be higher than the rates such counsel charges the
Agent in certain matters) and/or the allocated costs of in-house counsel incurred from time to
time, in connection with the Credit Agreement, including in connection with the negotiation,
preparation, execution, collection and enforcement of the Amendment Documents and all other
documents negotiated, prepared and executed in connection with the Amendment Documents, and in
enforcing the obligations of the Borrowers under the Amendment Documents, and to pay and save the
Banks harmless from all liability for, any Taxes or Other Taxes which may be payable with respect
to the execution or delivery of the Amendment Documents, which obligations of the Borrowers shall
survive any termination of the Credit Agreement.



Section 12. Headings. The headings of various sections of this Amendment have been
inserted for reference only and shall not be deemed to be a part of this Amendment.



Section 13. Counterparts. The Amendment Documents may be executed in several
counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an
original, provided that all such counterparts shall be regarded as one and the same document, and
any party to the Amendment Documents may execute any such agreement by executing a counterpart of
such agreement. Signature pages delivered by facsimile or other electronic transmission (including
by email in .pdf format) shall be considered original signatures hereto, all of which shall be
equally valid.



Section 14. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR
AFFILIATES.



[THIS PAGE INTENTIONALLY LEFT BLANK]




 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
date and year first above written.



	 	 	 	 	 
	 	DOLAN MEDIA COMPANY,

as a Borrower and as Borrowers’ Agent

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	President 	 
	 
	 	DOLAN FINANCE COMPANY

DOLAN PUBLISHING COMPANY

DOLAN PUBLISHING FINANCE COMPANY

CLEO COMPANY

LONG ISLAND BUSINESS NEWS, INC.

DAILY JOURNAL OF COMMERCE, INC.

LAWYER’S WEEKLY, INC.

LEGAL LEDGER, INC.

THE JOURNAL RECORD PUBLISHING CO.

DAILY REPORTER PUBLISHING COMPANY

NEW ORLEANS PUBLISHING GROUP, INC.

NOPG, L.L.C.

WISCONSIN PUBLISHING COMPANY

LEGAL COM OF DELAWARE, INC.

MISSOURI LAWYERS MEDIA, INC.

THE DAILY RECORD COMPANY

IDAHO BUSINESS REVIEW, INC.

FINANCE AND COMMERCE, INC.

COUNSEL PRESS, LLC

ARIZONA NEWS SERVICE, LLC

DOLAN DLN, LLC

DOLAN APC LLC

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN PROCESSING COMPANY, LLC
 	 
	 	By:  	Dolan APC LLC, its Managing Member
 	 
	 	 	 
	 	By:  	                        /s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	President 	 



[Signature Page 1 to Second Amendment to Second Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	THP / NDEX AIV CORP.

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 
	 	THP / NDEX AIV, L.P.

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 
	 	NATIONAL DEFAULT EXCHANGE MANAGEMENT, INC.

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 
	 	NATIONAL DEFAULT EXCHANGE HOLDINGS, LP
 	 
	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 
	 	NATIONAL DEFAULT EXCHANGE GP, LLC

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page 2 to Second Amendment to Second Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	NATIONAL DEFAULT EXCHANGE, LP

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 
	 	NDEX TECHNOLOGIES, LLC

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 
	 	NDEX WEST, LLC

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 
	 	NDEX TITLE SERVICES, L.L.C.

 	 
	 	By:  	/s/ James P. Dolan
 	 
	 	 	Name:  	James P. Dolan 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page 3 to Second Amendment to Second Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Agent

 	 
	 	By:  	/s/ Bradley R. Sprang
 	 
	 	 	Bradley R. Sprang 	 
	 	 	Vice President 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Bank

 	 
	 	By:  	/s/ Bradley R. Sprang
 	 
	 	 	Bradley R. Sprang 	 
	 	 	Vice President 	 
	 



[Signature Page 4 to Second Amendment to Second Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	BANK OF AMERICA, N.A., (Successor by merger to

LaSalle Bank National Association)

 	 
	 	By:  	/s/ Thomas P. Sullivan
 	 
	 	 	Name:  	Thomas P. Sullivan 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page 5 to Second Amendment to Second Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	ASSOCIATED BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Nicholas G. Myers
 	 
	 	 	Name:  	Nicholas G. Myers 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page 6 to Second Amendment to Second Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	BANK OF THE WEST

 	 
	 	By:  	/s/ Philip P. Krump
 	 
	 	 	Name:  	Philip P. Krump 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page 7 to Second Amendment to Second Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Andrea Kaetchi
 	 
	 	 	Name:  	Andrea Kaetchi 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page 8 to Second Amendment to Second Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK 
NEDERLAND”, NEW YORK BRANCH

 	 
	 	By:  	/s/ Eric Hurshman
 	 
	 	 	Name:  	Eric Hurshman 	 
	 	 	Title:  	Managing Director 	 
	 	 	 
	 	By:  	                         /s/ Brett Delfino
 	 
	 	 	Name:  	Brett Delfino 	 
	 	 	Title:  	Executive Director 	 




[Signature Page 9 to Second Amendment to Second Amended and Restated Credit Agreement]



 


 









 







	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Jennifer A. O’Brien
 	 
	 	 	Name:  	Jennifer A. O’Brien 	 
	 	 	Title:  	Vice President 	 



[Signature Page 10 to Second Amendment to Second Amended and Restated Credit Agreement]





 


 












 




SCHEDULE 4.18




SUBSIDIARIES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Issued and
	 	 	State of	 	Percentage	 	Outstanding
	Subsidiary	 	Organization	 	Ownership	 	Shares
	 
	 	 	 	 	 	 	 	 
	Arizona News Service, LLC

	 	Delaware
	 	 	100	%	 	1,000 Class A Units
	 
	 	 	 	 	 	 	 	 
	Cleo Company

	 	Delaware
	 	 	100	%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Counsel Press, LLC

	 	Delaware
	 	 	100	%	 	1,000 Class A Units
	 
	 	 	 	 	 	 	 	 
	Daily Journal of Commerce, Inc.

	 	Delaware
	 	 	100	%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	The Daily Record Company

	 	Maryland
	 	 	100	%	 	20,000 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Daily Reporter Publishing Company

	 	Delaware
	 	 	100	%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Dolan APC LLC

	 	Delaware
	 	 	100	%	 	1,000 Class A Units
	 
	 	 	 	 	 	 	 	 
	Dolan DLN LLC

	 	Delaware
	 	 	100	%	 	1,000 Class A Units
	 
	 	 	 	 	 	 	 	 
	Dolan Finance Company

	 	Minnesota
	 	 	100	%	 	1,000 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Dolan Publishing Company

	 	Delaware
	 	 	100	%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Finance and Commerce, Inc.

	 	Minnesota
	 	 	100	%	 	13,900 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	The Journal Record Publishing Co.

	 	Delaware
	 	 	100	%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Legal Com of Delaware, Inc.

	 	Delaware
	 	 	100	%	 	1,000 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Legal Ledger, Inc.

	 	Minnesota
	 	 	100	%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Long Island Business News, Inc.

	 	New York
	 	 	100	%	 	5,040 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	New Orleans Publishing Group, Inc.

	 	Louisiana
	 	 	100	%	 	100 shares of Common Stock






 


Sch 4.18-1 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Issued and
	 	 	State of	 	Percentage	 	Outstanding
	Subsidiary	 	Organization	 	Ownership	 	Shares
	 
	 	 	 	 	 	 	 	 
	Lawyer’s Weekly, Inc.

	 	Delaware
	 	 	100	%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Wisconsin Publishing Company

	 	Minnesota
	 	 	100	%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	NOPG, L.L.C.

	 	Louisiana
	 	100% owned by 
New Orleans

Publishing Group, Inc.
	 	 
	 
	 	 	 	 	 	 	 	 
	Missouri Lawyers Media, Inc.

	 	Missouri
	 	100% owned by Legal

Com of Delaware, Inc.
	 	20,000 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Idaho Business Review, Inc.

	 	Idaho
	 	100% owned by Daily 
Record Company
	 	100,000 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	Dolan Publishing Finance Company

	 	Minnesota
	 	100% owned by Dolan 
Publishing Company
	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	American Processing Company, LLC

	 	Michigan
	 	84.67% owned by 
Dolan APC LLC
	 	1,386,554 Common Units
	 
	 	 	 	 	 	 	 	 
	THP/NDEx AIV Corp.

	 	Delaware
	 	100% owned by American

Processing Company, LLC
	 	1,000 shares of Common Stock
	 
	 	 	 	 	 	 	 	 
	THP/NDEx AIV, L.P.

	 	Delaware
	 	100% of limited partner 
interests owned by

THP/NDEx AIV Corp.; 
100% of general partner

interests owned by American 
Processing Company,
LLC
	 	 
	 
	 	 	 	 	 	 	 	 
	National Default Exchange Management, Inc.

	 	Delaware
	 	85.943% owned by 
American Processing Company,
LLC;
 14.057% owned by THP/NDEx AIV, L.P.
	 	99,999 shares of Common Stock






 


Sch 4.18-2 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Issued and
	 	 	State of	 	Percentage	 	Outstanding
	Subsidiary	 	Organization	 	Ownership	 	Shares
	 
	 	 	 	 	 	 	 	 
	National Default Exchange Holdings, LP

	 	Delaware
	 	85.943% owned by 
American Processing Company,
LLC;
 14.057% owned by THP/NDEx AIV, L.P.
	 	1,000,000 units
	 
	 	 	 	 	 	 	 	 
	National Default Exchange GP, LLC

	 	Delaware
	 	100% owned by 
National Default Exchange

Holdings, LP
	 	 
	 
	 	 	 	 	 	 	 	 
	National Default Exchange, LP

	 	Delaware
	 	99% owned by 
National Default Exchange

Holdings, LP; 1% owned by 
National Default

Exchange GP, LLC
	 	 
	 
	 	 	 	 	 	 	 	 
	NDEx Technologies, LLC

	 	Texas
	 	100% owned by 
National Default Exchange

Holdings, LP
	 	 
	 
	 	 	 	 	 	 	 	 
	NDEx West, LLC

	 	Delaware
	 	100% owned by 
National Default Exchange

Holdings, LP
	 	 
	 
	 	 	 	 	 	 	 	 
	NDEx Title Services, L.L.C.

	 	Texas
	 	100% owned by 
National Default Exchange

Holdings, LP
	 	 
	 
	 	 	 	 	 	 	 	 
	discoverReady LLC

	 	Delaware
	 	85% owned by Dolan Media
	 	850,000 common units






 


Sch 4.18-3 









 





SCHEDULE 6.8




AFFILIATE TRANSACTIONS





	1.	 	Services Agreement dated as of March 14, 2006 by and among Trott & Trott, Professional
Corporation, David A. Trott and APC






	2.	 	Employment Agreement dated as of March 14, 2006 by and between David A. Trott and APC, as
amended December 29, 2008






	3.	 	Office and Space Sharing Agreement dated as of March 14, 2006 by and between Trott & Trott,
Professional Corporation and APC






	4.	 	Sublease dated as of March 14, 2006 by and between Trott & Trott, Professional Corporation
and APC






	5.	 	Services Agreement dated as of January 9, 2006 by and among Feiwell & Hannoy, P.C., Michael
Feiwell, Doug Hannoy and APC






	6.	 	Employment Agreement dated as of January 9, 2007 by and between Michael J. Feiwell and APC,
as amended December 29, 2008






	7.	 	Employment Agreement dated as of January 9, 2007 by and between Douglas Hannoy and APC, as
amended December 29, 2008
	 
	8.	 	Sublease dated as of January 9, 2007 by and between Wolverines I, Inc. and APC






	9.	 	Office and Space Sharing Agreement dated as of January 9, 2007 by and between Feiwell &
Hannoy, P.C. and APC
	 
	10.	 	Amended and Restated Operating Agreement of APC dated as of March 14, 2006, as amended
	 
	11.	 	APC Note payable to Dolan Finance Company dated as of November 10, 2006
	 
	12.	 	APC Note payable to Dolan Finance Company dated as of January 9, 2007
	 
	13.	 	APC Note payable to Dolan Finance Company dated as of January 9, 2008
	 
	14.	 	APC Note payable to Dolan Finance Company dated as of January 8, 2009
	 
	15.	 	APC Note payable to Dolan Finance Company dated September 2, 2008
	 
	16.	 	APC Note payable to Dolan Finance Company dated October 1, 2009






	17.	 	Amended and Restated Employment Agreement dated as of April 1, 2007 by and between Dolan
Media Company and James P. Dolan, as amended December 29, 2008




 


Sch 6.8-1 









 











	18.	 	Amended and Restated Employment Agreement dated as of August 1, 2009 by and between Dolan
Media Company and Scott Pollei






	19.	 	Employment Agreement dated as of April 1, 2007 by and between Dolan Media Company and Mark
W.C. Stodder, as amended December 29, 2008 and August 1, 2009






	20.	 	Employment Agreement dated as of August 1, 2009 by and between Dolan Media Company and Vicki
J. Duncomb






	21.	 	Net Director, LLC, in which David A. Trott owns 11.1%, provides an information clearing house
service used by APC






	22.	 	American Servicing Corporation, in which David A. Trott owns 60%, provides property tax
searches and courier services to APC






	23.	 	Lease dated as of April 1, 2007 by and between APC and NW13, LLC, in which David A. Trott
owns 75%





24. Lease by and between Lawyers Weekly, Inc. and NW13, LLC





	25.	 	Agreement by and between Dolan Media Company and Trott & Trott, Professional Corporation to
pay Trott & Trott a fee in connection with Dolan Finance’s loan to APC






	26.	 	Option Agreement pursuant to which Frappier Daffin & Barrett, LLP shall grant to Trott &
Trott, Professional Corporation an option to purchase Frappier Daffin & Barrett, LLP’s equity
interests in Brown & Shapiro, LLP






	27.	 	Sublease for 15000 Surveyor Blvd., Addison, Texas 75001, by and between National Default
Exchange Holdings, LP and Barrett Daffin Frappier Turner & Engel, LLP






	28.	 	Sublease for 1900 St. James Place, Houston, Texas 77056, by and between National Default
Exchange Holdings, LP and Barrett Daffin Frappier Turner & Engel, LLP






	29.	 	Office Sharing Agreements, by and between National Default Exchange Holdings, LP, Barrett
Daffin Frappier Turner & Engel, LLP






	30.	 	Access Agreement for 15000 Surveyor Blvd., Addison, Texas 75001, by and between National
Default Exchange Holdings, LP and Michael C. Barrett






	31.	 	Amended and Restated Services Agreement, by and between National Default Exchange, LP and
Barrett Daffin Frappier Turner & Engel, LLP, as amended






	32.	 	Services Agreement, by and between National Default Exchange, LP and Barrett Daffin &
Frappier, LLP, as amended






	33.	 	Services Agreement, by and between NDEx West, LLC and Barrett Daffin Frappier Treder & Weiss,
LLP, as amended




 


Sch 6.8-2 









 





	34.	 	Employment Agreement dated as of November 2, 2009 between Jim Wagner and discoverReady LLC
	 
	35.	 	Employment Agreement dated as of November 2, 2009 between Steve Harber and discoverReady LLC
	 
	36.	 	Employment Agreement dated as of November 2, 2009 between Paul Yerkes and discoverReady LLC
	 
	37.	 	Employment Agreement dated as of November 2, 2009 between David Shub and discoverReady LLC.






	38.	 	Employment Agreement dated as of November 2, 2009 between Parkhill Mays and discoverReady
LLC.




 


Sch 6.8-3 









 










EXHIBIT A TO

SECOND AMENDMENT




[INTENTIONALLY OMITTED; NOT USED]




 


 









 







EXHIBIT B TO

SECOND AMENDMENT




DISCOVERREADY ACQUISITION COLLATERAL ASSIGNMENT




(See Attached)





 


 









 







COLLATERAL ASSIGNMENT OF UNDERTAKINGS

UNDER ACQUISITION DOCUMENTS




THIS COLLATERAL ASSIGNMENT (“Assignment”) is made as of November 2, 2009, by DOLAN
MEDIA COMPANY, a Delaware corporation (the “Purchaser”), in favor of U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as agent for the Banks (as defined below) (the
“Agent”).



RECITALS




A. DR Holdco LLC (the “Seller”), the Purchaser, and the other entities party thereto
have entered into that certain Membership Interests Purchase Agreement dated as of November 2, 2009
(the “Membership Interests Purchase Agreement”) pursuant to which, among other things, the
Seller has agreed to transfer to Dolan Media Company certain equity interests in discoverReady LLC,
a Delaware limited liability company (the DiscoverReady Acquisition”).



B. Pursuant to the terms of the Membership Interests Purchase Agreement and the other
documents executed and delivered in connection therewith (collectively with the Membership
Interests Purchase Agreement, the “Acquisition Documents”), the Seller has made certain
representations, warranties, covenants and indemnification agreements and other agreements
(collectively, the “Undertakings”) in favor of the Purchaser.



C. The Purchaser, the other entities party thereto as borrowers (together with the Purchaser,
the “Borrowers”), Dolan Media Company, as the Borrowers’ Agent, the Agent and various
financial institutions as may become, from time to time, parties thereto (the “Banks”) are
parties to that certain Second Amended and Restated Credit Agreement dated as of August 8, 2007 (as
the same may be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), pursuant to which the Agent and the Banks have agreed to make loans
and other financial accommodations to or for the benefit of the Borrowers.



D. It is a condition precedent to the obligations of the Agent and the Banks to continue to
extend credit accommodations pursuant to the terms of the Credit Agreement that this Assignment be
executed and delivered by the Purchaser.



E. The Purchaser finds it advantageous, desirable, and in its best interests to comply with
the requirement that this Assignment be executed and delivered to the Agent for itself and the
benefit of the Banks.


 


Ex. B-1 









 





NOW, THEREFORE, in consideration of the premises set forth herein and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Purchaser hereby agrees as
follows:



1. The Purchaser hereby collaterally hypothecates, assigns and grants to Agent, for the
benefit of itself and the Banks, as additional security for the payment and performance in full of
the Obligations (as such term is defined in the Credit Agreement), a security interest in all of
the Purchaser’s rights and remedies with respect to any and all of the Undertakings.



2. The Purchaser agrees to (a) promptly notify the Agent when it becomes aware of any dispute
with, and claim against, any person or entity for which the Purchaser has a claim in excess of
$50,000 in the aggregate under the Acquisition Documents (such claims the “Material
Claims”); (b) subject to the last sentence of this Section 2, diligently enforce such claim;
and (c) promptly provide the Agent with copies of all notices, demands, requests and other
communications sent or received by the Purchaser pursuant to the Acquisition Documents with respect
to Material Claims, as well as prior written notice of the Purchaser’s intention to exercise any
power, right or remedy pursuant to the Acquisition Documents with respect to Material Claims. In
no event shall the Purchaser, without the prior written consent of the Agent, waive, release or
discharge any person or entity with respect to any Undertaking or compromise or settle any
Undertaking or any claim or dispute with respect to any Undertaking, unless the Purchaser
determines in its reasonable business judgment that any such action will not have a material
adverse effect on the conduct of its business, and no such waiver, release, discharge, compromise
or settlement shall be effective without the prior written consent of the Agent, unless the
Purchaser determines in its reasonable business judgment that any such action will not have a
material adverse effect on the conduct of its business.



3. The Purchaser hereby irrevocably authorizes and empowers the Agent as its agent at any time
after the occurrence and during the continuance of an Event of Default (as such term is defined in
the Credit Agreement) to (a) either directly or on behalf of the Purchaser, assert any claims and
demands and enforce any rights and remedies as the Purchaser, may have, from time to time, with
respect to the Undertakings, as the Agent may deem proper, and (b) receive and collect any and all
proceeds, awards or amounts due to the Purchaser under any Acquisition Document (including, without
limitation, any amounts due such Purchaser in respect of any indemnification claims under any
Acquisition Document) and promptly apply all such amounts on account of the Obligations in
accordance with Section 8.10 of the Credit Agreement. The Purchaser hereby irrevocably, until the
Obligations are paid in full, makes, constitutes and appoints the Agent (and all officers,
employees or agents designated by the Agent) as the Purchaser’s true and lawful attorney to assert,
at any time after the occurrence and during the continuance of an Event of Default, any claims and
demands or enforce any rights and remedies with respect to the Undertakings and collect such
proceeds, awards and amounts with respect to the Undertakings and to apply such monies promptly to
the Obligations in such manner as the Agent shall elect.



4. The Purchaser hereby agrees and acknowledges that the Agent shall not be deemed to have
assumed any of the obligations or liabilities of the Purchaser under any Acquisition Document by
reason of this Assignment or otherwise, and further agrees to indemnify, protect, defend and hold
the Agent harmless from and with respect to any claims or demands by the Seller thereunder.


 


Ex. B-2 









 





5. The Purchaser hereby agrees that, after the occurrence and during the continuance of an
Event of Default, if the Purchaser shall receive any monies with respect to an Undertaking, whether
or not by reason of any assertion by either the Purchaser or the Agent of its rights under any
Acquisition Document, said monies shall be received in trust by the Purchaser for the Agent and
immediately turned over to the Agent by the Purchaser for prompt application to the Obligations in
such manner as the Agent shall elect.



6. The Purchaser hereby agrees that, after the occurrence and during the continuation of an
Event of Default, it shall not deduct or set off against any amounts owing by the Seller to the
Purchaser pursuant to a claim with respect to any Undertaking any amounts owed by the Purchaser to
the Seller, without the prior written consent of the Agent, unless such amount is no more than de
minimis.



7. This Assignment may be executed in several counterparts as deemed necessary or convenient,
each of which, when so executed, shall be deemed an original, provided that all such counterparts
shall be regarded as one and the same document, and either party to this Assignment may execute any
such agreement by executing a counterpart of such agreement.



8. THIS ASSIGNMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT
GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE
TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.



[The next page is the signature page.]




 


Ex. B-3 









 







IN WITNESS WHEREOF, this Assignment has been executed and delivered as of the day and year
first written above.



	 	 	 	 	 
	 	DOLAN MEDIA COMPANY

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 


Ex. B-4 









 





	 	 	 	 	 



	 	 	 	 	 
	AGREED AND ACCEPTED

this ___ day of November, 2009	 	 
	 
	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Bradley R. Sprang

Vice President
	 	 






 


Ex. B-5 









 





ACKNOWLEDGEMENT




The undersigned hereby acknowledges the foregoing Assignment and agrees that the Undertakings
shall inure to the benefit of the Agent and the Banks, and the Agent shall have the right to assert
and enforce all or any of such Undertakings against the undersigned, in each case in accordance
with the terms of the foregoing Assignment. The undersigned agrees that the undersigned shall not
deduct from or set off against any amount owing by the undersigned to the Agent, any Bank or the
Borrower pursuant to a claim with respect to any Undertaking, any amounts the undersigned claims
are due from the Agent, any Bank or the Borrower to the extent the same is prohibited by the terms
of the foregoing Assignment. The undersigned agrees and acknowledges that the Agent and the Banks
shall not be deemed to have assumed any of the obligations or liabilities of the Borrower under the
Acquisition Documents by reason of the Assignment or otherwise.



	 	 	 	 	 	 	 
	Dated: November __, 2009	 	DR HOLDCO LLC	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Title:
	 	 


	 	 
	 

	 	 	 	 

	 	 






 


Ex. B-6 









 





EXHIBIT C TO

SECOND AMENDMENT




JOINDER AGREEMENT (CREDIT AGREEMENT)




(See Attached)





 


 









 







JOINDER AGREEMENT




This Joinder Agreement (this “Agreement”), dated as of November 2, 2009 (the
“Effective Date”), is made by DISCOVERREADY LLC, a Delaware limited liability company (the
“New Borrower”), in favor of U.S. BANK NATIONAL ASSOCIATION, as Agent for the Banks under
the Credit Agreement (each as defined below).



RECITALS




A. Dolan Media Company, a Delaware corporation, Dolan Finance Company, a Minnesota
corporation, Dolan Publishing Company, a Delaware corporation, Dolan Publishing Finance Company, a
Minnesota corporation, Cleo Company, a Delaware corporation, Long Island Business News, Inc., a New
York corporation, Daily Journal of Commerce, Inc., a Delaware corporation, Lawyer’s Weekly, Inc., a
Delaware corporation, Legal Ledger, Inc., a Minnesota corporation, The Journal Record Publishing
Co., a Delaware corporation, Daily Reporter Publishing Company, a Delaware corporation, New Orleans
Publishing Group, Inc., a Louisiana corporation, NOPG, L.L.C., a Louisiana limited liability
company, Wisconsin Publishing Company, a Minnesota corporation, Legal Com of Delaware, Inc., a
Delaware corporation, Missouri Lawyers Media, Inc., a Missouri corporation, The Daily Record
Company, a Maryland corporation, Idaho Business Review, Inc., an Idaho corporation, Finance and
Commerce, Inc., a Minnesota corporation, Counsel Press, LLC, a Delaware limited liability company,
Arizona News Service, LLC, a Delaware limited liability company, Dolan DLN LLC, a Delaware limited
liability company, Dolan APC LLC, a Delaware limited liability company, American Processing
Company, LLC, a Michigan limited liability company, THP / NDEx AIV Corp., a Delaware corporation,
THP / NDEx AIV, L.P., a Delaware limited partnership, National Default Exchange Holdings, LP, a
Delaware limited partnership, National Default Exchange Management, Inc., a Delaware corporation,
National Default Exchange GP, LLC, a Delaware limited liability company, National Default Exchange,
LP, a Delaware limited partnership, NDEx Technologies, LLC, a Texas limited liability company, NDEx
West, LLC, a Delaware limited liability company and NDEx Title Services, L.L.C., a Texas limited
liability company (each individually, an “Existing Borrower” and, collectively, the
“Existing Borrowers”), the Borrowers’ Agent party thereto, the banks which are signatories
thereto (individually, a “Bank” and, collectively, the “Banks”), and U.S. Bank
National Association, as agent for the Banks (in such capacity, the “Agent”), have entered
into a Second Amended and Restated Credit Agreement dated as of August 8, 2007 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”).



B. The New Borrower desires to become a Borrower under the Credit Agreement and the other Loan
Documents (as defined therein).


 


Ex. C-1 









 





NOW THEREFORE, for and in consideration of the mutual covenants, conditions, stipulations and
agreements set forth herein and in the Credit Agreement and the other Loan Documents, and other
valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby consent
and agree as follows:



1. Capitalized terms used in this Agreement, but not otherwise defined, shall have the
meanings ascribed to them in the Credit Agreement.



2. Without in any manner affecting the Existing Borrowers’ joint and several liability under
the Loan Documents, the New Borrower hereby jointly and severally assumes and agrees to perform all
of the terms, restrictions, obligations and conditions of a “Borrower” under the Credit Agreement,
the Notes and each other Loan Document to which any Existing Borrower is a party and, by execution
of this Agreement, is hereby designated a “Borrower” for purposes of, and agrees to be bound by,
each and all terms of the Credit Agreement, the Notes and each other Loan Document to which any
Existing Borrower is a party. Without limiting the generality of the foregoing, the New Borrower
hereby (a) expressly agrees that it is jointly and severally liable for and assumes all Obligations
under the Credit Agreement, the Notes and all other Loan Documents to which any Existing Borrower
is a party, and (b) agrees to perform for the Agent’s and the Banks’ benefit and be bound by the
terms and covenants of the Credit Agreement, the Notes or each other Loan Document to which any
Existing Borrower is a party.



3. Subject to Section 5 hereof, the Agent confirms that the New Borrower is a “Borrower” under
the Loan Documents and all of the rights and obligations of a Borrower under the Credit Agreement
shall inure to and bind, as a joint and several obligor, the New Borrower.




4. The New Borrower represents to the Agent and the Banks that:




(a) It is a limited liability company duly organized, validly existing and in
good standing under the laws of the state of its formation, and has the power and
authority and the legal right to own and operate its properties and to conduct the
business in which it is currently engaged.




(b) It has the power and authority and the legal right to execute and deliver,
and to perform its obligations under, this Agreement, the Credit Agreement, the
Notes and all other Loan Documents and has taken all necessary action required by
its form of organization to authorize such execution, delivery and performance.




(c) This Agreement, the Credit Agreement, the Notes and all other Loan
Documents constitute its legal, valid and binding obligations enforceable in
accordance with their terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).


 


Ex. C-2 









 






(d) The execution, delivery and performance of this Agreement, the Credit
Agreement and all other Loan Documents will not (i) violate any provision of any
law, statute, rule or regulation or any order, writ, judgment, injunction, decree,
determination or award of any court, governmental agency or arbitrator presently in
effect having applicability to it, (ii) violate or contravene any provision of its
organizational documents, or (iii) result in a breach of or constitute a default
under any indenture, loan or credit agreement or any other
agreement, lease or instrument to which it is a party or by which it or any of
its properties may be bound or result in the creation of any lien thereunder. It is
not in default under or in violation of any such law, statute, rule or regulation,
order, writ, judgment, injunction, decree, determination or award or any such
indenture, loan or credit agreement or other agreement, lease or instrument in any
case in which the consequences of such default or violation could have a material
adverse effect on its business, operations, properties, assets or condition
(financial or otherwise).




(e) No order, consent, approval, license, authorization or validation of, or
filing, recording or registration with, or exemption by, any governmental or public
body or authority is required on its part to authorize, or is required in connection
with the execution, delivery and performance of, or the legality, validity, binding
effect or enforceability of, this Agreement, the Credit Agreement, the Notes and all
other Loan Documents.




(f) There are no actions, suits or proceedings pending or, to its knowledge,
threatened against or affecting it or any of its properties before any court or
arbitrator, or any governmental department, board, agency or other instrumentality
which, if determined adversely to it, would have a material adverse effect on its
business, operations, property or condition (financial or otherwise) or on its
ability to perform its obligations hereunder and under this Agreement, the Credit
Agreement, the Notes and all other Loan Documents.




(g) It expects to derive benefits from the transactions resulting in the
creation of the Obligations. The Agent and the Banks may rely conclusively on the
continuing warranty, hereby made, that the New Borrower continues to be benefited by
the Banks’ extension of credit accommodations to the Borrowers and neither the Agent
nor the Banks shall have any duty to inquire into or confirm the receipt of any such
benefits, and this Agreement, the Credit Agreement, the Notes and all other Loan
Documents to which it is a party shall be effective and enforceable by the Agent and
the Banks without regard to the receipt, nature or value of any such benefits.




(h) The representations and warranties contained in Article IV of the Credit
Agreement are true and correct, with respect to the New Borrower, as of the
Effective Date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they are true and correct as
of such earlier date, and after giving effect to this Agreement, there will exist no
breach of such representations and warranties.



5. Effectiveness. This Agreement shall become effective upon the Second Amendment
Effective Date.


 


Ex. C-3 









 





6. Governing Law and Construction. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF
THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING
EFFECT
TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES
APPLICABLE TO NATIONAL BANKS. Whenever possible, each provision of this Agreement and any other
statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto
shall be interpreted in such manner as to be effective and valid under such applicable law, but, if
any provision of this Agreement or any other statement, instrument or transaction contemplated
hereby or thereby or relating hereto or thereto shall be held to be prohibited or invalid under
such applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Agreement or any other statement, instrument or transaction contemplated hereby or thereby or
relating hereto or thereto.



7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.



8. Counterparts. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any of the parties hereto
may execute this Agreement by signing any such counterpart.



9. New Borrower Acknowledgements. The New Borrower hereby acknowledges that (a) it
has received from the Borrowers’ Agent true and correct copies of each Loan Document, (b) it has
been advised by counsel in the negotiation, execution and delivery of this Agreement, and (c) the
New Borrower shall rely entirely upon its own judgment with respect to its business, and any
review, inspection or supervision of, or information supplied to, the New Borrower by the Banks is
for the protection of the Banks and neither the New Borrower nor any third party is entitled to
rely thereon.



(REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK)



 


Ex. C-4 









 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above written.



	 	 	 	 	 
	 	DISCOVERREADY LLC,

as New Borrower

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for purposes of notice:

222 South Ninth Street

Suite 2300

Minneapolis, MN 55402

Attention:                     



 


Ex. C-5 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Agent

 	 
	 	By:  	 	 
	 	 	Bradley R. Sprang 	 
	 	 	Vice President 	 



 


Ex. C-6 









 





	 	 	 	 	 



EXHIBIT D TO

SECOND AMENDMENT




SECURITY AGREEMENT (DISCOVERREADY)




(See Attached)




 


 













 




SECURITY AGREEMENT

(discoverReady LLC)




THIS SECURITY AGREEMENT (this “Agreement”), dated as of November 2, 2009, is made and
given by DISCOVERREADY LLC, a Delaware limited liability company (the “Grantor”), to U.S.
BANK NATIONAL ASSOCIATION, a national banking association, as agent (in such capacity, together
with any successor in such capacity, the “Secured Party”) for the banks (the
“Banks”) party from time to time to the Credit Agreement defined below.



RECITALS




A. The Grantor (by way of joinder), the other entities parties thereto as “Borrowers”, the
Banks and the Secured Party have entered into a Second Amended and Restated Credit Agreement dated
as of August 8, 2007 (as the same may be amended, supplemented, extended, restated, or otherwise
modified from time to time, the “Credit Agreement”), pursuant to which the Banks have
agreed to extend to the Grantor and the other Borrowers certain credit accommodations.



B. It is a condition precedent to the obligation of the Secured Party to continue to extend
credit accommodations pursuant to the terms of the Credit Agreement that this Agreement be executed
and delivered by the Grantor.



C. The Grantor finds it advantageous, desirable and in its best interests to comply with the
requirement that it execute and deliver this Agreement to the Secured Party.



NOW, THEREFORE, in consideration of the premises and in order to induce the Banks to extend
credit accommodations to the Grantor under the Credit Agreement, the Grantor hereby agrees with the
Secured Party for the benefit of the Secured Party and the Banks as follows:




Section 1. Defined Terms.




1(a) As used in this Agreement, the following terms shall have the meanings indicated:




“Account” shall mean a right to payment of a monetary
obligation, whether or not earned by performance, (i) for property that has
been or is to be sold, leased, licensed, assigned, or otherwise disposed of,
(ii) for services rendered or to be rendered, (iii) for a policy of
insurance issued or to be issued, (iv) for a secondary obligation incurred
or to be incurred, (v) for energy provided or to be provided, (vi) for the
use or hire of a vessel under a charter or other contract, (vii) arising out
of the use of a credit or charge card or information contained on or for use
with the card, or (viii) as winnings in a lottery or other game of chance
operated, sponsored, licensed or authorized by a State or governmental unit
of a State, or person
licensed or authorized to operate the game by a State or governmental
unit of a State. The term includes health-care insurance receivables.


 


Ex. D-1









 






“Account Debtor” shall mean a Person who is obligated on or
under any Account, Chattel Paper, Instrument or General Intangible.




“Chattel Paper” shall mean a record or records that evidence
both a monetary obligation and a security interest in specific goods, a
security interest in specific goods and software used in the goods, a
security interest in specific goods and license of software used in the
goods, a lease of specific goods, or a lease of specific goods and license
of software used in the goods.




“Collateral” shall mean all property and rights in property now
owned or hereafter at any time acquired by the Grantor in or upon which a
Security Interest is granted to the Secured Party by the Grantor under this
Agreement.




“Default” shall mean any event which, with the giving of notice
or lapse of time, or both, would constitute an Event of Default.




“Deposit Account” shall mean any demand, time, savings,
passbook or similar account maintained with a bank.




“Document” shall mean a document of title or a warehouse
receipt.




“Equipment” shall mean all machinery, equipment, motor
vehicles, furniture, furnishings and fixtures, including all accessions,
accessories and attachments thereto, and any guaranties, warranties,
indemnities and other agreements of manufacturers, vendors and others with
respect to such Equipment.




“Event of Default” shall have the meaning given to such term in
0 hereof.




“Financing Statement” shall have the meaning given to such term
in 0 hereof.




“Fixtures” shall mean goods that have become so related to
particular real property that an interest in them arises under real property
law.


 


Ex. D-2









 






“General Intangibles” shall mean any personal property (other
than goods, Accounts, Chattel Paper, Deposit Accounts, Documents,
Instruments, Investment Property, Letter of Credit Rights and money)
including things in action, contract rights, payment intangibles,
software, corporate and other business records, inventions, designs,
patents, patent applications, service marks, trademarks, tradenames, trade
secrets, internet domain names, engineering drawings, good will,
registrations, copyrights, licenses, franchises, customer lists, tax refund
claims, royalties, licensing and product rights, rights to the retrieval
from third parties of electronically processed and recorded data and all
rights to payment resulting from an order of any court.




“Instrument” shall mean a negotiable instrument or any other
writing which evidences a right to the payment of a monetary obligation and
is not itself a security agreement or lease and is of a type which is
transferred in the ordinary course of business by delivery with any
necessary endorsement or assignment.




“Inventory” shall mean goods, other than farm products, which
are leased by a person as lessor, are held by a person for sale or lease or
to be furnished under a contract of service, are furnished by a person under
a contract of service, or consist of raw materials, work in process, or
materials used or consumed in a business or incorporated or consumed in the
production of any of the foregoing and supplies, in each case wherever the
same shall be located, whether in transit, on consignment, in retail
outlets, warehouses, terminals or otherwise, and all property the sale,
lease or other disposition of which has given rise to an Account and which
has been returned to the Grantor or repossessed by the Grantor or stopped in
transit.




“Investment Property” shall mean a security, whether
certificated or uncertificated, a security entitlement, a securities account
and all financial assets therein, a commodity contract or a commodity
account.




“Letter of Credit Right” shall mean a right to payment or
performance under a letter of credit, whether or not the beneficiary has
demanded or is at the time entitled to demand payment or performance.




“Lien” shall mean any security interest, mortgage, pledge,
lien, charge, encumbrance, title retention agreement or analogous instrument
or device (including the interest of the lessors under capitalized leases),
in, of or on any assets or properties of the Person referred to.




“Obligations” shall mean (a) all indebtedness, liabilities and
obligations of the Grantor and the other Borrowers to the Secured Party, the
Banks and/or the Rate Protection Providers (as defined in the Credit
Agreement) of every kind, nature or description under the Credit Agreement,
including the Grantor’s and the other Borrowers’ obligation
on any promissory note or notes under the Credit Agreement and any note
or notes hereafter issued in substitution or replacement thereof, (b) the
Rate Protection Obligations (as defined in the Credit Agreement), and (c)
all liabilities of the Grantor under this Agreement, in all of the foregoing
cases whether due or to become due, and whether now existing or hereafter
arising or incurred.


 


Ex. D-3









 






“Person” shall mean any individual, corporation, partnership,
limited partnership, limited liability company, joint venture, firm,
association, trust, unincorporated organization, government or governmental
agency or political subdivision or any other entity, whether acting in an
individual, fiduciary or other capacity.




“Security Interest” shall have the meaning given such term in
Section 2 hereof.



1(b) All other terms used in this Agreement which are not specifically defined herein shall
have the meaning assigned to such terms in Article 9 of the Uniform Commercial Code as in effect in
the State of Minnesota.



1(c) Unless the context of this Agreement otherwise clearly requires, references to the plural
include the singular, references to the singular include the plural and “or” has the inclusive
meaning represented by the phrase “and/or.” The words “include,” “includes” and “including” shall
be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein,”
“hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement. References to Sections are references to Sections in this
Agreement unless otherwise provided.



Section 2. Grant of Security Interest. As security for the payment and performance of
all of the Obligations, the Grantor hereby grants to the Secured Party for the ratable benefit of
the Secured Party and the Banks a security interest (the “Security Interest”) in all of the
Grantor’s right, title, and interest in and to the following, whether now or hereafter owned,
existing, arising or acquired and wherever located:




2(a) All Accounts;




2(b) All Chattel Paper;




2(c) All Deposit Accounts;




2(d) All Documents;




2(e) All Equipment;




2(f) All Fixtures;


 


Ex. D-4









 






2(g) All General Intangibles;




2(h) All Instruments;




2(i) All Inventory;




2(j) All Investment Property;




2(k) All Letter of Credit Rights; and



2(l) To the extent not otherwise included in the foregoing, all other rights to the payment of
money, including rents and other sums payable to the Grantor under leases, rental agreements and
other Chattel Paper; all books, correspondence, credit files, records, invoices, bills of lading,
and other documents relating to any of the foregoing, including, without limitation, all tapes,
cards, disks, computer software, computer runs, and other papers and documents in the possession or
control of the Grantor or any computer bureau from time to time acting for the Grantor; all rights
in, to and under all policies insuring the life of any officer, director, stockholder or employee
of the Grantor, the proceeds of which are payable to the Grantor; all accessions and additions to,
parts and appurtenances of, substitutions for and replacements of any of the foregoing; and all
proceeds (including insurance proceeds) and products thereof.



Notwithstanding the foregoing provisions of this Section 2, the pledge and grant of a Lien and
Security Interest as provided herein shall not extend to, and the term “Collateral” shall not
include, any contract, Instrument, license or Chattel Paper in which the Grantor has any right,
title or interest in and to the extent such contract, Instrument, license or Chattel Paper includes
an enforceable provision containing a restriction on assignment such that the creation of a
security interest in the right, title or interest of the Grantor therein would be prohibited and
would, in and of itself, cause or result in a default thereunder enabling another Person party to
such contract, Instrument, license or Chattel Paper to enforce any remedy with respect thereto (the
“Excluded Collateral”); provided that the foregoing exclusion shall not apply if
(a) such prohibition has been waived or such other Person has otherwise consented to the creation
hereunder of a security interest in such contract, Instrument, license or Chattel Paper or (b) such
prohibition would be rendered ineffective pursuant to Sections 9-407(a) or 9-408(a) of Article 9 of
the Uniform Commercial Code, as applicable and as then in effect in any relevant jurisdiction, or
any other applicable law (including the Bankruptcy Code) or principles of equity; provided,
further, that immediately upon the ineffectiveness or lapse or termination of any such
provision, the Collateral shall include, and such Debtor shall be deemed to have granted a security
interest in, all its rights, title and interests in and to such contract, Instrument, license or
Chattel Paper as if such provision had never been in effect; and provided, further,
that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise
affect the Secured Party’s unconditional continuing security interest in and to all rights, title
and interests of the Grantor in or to any payment obligations or other rights to receive monies due
or to become due under any such contract, Instrument, license or Chattel Paper and in any such
monies and other proceeds of such contract, Instrument, license or Chattel Paper.


 


Ex. D-5









 





Section 3. Grantor Remains Liable. Anything herein to the contrary notwithstanding,
(a) the Grantor shall remain liable under the Accounts, Chattel Paper, General Intangibles and
other items included in the Collateral to the extent set forth therein to perform all of its duties
and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Secured Party of any of the rights hereunder shall not release the Grantor from any
of its duties or obligations under the Accounts or any other items included in the Collateral, and
(c) neither the Secured Party nor any Bank shall have any obligation or liability under Accounts,
Chattel Paper, General Intangibles and other items included in the Collateral by reason of this
Agreement, nor shall the Secured Party or any Bank be obligated to perform any of the obligations
or duties of the Grantor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.



Section 4. Title to Collateral. Except for dispositions permitted under Section 5,
the Grantor has (or will have at the time it acquires rights in Collateral hereafter acquired or
arising) and will maintain so long as the Security Interest may remain outstanding, title to each
item of Collateral (including the proceeds and products thereof), free and clear of all Liens
except the Security Interest and except Liens permitted by the Credit Agreement (the “Permitted
Liens”). The Grantor will not license any Collateral except in the ordinary course of
business. The Grantor will defend the Collateral against all claims or demands of all Persons
(other than the Secured Party) claiming the Collateral or any interest therein, subject to the
rights of Persons holding Permitted Liens. As of the date of execution of this Agreement, no
effective financing statement or other similar document used to perfect and preserve a security
interest under the laws of any jurisdiction (a “Financing Statement”) covering all or any
part of the Collateral is on file in any recording office, except such as may have been filed (a)
in favor of the Secured Party for the benefit of the Banks relating to this Agreement, or (b) to
perfect Permitted Liens.



Section 5. Disposition of Collateral. The Grantor will not sell, lease or otherwise
dispose of, or discount or factor with or without recourse, any Collateral, except for sales of
items of Inventory in the ordinary course of business and dispositions of Equipment which are
immediately replaced with comparable replacement equipment and except as permitted under the Credit
Agreement.



Section 6. Names, Offices, Locations, Jurisdiction of Organization. The Grantor’s
legal name (as set forth in its constituent documents filed with the appropriate governmental
official or agency) and jurisdiction of organization is as set forth in the opening paragraph
hereof. The organizational number of the Grantor is set forth on the signature page of this
Agreement. The Grantor will from time to time at the reasonable request of the Secured Party
provide the Secured Party with current good standing certificates and/or state-certified
constituent documents from the appropriate governmental officials no more than once in any
twelve-month period unless an Event of Default has occurred and is continuing. The chief place of
business and chief executive office of the Grantor are located at its address set forth on the
signature page hereof. The Grantor will not locate or relocate any item of Collateral into any
jurisdiction in which an additional Financing Statement would be required to be filed to maintain
the Secured Party’s perfected security interest in such Collateral and will not change its name,
the location of its chief place of business and chief executive office or its corporate structure
(including without limitation, its jurisdiction of organization) unless the Secured Party has
been given at least 30 days prior written notice thereof and the Grantor has executed and delivered
to the Secured Party such Financing Statements and other instruments reasonably requested by the
Secured Party during such 30 day period to continue the perfection of the Security Interest,
provided that the foregoing shall not affect the Grantor’s obligations under Section 8.


 


Ex. D-6









 





Section 7. Rights to Payment. Except as the Grantor may otherwise advise the Secured
Party in writing, each Account, Chattel Paper, Document, General Intangible and Instrument
constituting or evidencing Collateral is (or, in the case of all future Collateral, will be when
arising or issued), to the knowledge of the Grantor, the valid, genuine and legally enforceable
obligation of the Account Debtor or other obligor named therein or in the Grantor’s records
pertaining thereto as being obligated to pay or perform such obligation. Without the Secured
Party’s prior written consent, the Grantor will not agree to any modifications, amendments,
subordinations, cancellations or terminations of the obligations of any such Account Debtors or
other obligors except in the ordinary course of business. The Grantor will perform and comply in
all material respects with all its obligations under any items included in the Collateral and
exercise promptly and diligently its rights thereunder.




Section 8. Further Assurances; Attorney-in-Fact.



8(a) The Grantor agrees that from time to time, at its expense, it will promptly execute and
deliver all further instruments and documents, and take all further action, that the Secured Party
may reasonably request, in order to perfect and protect the Security Interest granted or purported
to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies
hereunder with respect to any Collateral (but any failure to request or assure that the Grantor
execute and deliver such instrument or documents or to take such action shall not affect or impair
the validity, sufficiency or enforceability of this Agreement and the Security Interest, regardless
of whether any such item was or was not executed and delivered or action taken in a similar context
or on a prior occasion). Without limiting the generality of the foregoing, the Grantor will,
promptly and from time to time at the reasonable request of the Secured Party: (i) execute and
file such Financing Statements or continuation statements in respect thereof, or amendments
thereto, and such other instruments or notices (including fixture filings with any necessary legal
descriptions as to any goods included in the Collateral which the Secured Party determines might be
deemed to be fixtures, and instruments and notices with respect to vehicle titles), as may be
necessary or desirable, or as the Secured Party may reasonably request, in order to perfect,
preserve, and enhance the Security Interest granted or purported to be granted hereby; (ii) obtain
from any bailee holding any material item of Collateral an acknowledgement, in form reasonably
satisfactory to the Secured Party that such bailee holds such collateral for the benefit of the
Secured Party; (iii) obtain from any securities intermediary, or other party holding any item of
Collateral constituting uncertified securities, book-entry securities or securities entitlements,
control agreements in form reasonably satisfactory to the Secured Party; and (iv) deliver and
pledge to the Secured Party, all Instruments and Documents, duly indorsed or accompanied by duly
executed instruments of transfer or assignment, with full recourse to the Grantor, all in form and
substance reasonably satisfactory to the Secured Party.


 


Ex. D-7









 





8(b) The Grantor hereby authorizes the Secured Party to file one or more Financing Statements
or continuation statements in respect thereof, and amendments thereto, relating to all or any part
of the Collateral without the signature of the Grantor where permitted by law. The Grantor
irrevocably waives any right to notice of any such filing. A photocopy or other reproduction of
this Agreement or any Financing Statement covering the Collateral or any part thereof shall be
sufficient as a Financing Statement where permitted by law.



8(c) The Grantor will furnish to the Secured Party from time to time statements and schedules
further identifying and describing the Collateral and such other reports in connection with the
Collateral as the Secured Party may reasonably request, all in reasonable detail and in form and
substance reasonably satisfactory to the Secured Party.



8(d) In furtherance, and not in limitation, of the other rights, powers and remedies granted
to the Secured Party in this Agreement, the Grantor hereby appoints the Secured Party the Grantor’s
attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the
Grantor or otherwise, from time to time in the Secured Party’s good faith discretion upon the
occurrence and during the continuance of an Event of Default, to take any action (including the
right to collect on any Collateral) and to execute any instrument that the Secured Party may
reasonably believe is necessary or advisable to accomplish the purposes of this Agreement, in a
manner consistent with the terms hereof.



Section 9. Taxes and Claims. The Grantor will promptly pay all taxes and other
governmental charges levied or assessed upon or against any Collateral or upon or against the
creation, perfection or continuance of the Security Interest, as well as all other claims of any
kind (including claims for labor, material and supplies) against or with respect to the Collateral,
except to the extent (a) such taxes, charges or claims are being contested in good faith by
appropriate proceedings, (b) such proceedings do not involve any material danger of the sale,
forfeiture or loss of any of the Collateral or any interest therein and (c) such taxes, charges or
claims are adequately reserved against on the Grantor’s books in accordance with generally accepted
accounting principles.



Section 10. Books and Records. The Grantor will keep and maintain at its own cost and
expense satisfactory and complete records of the Collateral, including a record of all payments
received and credits granted with respect to all Accounts, Chattel Paper and other items included
in the Collateral.



Section 11. Inspection, Reports, Verifications. The Grantor will at all reasonable
times permit the Secured Party or its representatives or any other Person designated pursuant to
Section 5.5 of the Credit Agreement (a “Designated Person”) to examine or inspect any
Collateral, any evidence of Collateral and the Grantor’s books and records concerning the
Collateral, wherever located in accordance with Section 5.5 of the Credit Agreement. The Grantor
will from time to time as reasonably requested by the Secured Party furnish to the Secured Party a
report on its Accounts, Chattel Paper, General Intangibles and Instruments, naming the Account
Debtors or other obligors thereon, the amount due and the aging thereof. After the occurrence and
during the continuance of an Event of Default, the Secured Party, its designee or any other
Designated
Person is authorized to contact Account Debtors and other Persons obligated on any such
Collateral from time to time to verify the existence, amount and/or terms of such Collateral.


 


Ex. D-8









 





Section 12. Notice of Loss. The Grantor will promptly notify the Secured Party of any
loss of or material damage to any material item of Collateral or of any substantial adverse change,
known to the Grantor, in any material item of Collateral or the prospect of payment or performance
thereof.



Section 13. Insurance. The Grantor will keep the Inventory and Equipment insured to
the extent required by Section 5.3 of the Credit Agreement. Each such policy or the certificate
with respect thereto shall provide that such policy shall not be canceled or allowed to lapse
unless at least 30 days prior written notice is given to the Secured Party.



Section 14. Lawful Use; Fair Labor Standards Act. The Grantor will use and keep the
Collateral, and will require that others use and keep the Collateral, only for lawful purposes,
without violation, in any material respect, of any federal, state or local law, statute or
ordinance. All Inventory of the Grantor as of the date of this Agreement that was produced by the
Grantor or with respect to which the Grantor performed any manufacturing or assembly process was
produced by the Grantor (or such manufacturing or assembly process was conducted) in compliance in
all material respects with all requirements of the Fair Labor Standards Act, and all Inventory
produced, manufactured or assembled by the Grantor after the date of this Agreement will be so
produced, manufactured or assembled, as the case may be.



Section 15. Action by the Secured Party. If the Grantor at any time fails to perform
or observe any of the foregoing agreements, the Secured Party shall have (and the Grantor hereby
grants to the Secured Party) the right, power and authority (but not the duty) to perform or
observe such agreement on behalf and in the name, place and stead of the Grantor (or, at the
Secured Party’s option, in the Secured Party’s name) and to take any and all other actions which
the Secured Party may reasonably deem necessary to cure or correct such failure (including, without
limitation, the payment of taxes, the satisfaction of Liens, the procurement and maintenance of
insurance, the execution of assignments, security agreements and Financing Statements, and the
indorsement of instruments); and the Grantor shall thereupon pay to the Secured Party on demand the
amount of all monies expended and all costs and expenses (including reasonable attorneys’ fees and
legal expenses) incurred by the Secured Party in connection with or as a result of the performance
or observance of such agreements or the taking of such action by the Secured Party, together with
interest thereon from the date expended or incurred at the highest lawful rate then applicable to
any of the Obligations, and all such monies expended, costs and expenses and interest thereon shall
be part of the Obligations secured by the Security Interest.


 


Ex. D-9









 





Section 16. Insurance Claims. As additional security for the payment and performance
of the Obligations, the Grantor hereby assigns to the Secured Party any and all monies (including
proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other
rights of the Grantor with respect to, any and all policies of insurance now or at any time
hereafter covering the Collateral or any evidence thereof or any business records or valuable
papers pertaining thereto. At any time after the occurrence and during the continuance of any
Event of Default, the Secured Party may (but need not), in the Secured Party’s name or in the
Grantor’s name, execute and deliver proofs of claim, receive all such monies, indorse checks and
other instruments representing payment of such monies, and adjust, litigate, compromise or release
any claim against the issuer of any such policy. Notwithstanding any of the foregoing, so long as
no Event of Default exists the Grantor shall be entitled to all insurance proceeds with respect to
Equipment or Inventory provided that such proceeds are applied to the cost of replacement Equipment
or Inventory.



Section 17. The Secured Party’s Duties. The powers conferred on the Secured Party
hereunder are solely to protect its and the Banks’ interest in the Collateral and shall not impose
any duty upon it to exercise any such powers. The Secured Party shall be deemed to have exercised
reasonable care in the safekeeping of any Collateral in its possession if such Collateral is
accorded treatment substantially equal to the safekeeping which the Secured Party accords its own
property of like kind. Except for the safekeeping of any Collateral in its possession and the
accounting for monies and for other properties actually received by it hereunder, neither the
Secured Party nor any Bank shall have any duty, as to any Collateral, as to ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative
to any Collateral, whether or not the Secured Party or any Bank has or is deemed to have knowledge
of such matters, or as to the taking of any necessary steps to preserve rights against any Persons
or any other rights pertaining to any Collateral. The Secured Party will take action in the nature
of exchanges, conversions, redemptions, tenders and the like requested in writing by the Grantor
with respect to the Collateral in the Secured Party’s possession if the Secured Party in its
reasonable judgment determines that such action will not impair the Security Interest or the value
of the Collateral, but a failure of the Secured Party to comply with any such request shall not of
itself be deemed a failure to exercise reasonable care with respect to the taking of any necessary
steps to preserve rights against any Persons or any other rights pertaining to any Collateral.



Section 18. Default. Each of the following occurrences shall constitute an Event of
Default under this Agreement: (a) the Grantor shall fail to observe or perform any covenant or
agreement applicable to the Grantor under this Agreement and such failure to observe or perform
shall continue for 30 calendar days; or (b) any representation or warranty made by the Grantor in
this Agreement or any schedule, exhibit, supplement or attachment hereto or in any financial
statements, or reports or certificates heretofore or at any time hereafter submitted by or on
behalf of the Grantor to the Secured Party shall prove to have been false or misleading when made
in any material respect; or (c) any Event of Default shall occur under the Credit Agreement.



Section 19. Remedies on Default. Upon the occurrence and during the continuance of an
Event of Default:



19(a) The Secured Party may exercise and enforce any and all rights and remedies available
upon default to a secured party under Article 9 of the Uniform Commercial Code as in effect in the
State of Minnesota.


 


Ex. D-10









 





19(b) The Secured Party shall have the right to enter upon and into and take possession of all
or such part or parts of the properties of the Grantor, including lands, plants, buildings,
Equipment, Inventory and other property as may be necessary or appropriate in the judgment of the
Secured Party to permit or enable the Secured Party to manufacture, produce, process, store or sell
or complete the manufacture, production, processing, storing or sale of all or any part of the
Collateral, as the Secured Party may elect, and to use and operate said properties for said
purposes and for such length of time as the Secured Party may deem necessary or appropriate for
said purposes without the payment of any compensation to the Grantor therefor. The Secured Party
may require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon
request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the
Secured Party and make it available to the Secured Party at a place or places to be designated by
the Secured Party.



19(c) Any disposition of Collateral may be in one or more parcels at public or private sale,
at any of the Secured Party’s offices or elsewhere, for cash, on credit, or for future delivery,
and upon such other terms as the Secured Party may reasonably believe are commercially reasonable.
The Secured Party shall not be obligated to dispose of Collateral regardless of notice of sale
having been given, and the Secured Party may adjourn any public or private sale from time to time
by announcement made at the time and place fixed therefor, and such disposition may, without
further notice, be made at the time and place to which it was so adjourned.



19(d) The Secured Party is hereby granted a license or other right to use, without charge, all
of the Grantor’s property, including, without limitation, all of the Grantor’s labels, trademarks,
copyrights, patents and advertising matter, or any property of a similar nature, as it pertains to
the Collateral, in completing production of, advertising for sale and selling any Collateral, and
the Grantor’s rights under all licenses and all franchise agreements shall inure to the Secured
Party’s benefit until the Obligations are paid in full.



19(e) If notice to the Grantor of any intended disposition of Collateral or any other intended
action is required by law in a particular instance, such notice shall be deemed commercially
reasonable if given in the manner specified for the giving of notice in 0 hereof at least ten
calendar days prior to the date of intended disposition or other action, and the Secured Party may
exercise or enforce any and all other rights or remedies available by law or agreement against the
Collateral, against the Grantor, or against any other Person or property. The Secured Party (i)
may dispose of the Collateral in its then present condition or following such preparation and
processing as the Secured Party deems commercially reasonable, (ii) shall have no duty to prepare
or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet
enjoyment and the like, and (iv) may comply with any applicable state or federal law requirements
in connection with a disposition of the Collateral and none of the foregoing actions shall be
deemed to adversely affect the commercial reasonableness of the disposition of the Collateral.


 


Ex. D-11









 





19(f) The Secured Party, at any time after the occurrence and during the continuance of an
Event of Default, may require that the Grantor instruct all current and future
account debtors and obligors on other Collateral to make all payments directly to a lockbox
(the “Lockbox”) controlled by the Secured Party. All payments received in the Lockbox
shall be transferred to a special bank account (the “Collateral Account”) maintained at the
Secured Party subject to withdrawal by the Secured Party only. After the Secured Party’s exercise
of its rights to direct account debtors or other obligors on any Collateral to make payments
directly to the Secured Party or to require the Grantor to establish a Lockbox, the Grantor shall
immediately deliver all full and partial payments on any Collateral received by the Grantor to the
Secured Party in their original form, except for endorsements where necessary. Until such payments
are so delivered to the Secured Party, such payments shall be held in trust by the Grantor for and
as the Secured Party’s property, and shall not be commingled with any funds of the Grantor. After
an Event of Default has occurred and is continuing, the Secured Party shall apply all collections
in accordance with Section 21 hereof. Any application of any collection to the payment of any
Obligation is conditioned upon final payment of any check or other instrument.



Section 20. Remedies as to Certain Rights to Payment. Upon the occurrence of and
during the continuance of an Event of Default the Secured Party may (i) notify any Account Debtor
or other Person obligated on any Accounts or other Collateral that the same have been assigned or
transferred to the Secured Party and that the same should be performed as requested by, or paid
directly to, the Secured Party, as the case may be, and the Grantor shall join in giving such
notice, if the Secured Party so requests, and (ii) the Secured Party may, in the Secured Party’s
name or in the Grantor’s name, demand, sue for, collect or receive any money or property at any
time payable or receivable on account of, or securing, any such Collateral or grant any extension
to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the
obligation of any such Account Debtor or other Person. If any payments on any such Collateral are
received by the Grantor after an Event of Default has occurred and during the continuance thereof,
such payments shall be held in trust by the Grantor as the property of the Secured Party and shall
not be commingled with any funds or property of the Grantor and shall be forthwith remitted to the
Secured Party for application on the Obligations.



Section 21. Application of Proceeds. All cash proceeds received by the Secured Party
in respect of any sale of, collection from, or other realization upon all or any part of the
Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral
for, or then or at any time thereafter be applied in whole or in part by the Secured Party against,
all or any part of the Obligations (including, without limitation, any expenses of the Secured
Party payable pursuant to 0 hereof) in accordance with Section 8.10 of the Credit Agreement;
provided, however, that notwithstanding the foregoing, the Secured Party shall be
entitled to retain and apply in accordance with Section 8.10 of the Credit Agreement not more than
eighty-five percent (85%) of the net cash proceeds of any such sale, collection or other
realization of, from or upon the Collateral.


 


Ex. D-12









 





Section 22. Costs and Expenses; Indemnity. The Grantor will pay or reimburse the
Secured Party on demand for all out-of-pocket expenses (including in each case all filing and
recording fees and taxes and all reasonable fees and expenses of counsel and of any experts and
agents) incurred by the Secured Party or any Bank in connection with the creation, perfection,
protection, satisfaction, foreclosure or enforcement of the Security Interest and the
preparation, administration, continuance, amendment or enforcement of this Agreement, and all such
costs and expenses shall be part of the Obligations secured by the Security Interest. The Grantor
shall indemnify and hold the Secured Party and each Bank harmless from and against any and all
claims, losses and liabilities (including reasonable attorneys’ fees) growing out of or resulting
from this Agreement and the Security Interest hereby created (including enforcement of this
Agreement) or the Secured Party’s actions pursuant hereto, except claims, losses or liabilities
resulting from the Secured Party’s gross negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction. Any liability of the Grantor to indemnify and hold
the Secured Party and each Bank harmless pursuant to the preceding sentence shall be part of the
Obligations secured by the Security Interest. The obligations of the Grantor under this Section
shall survive any termination of this Agreement.



Section 23. Waivers; Remedies; Marshalling. This Agreement can be waived, modified,
amended, terminated (other than termination pursuant to Section 28 hereof) or discharged, and the
Security Interest can be released, only explicitly in a writing signed by the Secured Party. A
waiver so signed shall be effective only in the specific instance and for the specific purpose
given. Mere delay or failure to act shall not preclude the exercise or enforcement of any rights
and remedies available to the Secured Party. All rights and remedies of the Secured Party shall be
cumulative and may be exercised singly in any order or sequence, or concurrently, at the Secured
Party’s option, and the exercise or enforcement of any such right or remedy shall neither be a
condition to nor bar the exercise or enforcement of any other. The Grantor hereby waives all
requirements of law, if any, relating to the marshalling of assets which would be applicable in
connection with the enforcement by the Secured Party of its remedies hereunder, absent this waiver.



Section 24. Notices. Any notice or other communication to any party in connection
with this Agreement shall be in writing and shall be sent by manual delivery, facsimile
transmission, overnight courier or United States mail (postage prepaid) addressed to such party at
the address specified on the signature page hereof, or at such other address as such party shall
have specified to the other party hereto in writing. All periods of notice shall be measured from
the date of delivery thereof if manually delivered, from the date of sending thereof if sent by
facsimile transmission, from the first business day after the date of sending if sent by overnight
courier, or from four days after the date of mailing if mailed.



Section 25. Grantor Acknowledgments. The Grantor hereby acknowledges that (a) it has
been advised by counsel in the negotiation, execution and delivery of this Agreement, (b) neither
the Secured Party nor any Bank has any fiduciary relationship to the Grantor, the relationship
being solely that of debtor and creditor, and (c) no joint venture exists between the Grantor and
the Secured Party or any Bank.


 


Ex. D-13









 





Section 26. Continuing Security Interest; Assignments under Credit Agreement. This
Agreement shall (a) create a continuing security interest in the Collateral and shall remain in
full force and effect until payment in full of the Obligations and the expiration of the
obligations, if any, of the Secured Party to extend credit accommodations to the Grantor and any
other
Borrower, (b) be binding upon the Grantor, its successors and assigns, and (c) inure to the
benefit of, and be enforceable by, the Secured Party and its successors, transferees, and assigns.
Without limiting the generality of the foregoing clause (c), the Secured Party may assign or
otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to
any other Persons to the extent and in the manner provided in the Credit Agreement and may
similarly transfer all or any portion of its rights under this Agreement to such Persons.




Section 27. [Intentionally Omitted.]



Section 28. Termination of Security Interest. Upon payment in full of the Obligations
and the expiration of any obligation of the Secured Party and the Banks to extend credit
accommodations to the Grantor and each other Borrower under the Credit Agreement, the Security
Interest granted hereby shall terminate. Upon any such termination, the Secured Party will return
to the Grantor such of the Collateral then in the possession of the Secured Party as shall not have
been sold or otherwise applied pursuant to the terms hereof and execute and deliver to the Grantor
such documents as the Grantor shall reasonably request to evidence such termination. Any reversion
or return of Collateral upon termination of this Agreement and any instruments of transfer or
termination shall be at the expense of the Grantor and shall be without warranty by, or recourse
on, the Secured Party or any Bank. As used in this Section, “Grantor” includes any assigns of
Grantor, any Person holding a subordinate security interest in any of the Collateral or whoever
else may be lawfully entitled to any part of the Collateral. At the request and sole expense of
the Grantor, the Grantor shall be released from its obligations hereunder in the event that all of
the Equity Interests of the Grantor shall be sold, transferred or otherwise disposed of in a
transaction consented to by the Majority Banks (as defined in the Credit Agreement) or otherwise
permitted by Section 6.1 of the Credit Agreement; provided that the Borrowers’ Agent shall
have delivered to the Secured Party, at least five business days prior to the date of the proposed
release, a written request for release identifying the relevant Grantor and the terms of the sale
or other disposition in reasonable detail, including the price thereof and any expenses in
connection therewith, together with a certification by the Borrowers’ Agent stating that such
transaction is in compliance with the Credit Agreement and the other Loan Documents.



Section 29. Governing Law and Construction. THE VALIDITY, CONSTRUCTION AND
ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT
GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
MINNESOTA. Whenever possible, each provision of this Agreement and any other statement, instrument
or transaction contemplated hereby or relating hereto shall be interpreted in such manner as to be
effective and valid under such applicable law, but, if any provision of this Agreement or any other
statement, instrument or transaction contemplated hereby or relating hereto shall be held to be
prohibited or invalid under such applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of
this Agreement or any other statement, instrument or transaction contemplated hereby or
relating hereto.


 


Ex. D-14









 





Section 30. Consent to Jurisdiction. AT THE OPTION OF THE SECURED PARTY, THIS
AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY;
AND THE GRANTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT
THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT THE GRANTOR COMMENCES ANY ACTION IN
ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM
THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE SECURED PARTY AT ITS OPTION SHALL BE ENTITLED TO
HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH
TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.



Section 31. Waiver of Notice and Hearing. THE GRANTOR HEREBY WAIVES ALL RIGHTS TO A
JUDICIAL HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE SECURED PARTY OF ITS RIGHTS TO POSSESSION
OF THE COLLATERAL WITHOUT JUDICIAL PROCESS OR OF ITS RIGHTS TO REPLEVY, ATTACH, OR LEVY UPON THE
COLLATERAL WITHOUT PRIOR NOTICE OR HEARING. THE GRANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY
COUNSEL OF ITS CHOICE WITH RESPECT TO THIS PROVISION AND THIS AGREEMENT.



Section 32. Waiver of Jury Trial. THE GRANTOR AND THE SECURED PARTY BY THEIR
ACCEPTANCE OF THIS AGREEMENT, IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



Section 33. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.



Section 34. General. All representations and warranties contained in this Agreement
or in any other agreement between the Grantor and the Secured Party or any Bank shall survive the
execution, delivery and performance of this Agreement and the creation and payment of the
Obligations. The Grantor waives notice of the acceptance of this Agreement by the Secured Party.
Captions in this Agreement are for reference and convenience only and shall not affect the
interpretation or meaning of any provision of this Agreement.



[Remainder of this page intentionally left blank.]



 


Ex. D-15









 





IN WITNESS WHEREOF, the Grantor and the Secured Party have caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Organizational ID #                     	 	 	 	DISCOVERREADY LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 






Address for Grantor:


222 South Ninth Street

Suite 2300

Minneapolis, MN 55402

Fax (612) 317-9434

Attention:                     





 


Ex. D-16









 







ACCEPTED:



U.S. BANK NATIONAL ASSOCIATION,

as Secured Party



	 	 	 	 	 
	By

	 	 

	 	 
	 

	 	Bradley R. Sprang	 	 
	 

	 	Vice President	 	 






Address for the Secured Party:

U.S. Bank National Association

800 Nicollet Mall

Minneapolis, MN 55402

Fax: (612) 303-2264

Attention: Bradley R. Sprang (BC-MN-H03Q)





 


Ex. D-17









 







EXHIBIT E TO

SECOND AMENDMENT




AMENDMENT TO PLEDGE AGREEMENT (DOLAN)

(See Attached)





 


 









 







FIRST AMENDMENT TO PLEDGE AGREEMENT

(Dolan Media Company)




THIS FIRST AMENDMENT TO PLEDGE AGREEMENT (this “Amendment”), made and entered into as
of November 2, 2009, is made and given by DOLAN MEDIA COMPANY, a Delaware corporation (the
“Pledgor”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association as
Agent (in such capacity, together with any successors in such capacity, the “Secured
Party”) for the banks (the “Banks”) party from time to time to the Credit Agreement
defined below.



RECITALS




A. The Pledgor, the other Borrowers party thereto, the Borrower’s Agent, the Banks and the
Secured Party are parties to a Second Amended and Restated Credit Agreement dated as of August 8,
2007 (as the same may hereafter be amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”) pursuant to which the Banks agreed to extend to the
Pledgor and the other Borrowers certain credit accommodations.



B. The Pledgor has executed a Pledge Agreement in favor of the Secured Party dated as of
August 31, 2004 (the “Pledge Agreement”).



C. The Pledgor is the owner of the shares of stock, membership interests or other ownership
interests (the “Pledged Equity Interests”) described in Schedule I hereto issued by the
entities named therein.



D. It is a condition precedent to the obligation of the Banks to continue to extend credit
accommodations pursuant to the terms of the Credit Agreement that this Amendment be executed and
delivered by the Pledgor.



E. The Pledgor finds it advantageous, desirable and in the best interests of the Pledgor to
comply with the requirement that this Amendment be executed and delivered to the Secured Party for
the benefit of the Secured Party and the Banks.



AGREEMENT




NOW, THEREFORE, in consideration of the premises and in order to induce the Banks to continue
to extend credit accommodations to the Pledgor thereunder, the Pledgor hereby agrees with the
Secured Party for the benefit of the Secured Party and the Banks as follows:



Section 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Pledge Agreement, unless the context shall
otherwise require.


 


Ex. E-1









 





Section 2. Amendments. The Pledge Agreement is hereby amended as follows:




2.1. Recital B. Recital B of the Pledge Agreement is amended in its entirety
to read as follows:




B. The Pledgor is the owner of the shares of stock, membership interests or
other ownership interests (the “Equity Interests”) described in Schedule I hereto
issued by the entities named therein.




2.2. Pledge. Section 2(b) of the Pledge Agreement is amended in its entirety
to read as follows:




2(b) All additional shares of stock, membership interests or other ownership
interests of any issuer of the Pledged Equity Interests from time to time acquired
by the Pledgor in any manner, and the certificates representing such additional
 shares, membership interest, or other ownership interests, and all dividends, cash,
instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares.




2.3. Certain Warranties and Covenants. Section 4(e) of the Pledge Agreement is
amended in its entirety to read as follows:




4(e) The Pledged Equity Interests constitute the percentage of the issued
and outstanding shares of stock, membership interests or other equity interests of
the respective issuers thereof indicated on Schedule I (if any such percentage is so
indicated).




2.4. Voting Rights; Dividends; Etc. Section 6(a) of the Pledge Agreement is
amended in its entirety to read as follows:




6(a) Subject to paragraph (d) of this Section 6, the Pledgor shall be
entitled to exercise or refrain from exercising any and all voting and other
consensual rights pertaining to the Pledged Equity Interests or any other stock,
membership interests, or other equity interests that become part of the Collateral
or any part thereof for any purpose not inconsistent with the terms of this
Agreement or the Credit Agreement; provided, however, that the Pledgor shall not
exercise or refrain from exercising any such right if such action could reasonably
be expected to have a material adverse effect on the value of the Collateral or any
material part thereof.




2.5. Additional Shares. The heading of Section 7 is amended to read as
follows: “Additional Equity Interests.”


 


Ex. E-2









 






2.6. Additional Equity Interests. Section 7(b) of the Pledge Agreement is
amended in its entirety to read as follows:




7(b) The Pledgor agrees that it will (i) cause each issuer of the Pledged
Shares that it controls not to issue any stock or other securities, membership
interests, or other equity interests in addition to or in substitution for the
Pledged Equity Interests issued by such issuer, except to the Pledgor and, in the
case of discoverReady LLC, a Delaware limited liability company (“discoverReady”),
issuances to its other members that do not, individually or in the aggregate, reduce
the percentage interest that Pledgor owns in discoverReady below 85%, and (ii)
pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof,
any and all additional shares of stock or other securities, membership interests, or
equity interests of each issuer of the Pledge Shares.




2.7. Pledged Equity Interests. Each instance of the term “Pledged Shares”, as
it appears in the Pledge Agreement, is deleted and replaced with the term “Pledged Equity
Interests”.




2.8. Schedule I. Schedule I to the Pledge Agreement is hereby amended in its
entirety to read as set forth on Schedule I hereto which is made part of the Pledge
Agreement as Schedule I thereto.



Section 3. Effectiveness of Amendments. The amendments contained in this Amendment
shall become effective upon delivery by the Pledgor of, and compliance by the Pledgor with, the
following:




3.1. This Amendment duly executed by the Pledgor and the Secured Party.




3.2. A certificate representing and evidencing the Pledged Equity Interests in
discoverReady LLC represented by certificate no. 1, duly endorsed to be in blank in favor of
the Agent.




3.3. Certified copies of all documents evidencing any necessary corporate action,
consent or governmental or regulatory approval (if any) with respect to this Amendment and
any other instrument or agreement executed by the Pledgor in connection with this Amendment
(together with this Amendment, collectively, the “Amendment Documents”).




3.4. The Pledgor shall have satisfied such other conditions as specified by the Banks,
including payment of all unpaid legal fees and expenses incurred by the Banks through the
date of this Amendment in connection with the Pledge Agreement and the other Amendment
Documents.


 


Ex. E-3









 






Section 4. Representations, Warranties, Authority, No Adverse Claim.




4.1. Reassertion of Representations and Warranties, No Default. The Pledgor
hereby represents that on and as of the date hereof and after giving effect to this
Amendment (a) all of the representations and warranties contained in the Pledge Agreement
and the Credit Agreement are true, correct and complete in all material
respects as of the date hereof as though made on and as of such date, except for
changes permitted by the terms of the Pledge Agreement and except for representations and
warranties made as of a specific earlier date, which shall be true and correct in all
material respects on such earlier date, and (b) there will exist no Default or Event of
Default under the Pledge Agreement, as amended by this Amendment, or the Credit Agreement on
such date which has not been waived by the Banks.




4.2. Authority, No Conflict, No Consent Required. The Pledgor represents and
warrants that the Pledgor has the power and legal right and authority to enter into the
Amendment Documents and has duly authorized as appropriate the execution and delivery of the
Amendment Documents by proper organizational action, and none of the Amendment Documents nor
the agreements contained herein or therein contravenes or constitutes a default under any
agreement, instrument or indenture to which the Pledgor is a party or a signatory or a
provision of the Pledgor’s organizational documents or any other agreement or requirement of
law, or result in the imposition of any Lien on any of its property under any agreement
binding on or applicable to the Pledgor or any of its property except, if any, in favor of
the Banks. The Pledgor represents and warrants that no consent, approval or authorization
of or registration or declaration with any Person, including but not limited to any
governmental authority, is required in connection with the execution and delivery by the
Pledgor of the Amendment Documents or other agreements and documents executed and delivered
by the Pledgor in connection therewith or the performance of obligations of the Pledgor
therein described, except for those which the Pledgor has obtained or provided and as to
which the Pledgor has delivered certified copies of documents evidencing each such action to
the Banks.




4.3. No Adverse Claim. The Pledgor warrants, acknowledges and agrees that no
events have taken place and no circumstances exist at the date hereof which would give the
Pledgor a basis to assert a defense, offset or counterclaim to any claim of the Banks with
respect to the Obligations.



Section 5. Affirmation of Pledge Agreement, Further References, Affirmation of Security
Interest. The Banks and the Pledgor each acknowledge and affirm that the Pledge Agreement, as
hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions and
provisions of the Pledge Agreement, except as amended by this Amendment, shall remain unmodified
and in full force and effect. All references in any document or instrument to the Pledge Agreement
are hereby amended and shall refer to the Pledge Agreement as amended by this Amendment.



Section 6. Merger and Integration, Superseding Effect. This Amendment, from and after
the date hereof, embodies the entire agreement and understanding between the parties hereto and
supersedes and has merged into this Amendment all prior oral and written agreements on the same
subjects by and between the parties hereto with the effect that this Amendment, shall control with
respect to the specific subjects hereof and thereof.


 


Ex. E-4









 





Section 7. Successors. The Amendment Documents shall be binding upon the Pledgor and
the Banks and their respective successors and assigns, and shall inure to the benefit of the
Pledgor and the Banks and the successors and assigns of the Banks.



Section 8. Headings. The headings of various sections of this Amendment have been
inserted for reference only and shall not be deemed to be a part of this Amendment.



Section 9. Counterparts. The Amendment Documents may be executed in several
counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an
original, provided that all such counterparts shall be regarded as one and the same document, and
any party to the Amendment Documents may execute any such agreement by executing a counterpart of
such agreement.



Section 10. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR
AFFILIATES.



[Remainder of page intentionally left blank.]



 


Ex. E-5









 





IN WITNESS WHEREOF, the Pledgor and the Secured Party have caused this Amendment to be
executed as of the date and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	PLEDGOR:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DOLAN MEDIA COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 







 


Ex. E-6









 







ACCEPTED:



U.S. BANK NATIONAL ASSOCIATION,

as Secured Party



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Bradley R. Sprang
	 	 
	 

	 	Vice President	 	 







 


Ex. E-7









 







SCHEDULE I TO




FIRST AMENDMENT TO




PLEDGE AGREEMENT




SCHEDULE I




PLEDGED EQUITY INTERESTS




Equity Interest Issuer: Dolan Finance Company, a Minnesota corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 3




Par Value: $.01




Number of Shares: 1,000




Equity Interest Issuer: Dolan Publishing Company, a Delaware corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 3




Par Value: $.001




Number of Shares: 100



 


Ex. E-8









 






			
	Equity Interest Issuer:	 	Cleo Company (f/k/a Henry M. Greene & Associates, Inc.), a Delaware
corporation





Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 4




Par Value: $.01




Number of Shares: 100




Equity Interest Issuer: Long Island Business News, Inc., a New York corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 50




Par Value: $1.00




Number of Shares: 5,040




Equity Interest Issuer: Daily Journal of Commerce, Inc., a Delaware corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 4




Par Value: $.01




Number of Shares: 100



 


Ex. E-9









 






			
	Equity Interest Issuer:	 	Lawyer’s Weekly, Inc. (f/k/a Virginia Publishing Company), a Delaware
corporation





Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 4




Par Value: N/A




Number of Shares: 100




Equity Interest Issuer: Legal Ledger, Inc., a Minnesota corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 4




Par Value: $.01




Number of Shares: 100




Equity Interest Issuer: The Journal Record Publishing Co., a Delaware corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 4




Par Value: $.01




Number of Shares: 100



 


Ex. E-10









 





Equity Interest Issuer: Daily Reporter Publishing Company, a Delaware corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 4




Par Value: $.01




Number of Shares: 100




Equity Interest Issuer: New Orleans Publishing Group, Inc., a Louisiana corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 11




Par Value: no par value




Number of Shares: 100




Equity Interest Issuer: Wisconsin Publishing Company, a Minnesota corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 4




Par Value: $0.01




Number of Shares: 100



 


Ex. E-11









 





Equity Interest Issuer: Legal Com of Delaware, Inc., a Delaware corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 4




Par Value: no par value




Number of Shares: 1,000




Equity Interest Issuer: The Daily Record Company, a Maryland corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 1765




Par Value: $10.00




Number of Shares: 20,000




Equity Interest Issuer: Finance and Commerce, Inc., a Minnesota corporation




Percentage Ownership: 100%




Class of Stock: Common




Certificate No(s).: 11




Par Value: $.001




Number of Shares: 13,900



 


Ex. E-12









 





Equity Interest Issuer: Counsel Press, LLC, a Delaware limited liability company




Percentage Ownership: 100%




Certificate No(s).: A-2




Number of Membership Interests: 1,000 Class A units




Equity Interest Issuer: Arizona News Service, LLC, a Delaware limited liability company




Percentage Ownership: 100%




Certificate No(s).: A-1




Number of Membership Interests: 1,000 Class A units




Equity Interest Issuer: Dolan DLN LLC




Percentage Ownership: 100%




Certificate No(s).: A-1




Number of Membership Interests: 1,000 Class A units




Equity Interest Issuer: discoverReady LLC, a Delaware limited liability company




Percentage Ownership: 85%




Certificate No(s).: 1




Number of Membership Interests: 850,000 common units





 


Ex. E-13









 







EXHIBIT F TO

SECOND AMENDMENT




DISCOVERREADY TRADEMARKS ASSIGNMENT




(See Attached)





 


 









 







COLLATERAL ASSIGNMENT (TRADEMARKS)




This COLLATERAL ASSIGNMENT (TRADEMARKS) (the “Assignment”), dated as of November 2, 2009, made
and given by DISCOVERREADY LLC, a limited liability company organized under the laws of the State
of Delaware (the “Assignor”), to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
agent (in such capacity, together with any successor in such capacity, the “Assignee”) for the
banks (the “Banks”) party to the Credit Agreement described below.



RECITALS




A. The Assignor, the Assignee, the other Borrowers party thereto and the Banks have entered
into a Second Amended and Restated Credit Agreement dated as of August 8, 2007 (as amended,
supplemented, extended, restated, or otherwise modified from time to time, the “Credit Agreement”)
pursuant to which the Banks have agreed to extend certain credit accommodations to the Assignor
under the terms and conditions set forth therein (all terms capitalized and used herein without
being defined shall have the meaning given them in the Credit Agreement).



B. To secure all the liabilities and obligations of the Assignor to the Assignee and the Banks
arising under the Credit Agreement, including, without limitation, all “Obligations” (as defined in
the Credit Agreement) of Assignor to Assignee, the Banks and/or the “Rate Protection Providers” (as
defined in the Credit Agreement), whether now existing or hereafter arising (the “Liabilities”),
the Assignor has pledged and granted to the Assignee a security interest in the property described
in a Security Agreement dated as of November 2, 2009, by Assignor and the other parties thereto (as
amended, supplemented, affirmed, or otherwise modified from time to time, the “Security Agreement”)
by and between Assignor and Assignee which property includes general intangibles, including,
without limitation, applications for patents, applications for trademarks, patents, inventions,
trademarks, trade names, domain names, copyrights and trade secrets.



C. Pursuant to the Credit Agreement and the Security Agreement, it is a requirement that this
Assignment be executed and delivered by the Assignor.



NOW, THEREFORE, in consideration of the premises and to induce the Banks to extend credit
accommodations under the Credit Agreement, the parties hereto agree as follows:



1. Subject to the terms and conditions of this Assignment, the Assignor does hereby assign all
of its right, title and interest in and to all of the present trademarks, domain names, and trade
names and the registrations and applications therefor owned by the Assignor (the “Trademarks”),
including but not limited to those set forth on Exhibit A hereto, and including, without
limitation, all proceeds thereof together with the right to recover for past, present and future
infringements, all rights corresponding thereto throughout the world and all renewals and
extensions thereof, together with the goodwill of the business associated with said Trademarks,
said Trademarks to be held and enjoyed by the Assignee, for itself and for the benefit of the
Banks, and for their legal representatives, successors and assigns, as fully and entirely as the
same would have been held by the


 


Ex. F-1









 





 Assignor had this Assignment not been made. The foregoing assignment shall be effective only upon the occurrence and during the continuance of an Event
of Default under the Credit Agreement and upon written notice by the Assignee to the Assignor of
the acceptance by the Assignee of this Assignment, which written notice shall constitute conclusive
proof of the matters set forth therein. After the occurrence and during the continuance of an
Event of Default under the Credit Agreement, the Assignee shall be entitled to transfer the
Trademarks pursuant to an Assignment of Trademarks substantially in the form of Exhibit B. The
Assignor hereby irrevocably authorizes the Assignee to date the undated Assignments of Trademarks
and otherwise complete such Assignments at the time of transfer and agrees to sign whatever
documents are necessary to transfer ownership of Assignor’s domain names from Assignor to the new
owner. Notwithstanding the foregoing provisions of this Section 1, the Assignee acquires no
security interest or other rights in the United States for any Trademark that is the subject of an
intent-to-use application before the U.S. Patent and Trademark Office until such time as a verified
amendment to allege use or statement of use is filed for such application or the Assignee arranges
for an assignment of such Trademarks from the Assignee to a purchaser that would satisfy the
requirements of Section 10 of the Lanham Act, 15 U.S.C. Section 1060. At the time that Assignee
seeks to transfer all other Trademarks pursuant to Exhibit B, it may also complete Exhibit C with
respect to any U.S. intent-to-use applications and, provided that Exhibit C satisfies the
conditions of the preceding sentence, Assignor agrees that it will promptly execute and return the
same to Assignee. 




2. The Assignor hereby covenants and warrants that:




(a) except for applications pending, the Trademarks listed on Exhibit A have
been duly issued and are subsisting and have not been adjudged invalid or
unenforceable, in whole or in part;




(b) to the best of the Assignor’s knowledge, each of the Trademarks material to
the conduct of the Assignor’s business is valid and enforceable;




(c) no claim has been made to the Assignor or, to the knowledge of the
Assignor, to any other person, that use of any of the Trademarks does or may violate
the rights of any third person and no claim has been made by the Assignor that any
other person is infringing upon the rights of the Assignor under the Trademarks;




(d) the Assignor has the unqualified right to enter into this Assignment and
perform its terms;




(e) the Assignor will be, until the Liabilities shall have been satisfied in
full and the Loan Documents shall have been terminated, in compliance with the
statutory notice requirements relating to its use of the Trademarks;




(f) to the best of the Assignor’s knowledge, the Assignor is the sole and
exclusive owner of the entire and unencumbered right, title and interest in and to
each of the Trademarks, free and clear of any liens, charges and encumbrances,
including without limitation, licenses and covenants by the Assignor not to sue
third persons, other than liens under this Assignment and the Security Agreement;


 


Ex. F-2









 






(g) the Trademarks listed on Exhibit A are all of the trademark registrations
and applications therefore now owned by the Assignor;




(h) the Assignor has marked with an asterisk each U.S. intent-to-use trademark
application listed on Exhibit A for which a verified amendment to allege use or
statement of use has not been filed; and




(i) the Assignor will, at any time upon the Assignee’s reasonable request,
communicate to the Assignee, its successors and assigns, any facts relating to the
Trademarks or the history thereof as may be known to the Assignor or its officers,
employees and agents, and cause such officers, employees and agents to testify as to
the same in any infringement or other litigation at the request of the Assignee.



3. The Assignor agrees that, until the rights of the Assignee in the Trademarks are terminated
pursuant to Section 6, it will not enter into any agreement that is inconsistent with its
obligations under this Assignment.



4. If, before the Liabilities shall have been satisfied in full and the expiration of the
obligations, if any, of the Assignee and the Banks to extend credit accommodations to the Assignor,
the Assignor shall obtain rights to any new trademark, domain name or trade name, or become
entitled to the benefit of any trademark application, registration, trademark, domain name or trade
name or any renewal or extension of any trademark registration or domain name, such shall be
included in the definition of “Trademarks” as used in this Assignment — (except for purposes of
Section 2 hereof), Section 1 hereof shall automatically apply thereto, and the Assignor shall
submit annual reports to the Assignee each year not later than December 31, commencing December 31,
2009, notifying Assignee of (i) any new trademarks, domain names, or trade names adopted, acquired,
or applied for during the previous year and (ii) any changes to the status of any previously listed
Trademarks, including without limitation U.S. trademark applications for which verified amendments
to allege use and statements of use have now been filed. If the Assignee does not receive such a
report within fifteen days after the deadline, then the Assignee is authorized to obtain updated
information on the Trademarks from the appropriate trademark or domain name registrars or third
party providers at the Assignor’s expense (provided that the Assignor shall not be deemed to have
defaulted under the terms hereof and no Event of Default shall exist solely for failure to send
such report unless the Assignor fails to deliver such report to the Assignee within 30 days after
receipt of a written request from the Assignee for such report). The Assignor authorizes the
Assignee to modify this Assignment, without the consent of the Assignor, by amending Exhibit A
hereto to include any future trademark, domain name or trade name.



5. Except as permitted by the Credit Agreement, the Assignor agrees not to sell, assign or
encumber its interest in, or grant any license with respect to, any of the Trademarks, except for
the licenses listed on Exhibit D hereto or otherwise with the Assignee’s prior written consent.


 


Ex. F-3









 





6. The Assignor agrees that it will authorize, execute and deliver to Assignee all documents
reasonably requested by Assignee to facilitate the purposes of this Assignment,
including but not limited to documents required to record Assignee’s interest in any
appropriate office in any domestic or foreign jurisdiction. At the time the annual report is
prepared in accordance with Section 4, Assignor agrees to provide Assignee with an updated Exhibit
A for filing with the U.S. Patent and Trademark Office. If the Assignee does not receive the
updated Exhibit A within fifteen days after the deadline, then Assignee is authorized to prepare
and record Exhibit A at the Assignor’s expense (provided that the Assignor shall not be deemed to
have defaulted under the terms hereof and no Event of Default shall exist solely for failure to
send such updated Exhibit A unless the Assignor fails to deliver such Exhibit A to the Assignee
within 30 days after receipt of a written request from the Assignee for such Exhibit A). At such
time as the Credit Agreement and the other Loan Documents shall have been terminated in accordance
with their terms, the Assignee shall on demand of the Assignor execute and deliver to the Assignor
all termination statements and other instruments as may be necessary or proper to terminate this
Assignment and assign to the Assignor all the Assignee’s rights in the Trademarks, subject to any
disposition thereof which may have been made by the Assignee pursuant thereto or pursuant to the
Loan Documents. All documents prepared and all actions taken by the Assignee pursuant to this
Collateral Assignment shall be at Assignor’s expense.



7. The Assignor shall have the duty, through counsel reasonably acceptable to the Assignee,
(i) to prosecute diligently any pending Trademark application that constitutes a Trademark which
the Assignor reasonably deems material to the operation of its business as of the date of this
Assignment or thereafter until the Credit Agreement and the Loan Documents shall have been
terminated in accordance with their terms, and (ii) to preserve and maintain all rights in all
Trademarks the Assignor reasonably deems material to the operation of its business. Any expenses
incurred in connection with applications that constitute Trademarks shall be borne by the Assignor.
The Assignor shall not abandon any application presently pending that constitutes a Trademark
which the Assignor reasonably deems material to the operation of its business without the written
consent of the Assignee.



8. Upon the occurrence and during the continuance of an Event of Default, the Assignee shall
have the right but shall in no way be obligated to bring suit in its own name, the name of the
Assignor, or the name of the Banks to enforce or to defend the Trademarks and any license
thereunder if the Assignor has failed to bring such suit in circumstances in which it would be
commercially reasonable to bring such suit. The Assignor shall at the reasonable request of the
Assignee do any and all lawful acts and execute any and all proper documents required by the
Assignee in aid of such enforcement or defense (including without limitation participation as a
plaintiff or defendant in any proceeding) and the Assignor shall promptly, upon demand, reimburse
and indemnify the Assignee for all reasonable costs and expenses incurred by the Assignee in the
exercise of its rights under this Section.



9. This Assignment shall also serve to evidence the security interest in the Trademarks
granted by the Assignor to the Assignee pursuant to the Security Agreement. Nothing in this
Assignment shall be construed to limit such security interest in the Trademarks.



10. No course of dealing between the Assignor and the Assignee, failure to exercise, nor any
delay in exercising, on the part of the Assignee, any right, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.


 


Ex. F-4









 





11. All of the Assignee’s rights and remedies with respect to the Trademarks, whether
established hereby, by any other agreements or by law shall be cumulative and may be exercised
singularly or concurrently.



12. This Assignment is subject to modification only by a writing signed by the parties, except
as provided in Section 4 hereof.



13. This Assignment shall inure to the benefit of and be enforceable by the Assignee and its
successors, transferees and assigns, and be binding upon the Assignor and its successors and
assigns.



14. THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW
PRINCIPLES THEREOF) OF (I) ANY STATE AS TO RIGHTS AND INTERESTS HEREUNDER WHICH ARISE UNDER THE
LAWS OF SUCH STATE, (II) THE UNITED STATES OF AMERICA AS TO RIGHTS AND INTERESTS HEREUNDER WHICH
ARE REGISTERED OR FOR THE REGISTRATION OF WHICH APPLICATION IS PENDING WITH THE UNITED STATES
PATENT AND TRADEMARK OFFICE, (III) THE STATE OF MINNESOTA IN ALL OTHER RESPECTS. Whenever
possible, each provision of this Assignment and any other statement, instrument or transaction
contemplated hereby or relating hereto shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Assignment or any other statement,
instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or
invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Assignment or any other statement, instrument or transaction contemplated hereby
or relating hereto. In the event of any conflict within, between or among the provisions of this
Assignment, any other Loan Document or any other statement, instrument or transaction contemplated
hereby or thereby or relating hereto or thereto, those provisions giving the Assignee the greater
right shall govern.



[The remainder of this page is intentionally left blank.]



 


Ex. F-5









 





IN WITNESS WHEREOF, the Assignor has executed this instrument as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 
	 	 	DISCOVERREADY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 

	 	 
	 

	 	 
	 	 

	 	 
	 

	 	 
	 	 

	 	 






Address for Assignor:

c/o Dolan Media Company

222 South Ninth Street

Suite 2300

Minneapolis, Minnesota 55402

Attention:                     

Fax: (612) 317-9434




Address for Assignee:

U.S. Bank National Association

800 Nicollet Mall

Minneapolis, Minnesota 55402

Attention: Bradley R. Sprang (BC-MN-H03Q)

Fax: (612) 303-2264




COLLATERAL ASSIGNMENT OF TRADEMARKS

(DISCOVERREADY LLC)


 


Ex. F-6









 





EXHIBIT A TO

COLLATERAL ASSIGNMENT

(TRADEMARKS)




TRADEMARKS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Serial	 	Application	 	Registration 	 	Registration	 	Status of 
	Country	 	Mark	 	No.	 	Date	 	No.	 	Date	 	Mark
	USA

	 	DYNAMIC DATA FILTER*
	 	 	77558609	 	 	8/29/08
	 	 	N/A	 	 	N/A
	 	Published (Pending)
Intent to Use
	USA

	 	BIZBLAST*
	 	 	77558603	 	 	8/29/08
	 	 	N/A	 	 	N/A
	 	Published (Pending)
Intent to Use
	USA

	 	DYNAMIC DATA

ANALYSIS
	 	 	77388273	 	 	2/4/08
	 	 	N/A	 	 	N/A
	 	Published (pending)
	USA

	 	ESI360*
	 	 	77214073	 	 	6/24/07
	 	 	N/A	 	 	N/A
	 	Published (Pending)
Intent to Use
	USA

	 	PRIVVIEW*
	 	 	77214077	 	 	6/24/07
	 	 	N/A	 	 	N/A
	 	Published (Pending)
Intent to Use
	USA

	 	I-DECISION
	 	 	77087437	 	 	1/21/07
	 	 	3554625	 	 	12/30/08
	 	Registered
	USA

	 	PRIVBANK
	 	 	77087440	 	 	1/21/07
	 	 	3554626	 	 	12/30/08
	 	Registered
	USA

	 	DISCOVERYBANK
	 	 	77087441	 	 	1/21/07
	 	 	3558105	 	 	1/6/09
	 	Registered
	USA

	 	APEX REVIEW
	 	 	78704616	 	 	8/31/05
	 	 	3132658	 	 	8/22/06
	 	Registered
	USA

	 	DISCOVERYCENTRE
	 	 	78695268	 	 	8/18/05
	 	 	3212447	 	 	2/27/07
	 	Registered
	USA

	 	DISCOVERREADY
	 	 	78515728	 	 	11/12/04
	 	 	3035616	 	 	12/27/05
	 	Registered






 


Ex. F-7









 





Domains




1. discoveready.com




2. discoveready.net




3. discoverready.com




4. discoverview.com




5. Discoverview.net




6. Discoveryview.com




7. Discoveryview.net




8. esi360.com




9. profilesinchange.com




10. readypoint.com





 


Ex. F-8









 







EXHIBIT B TO

COLLATERAL ASSIGNMENT

(TRADEMARKS)


ASSIGNMENT OF TRADEMARKS


(Registered and Pending Use-Based Applications)




This Assignment having an effective date of
 _____,
 _____ 

is made by and between
 _____,
a corporation organized under the laws of the State of
 _____ 

(“Assignor”) and

 _____, a
 _____ 

(“Assignee”).



WHEREAS, Assignor has adopted and owns certain trademarks which are registered in the U.S.
Patent and Trademark Office or which are the subject of pending use-based applications in the U.S.
Patent and Trademark Office (hereinafter the “Marks”) and,




WHEREAS, Assignee is desirous of acquiring the Marks and registration therefor.



NOW THEREFORE, in consideration of and in exchange for good and valuable consideration, the
receipt of which is hereby acknowledged, Assignor does hereby sell, assign and transfer unto
Assignee, and its successors and assigns, all of its right, title and interest in and to the Marks,
and the registrations and applications therefor, together with that part of the good will of the
business connected with the use of and symbolized by the Marks, and including Assignor’s entire
right, title and interest in and to any and all causes of action and rights of recovery for past
infringement of the Marks. Assignor hereby covenants that it has full right to convey the entire
interest herein assigned, and that it has not executed, and will not execute, any agreements
inconsistent herewith. Assignor hereby irrevocably authorizes
 _____ 

to date this undated
Assignment and otherwise complete this Assignment at the time of transfer.



[The remainder of this page is intentionally left blank.]




 


Ex. F-9









 







IN WITNESS WHEREOF, the parties have executed this assignment as of the dates identified
below.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Assignor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
(Assignee)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	 

	 	 







 


Ex. F-10









 







EXHIBIT C TO

COLLATERAL ASSIGNMENT

(TRADEMARKS)


ASSIGNMENT OF TRADEMARKS


(Intent-To-Use Applications)




This Assignment having an effective date of
 _____,
 _____ 

is made by and between

 _____, a corporation organized under the laws of the State of
 _____ 

(“Assignor”)
and
 _____, a
 _____ 

(“Assignee”).



WHEREAS, Assignor has adopted and owns certain trademarks which are the subject of pending
intent-to-use applications in the U.S. Patent and Trademark Office (hereinafter the “Marks”) and,




WHEREAS, Assignee is desirous of acquiring the Marks and applications therefor.



NOW THEREFORE, in consideration of and in exchange for good and valuable consideration, the
receipt of which is hereby acknowledged, Assignor does hereby sell, assign and transfer unto
Assignee, and its successors and assigns, all of its right, title and interest in and to the Marks,
and the applications therefor, together with that part of the good will of the business connected
with the use of and symbolized by the Marks, and including Assignor’s entire right, title and
interest in and to any and all causes of action and rights of recovery for past infringement of the
Marks. Assignor hereby covenants that it has full right to convey the entire interest herein
assigned, and that it has not executed, and will not execute, any agreements inconsistent herewith.
As indicated below, each Mark is the subject of a verified allegation of use under §§ 1(c) or 1(d)
of the Lanham Act that has been filed with the U.S. Patent and Trademark Office, or it is being
assigned as part of a transfer of the entire business or portion thereof to which the Marks pertain
as required by § 10 of the Lanham Act.



[The remainder of this page is intentionally left blank.]




 


Ex. F-11









 







IN WITNESS WHEREOF, the parties have executed this assignment as of the dates identified
below.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Assignor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
(Assignee)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:
	 	 

	 	 







 


Ex. F-12









 







EXHIBIT D TO

COLLATERAL ASSIGNMENT

(TRADEMARKS)




LICENSES




None.





 


Ex. F-13









 







EXHIBIT G TO

SECOND AMENDMENT




DISCOVERREADY SIDE LETTER




(See Attached)





 


 









 







November 2, 2009




DR Holdco LLC

55 Broadway

21st Floor

New York, NY 10006




	 	 	 	 	 
	 

	 	Re:
	 	discoverReady LLC, a Delaware limited liability company (the “Company”)






Gentlemen:



In connection with the Second Amendment to the Second Amended and Restated Credit Agreement dated
as of August 8, 2007 (as amended, restated, supplemented or otherwise modified from time to time,
the “Credit Agreement”) among the Company, Dolan APC LLC, a Delaware limited liability
company, the other entities party thereto as “Borrowers”, the Borrowers’ Agent, U.S. Bank
National Association, as agent (in such capacity, the “Agent”) on behalf of the financial
institutions party thereto as “Banks”, and such Banks, together with all other agreements,
documents and instruments entered into by Company in connection therewith (collectively, the
“Loan Documents”), Agent hereby agrees with you as follows:




	1.	 	Section 6.7(d) of the Credit Agreement permits “Restricted Payments” (as defined therein)
consisting of dividends payable to members of the Company other than a Borrower pursuant to
the Company’s Third Amended and Restated Operating Agreement to be made by the Company. Agent
acknowledges that the Company’s Amended and Restated Operating Agreement restricts the Company
from amending, modifying or waiving such provision without the prior written consent of the
Supermajority-in-Interest Members (as defined therein).






	2.	 	You are hereby deemed, so long as you remain a member of the Company, an intended third-party
beneficiary of the proviso to Section 21 of that certain Security Agreement (discoverReady
LLC) dated concurrently herewith (as amended, restated, supplemented or otherwise modified
from time to time, the “Security Agreement”) by the Company in favor of the Agent.
You hereby consent to such proviso and Agent agrees (i) not to amend, modify or waive such
proviso without your prior written consent, which consent shall not be unreasonably withheld,
and (ii) following receipt of the cash proceeds from any sale of, collection from, or other
realization upon all or any part of the Collateral (as defined in the Security Agreement) as
contemplated in such Section 21, Agent shall promptly remit 15% of the net cash proceeds from
any such sale of, collection or other realization to the Company for distribution to the
parties entitled thereto.





This letter agreement shall be governed by the internal laws of the State of Minnesota. This
letter agreement shall be binding on the successors, assigns, heirs and administrators of the
parties hereto. This letter agreement may be executed in any number of separate counterparts, each
of which shall, collectively and separately, constitute one agreement. Signatures delivered by
facsimile or other electronic transmission shall be treated as original signatures for all purposes
hereof, including enforcement of this letter agreement.


 


Ex. G-1









 





Sincerely,




U.S. Bank National Association,

as Agent



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Bradley R. Sprang	 	 
	 

	 	Vice President	 	 







 


Ex. G-2









 







Agreed to and Accepted:



DR Holdco LLC




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 


Ex. G-3









 





Acknowledged:



Dolan Media Company




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







 


Ex. G-4