Exhibit 10.4





Exhibit 10.4




American Processing Company, LLC

c/o Dolan Media Company

222 South Ninth Street, Suite 2300

Minneapolis, Minnesota 55402




April 24, 2009




Lawrence A. Wilford

Wilford & Geske

7650 Currell Boulevard, Suite 300

Woodbury, Minnesota 55125




Re:       First Amendment to Services Agreement



Dear Larry:



Reference is made to that certain Services Agreement between Wilford & Geske, a professional
association (the “Firm”) and American Processing Company, LLC (“APC”) dated February 22, 2008 (the
“Services Agreement”). The purpose of this letter is to set forth our understandings and agreements
regarding an amendment to Section 3.1 of the Services Agreement. Capitalized terms used, but not
otherwise defined in this letter, shall have the meanings ascribed to such terms in the Services
Agreement.




	 	1.	 	As of the date hereof, Section 3.1(c) is hereby amended to read as follows:

	 
	 	 	 	“Except as otherwise provided in this Section 3.1(c), for each year during the term
of this Agreement after the Initial Years, on or before the forty-fifth (45th) day
prior to an Amended Fee Schedule Date (the “Amended Fee Schedule Due Date”),
the Service Provider may propose to the Firm an amended Fee Schedule (an
“Amended Fee Schedule”) that will be in effect for the one-year period
commencing with the applicable Amended Fee Schedule Date. On or before the fifteenth
(15th) day after receiving the proposed Amended Fee Schedule , the Firm may deliver
to the Service Provider a notice of objection to the proposed Amended Fee Schedule
(an “Objection Notice”). If no such Objection Notice is timely delivered by
the Firm to the Service Provider, then that Amended Fee Schedule shall be binding on
the Parties for the one-year period commencing on the applicable Amended Fee
Schedule Date. If the Firm does timely deliver to the Service Provider an Objection
Notice, the Firm and the Service Provider shall thereafter negotiate with each other
in good faith to agree upon an Amended Fee Schedule. If the Firm and the Service
Provider are unable to agree upon an Amended Fee Schedule within thirty (30) days
after an Objection Notice has been given, then the existing Fee Schedule shall
remain in effect and the Service Provider shall thereafter have the option of
terminating this Agreement in its sole discretion in accordance with Section
9.4 hereof. Notwithstanding anything herein to the contrary, for calendar year
2014, the Service Provider may propose to the firm an Amended Fee Schedule, if any,
on or before the ninetieth (90th) day prior to the Amended Fee Schedule Date for
that year.

	 
	 	2.	 	Except as expressly amended in this First Amendment, the Services Agreement
shall remain in full force and effect in accordance with its terms.





 


 









 





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



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



	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 

	 	American Processing Company, LLC

By: Dolan APC, LLC, its Managing Member	 	 
	 
	 	 	 	 
	 

	 	/s/ Scott J. Pollei	 	 
	 	 	 	 	 
	 

	 	By: Scott J. Pollei, it Vice President	 	 






AGREED AND ACCEPTED:



Wilford & Geske, a professional association



	 	 	 
	/s/ Lawrence A. Wilford

	 	 
	 	 	 
	By: Lawrence A. Wilford, its President