EXHIBIT 10.4
 FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Amendment Dolan Borrowers Agent Dolan
Finance Dolan
APC APC Borrower Borrowers Bank Banks USBNA Agent
 RECITALS
 Credit Agreement
 Exhibit A Request Letter




---



##### 



AGREEMENT
 NOW, THEREFORE,
 Section 1. Capitalized Terms
 Section 2. Consents Consent Consents
 2.1 THP THP LP NDEx Holdings NDEx Management NDEx
Subsidiaries NDEx NDEx Acquisition
 2.2
 2.3 Exhibit B APC LLC
Amendment No. 4
 2.4 Exhibit C Pledge Agreement Amendment Exhibit D Security Agreement Amendment Exhibit E APC Side Letter Amendment
 - 2 -




---



##### 



2.5
 Section 3. Amendments
 3.1 New Definitions
 First Amendment
 NDEx
 NDEx Acquisition
 NDEx Purchase Agreement
 3.2 Amended Definitions
  APC Side Letter
 - 3 -




---



##### 



Applicable Margin
 LIBO
    
    PrimeRate
    
    RateSenior Leverage Ratio
    
    Advances
    
    AdvancesLess than 2.00:1.00
    
    
    2.00
    %
    
    
    0.00
    %Equal to or greater than 2.00:1.00 but less than
2.50:1.00
    
    
    2.50
    %
    
    
    0.50
    %Equal to or greater than 2.50:1.00 but less than
3.00:1.00
    
    
    3.00
    %
    
    
    1.00
    %Equal to or greater than 3.00:1.00
    
    
    3.25
    %
    
    
    1.25
    %
 provided however
  - 4 -




---



##### 



3.3 Revolving Commitment Fee
 Revolving Commitment Fee Revolving Commitment Fees
 Commitment FeeSenior Leverage Ratio
    
    PercentageLess than 2.50:1.00
    
    
    0.250
    %Equal to or greater than 2.50:1.00 but less than 3.00:1.00
    
    
    0.375
    %Equal to or greater than 3.00:1.00
    
    
    0.500
    %
 provided however
 - 5 -




---



##### 



3.4 Representations and Warranties
    3.5 Subsidiaries
 Subsidiaries
 3.6 Financial Statements and Reports
 3.7 Restricted Payments
  3.8 Indebtedness
  - 6 -




---



##### 



3.9 Senior Leverage Ratio
 Senior Leverage Ratio
 3.10 Schedules
 Section 4. Conditions to Effectiveness ab initio
 4.1
 4.2 less
 4.3 NDEx Acquisition Documents
 - 7 -




---



##### 



4.4
 4.5
 4.6
 4.7
 4.8
 4.9
 4.10
 4.11
 4.12 Exhibit
F Joinder Agreement (Credit Agreement)
 - 8 -




---



##### 



Exhibit G Joinder Agreement
(Security Agreement)
 4.13
 4.14
 Section 5. Representations, Warranties, Authority, No Adverse Claim
 5.1 Reassertion of Representations and Warranties, No Default
 5.2 Authority, No Conflict, No Consent Required Amendment Documents
 - 9 -




---



##### 



5.3 No Adverse Claim
 Section 6. Limited Purpose Consents
 Section 7. Affirmation of Credit Agreement, Further References, Affirmation of Security
Interest
 Section 8. Merger and Integration, Superseding Effect
 Section 9. Severability .
 - 10 -




---



##### 



Section 10. Successors .
 Section 11. Legal Expenses
 Section 12. Headings
 Section 13. Counterparts
 - 11 -




---



##### 



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
  - 12 -




---



##### 



IN WITNESS WHEREOF,
 DOLAN MEDIA COMPANY,
as a Borrower and as Borrowers AgentBy:
    /s/ Scott PolleiScott PolleiExecutive Vice President and Chief Financial OfficerDOLAN 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
AMERICAN PROCESSING COMPANY, LLCBy:
    /s/ Scott PolleiScott PolleiVice President S-1




---



##### 



U.S. BANK NATIONAL ASSOCIATION,
as AgentBy:
    /s/ Michael J. StalochMichael J. Staloch,Senior Vice President U.S. BANK NATIONAL ASSOCIATION,
as a BankBy:
    /s/ Michael J. StalochMichael J. Staloch,Senior Vice President S-2




---



##### 



LASALLE BANK NATIONAL ASSOCIATIONBy:
    
    UnknownName:Title:
 S-3




---



##### 



ASSOCIATED BANK, NATIONAL ASSOCIATIONBy:
    
    UnknownName:Title:
 S-4




---



##### 



BANK OF THE WESTBy:
    
    UnknownName:Title:
 S-5




---



##### 



COMERICA BANKBy:
    
    UnknownName:Title:
 S-6




---



##### 



COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., RABOBANK NEDERLAND, NEW
YORK BRANCHBy:
    
    UnknownName:Title:By:
    
    UnknownName:Title:
 S-7




---



##### 



KEYBANK NATIONAL ASSOCIATIONBy:
    
    UnknownName:Title:
 S-8




---



##### 



SCHEDULESSchedule 4.18
    
    SubsidiariesSchedule 6.8
    
    Affiliate TransactionsSchedule 6.14
    
    LiensEXHIBITSExhibit A
    
    Request LetterExhibit B
    
    APC LLC Amendment No. 4Exhibit C
    
    Third Amendment to Pledge Agreement (Dolan APC)Exhibit D
    
    Third Amendment to Security Agreement (APC)Exhibit E
    
    APC Side Letter AmendmentExhibit F
    
    Joinder Agreement (Credit Agreement)Exhibit G
    
    Joinder Agreement (Security Agreement)




---



##### 



SUBSIDIARIES
 Issued andState of
    
    
    
    
    OutstandingSubsidiary
    
    Organization
    
    
    Percentage Ownership
    
    SharesArizona News Service, LLC
    
    Delaware
    
    100%
    
    1,000 Class A UnitsCleo Company
    
    Delaware
    
    100%
    
    100 shares of Common StockCounsel Press, LLC
    
    Delaware
    
    100%
    
    1,000 Class A UnitsDaily Journal of Commerce, Inc.
    
    Delaware
    
    100%
    
    100 shares of Common StockThe Daily Record Company
    
    Maryland
    
    100%
    
    20,000 shares of Common StockDaily Reporter Publishing Company
    
    Delaware
    
    100%
    
    100 shares of Common StockDolan APC LLC
    
    Delaware
    
    100%
    
    1,000 Class A UnitsDolan DLN LLC
    
    Delaware
    
    100%
    
    1,000 Class A UnitsDolan Finance Company
    
    Minnesota
    
    100%
    
    1,000 shares of Common StockDolan Publishing Company
    
    Delaware
    
    100%
    
    100 shares of Common StockFinance and Commerce, Inc.
    
    Minnesota
    
    100%
    
    13,900 shares of Common StockThe Journal Record Publishing Co.
    
    Delaware
    
    100%
    
    100 shares of Common StockLegal Com of Delaware, Inc.
    
    Delaware
    
    100%
    
    1,000 shares of Common StockLegal Ledger, Inc.
    
    Minnesota
    
    100%
    
    100 shares of Common Stock




---



##### 



Issued andState of
    
    
    
    
    OutstandingSubsidiary
    
    Organization
    
    
    Percentage Ownership
    
    SharesLong Island Business News, Inc.
    
    New York
    
    100%
    
    5,040 shares of Common StockNew Orleans Publishing Group, Inc.
    
    Louisiana
    
    100%
    
    100 shares of Common StockLawyers Weekly, Inc.
    
    Delaware
    
    100%
    
    100 shares of Common StockWisconsin Publishing Company
    
    Minnesota
    
    100%
    
    100 shares of Common StockNOPG, LLC.
    
    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 StockIdaho Business Review, Inc.
    
    Idaho
    
    100% owned by Daily Record Company
    
    100,000 shares of Common StockDolan Publishing Finance Company
    
    Minnesota
    
    100% owned by Dolan Publishing Company
    
    100 shares of Common StockAmerican Processing Company, LLC
    
    Michigan
    
    [88,890%]owned by Dolan APC LLC
    
    [1,156,288]Common UnitsTHP/NDEx AIV Corp.
    
    Delaware
    
    100% owned by American Processing Company, LLC
    
    1,000 shares of Common StockTHP/NDex AIV, L.P.
    
    Delaware
    
    100% of limited partner interests owned by THOP/NDEx AIV Corp.; 100% of general partner interests owned by American Processing Company, LLC




---



##### 



Issued andState of
    
    
    
    
    OutstandingSubsidiary
    
    Organization
    
    
    Percentage Ownership
    
    SharesNational 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 StockNational 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 unitsNational Default Exchange GP, LLC
    
    Delaware
    
    100% owned by National Default Exchange Holdings, LPNational Default Exchange, LP
    
    Delaware
    
    99% owned by National Default Exchange Holdings, LP; 1% owned by national Default Exchange GP, LLCNDEx Technologies, LLC
    
    Texas
    
    100% owned by National Default Exchange Holdings, LPNDEx West, LLC
    
    Delaware
    
    100% owned by National Default Exchange Holdings, LPNDEx Title Services, L.L.C.
    
    Texas
    
    100% owned by National Default Exchange Holdings, LP




---



##### 



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
 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
 7.
    
    Employment Agreement dated as of January 9, 2007 by and between Douglas Hannoy and APC
 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 Feiwell & Hannoy dated as of January 9, 2007
 12.
    
    APC Note Payable to Dolan Finance Company dated as of November 10, 2006
 13.
    
    APC Note Payable to Dolan Finance Company dated as of January 9, 2007
 14.
    
    Amended and Restated Employment Agreement dated as of April 1, 2007 by and between Dolan
Media Company and James P. Dolan
 15
    
    Employment Agreement dated as of April 1, 2007 by and between Dolan Media Company and Scott
Pollei




---



##### 



16.
    
    Employment Agreement dated as of April 1, 2007 by and between Dolan Media Company and Mark
W.C. Stodder.
 17.
    
    Amended and Restated Registration Rights Agreement dated as of September 1, 2004 by and among
Dolan Media Company and certain holders of Dolan Media Companys common stock, series A
preferred stock and series C preferred stock
 18.
    
    Net Director, LLC, in which David A. Trott owns 11.1%, provides an information clearing house
service used by APC
 19.
    
    American Servicing Corporation, in which David A. Trott owns 60%, provides property tax
searches and courier services to APC
 20.
    
    Lease dated as of April 1, 2007 by and between APC and NW13, LLC, in which David A. Trott
owns 75%
 21.
    
    Lease by and between Lawyers Weekly, Inc. and NW13, LLC
 22.
    
    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
 23.
    
    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
 24.
    
    Sublease for 15000 Surveyor Blvd., Addison, Texas 75001, by and between National Default
Exchange Holdings, LP and Barrett Daffin Frappier Turner & Engel, LLP
 25.
    
    Sublease for 1900 St James Place, Houston, Texas 77056, by and between National Default
Exchange Holdings, LP and Barrett Daffin Frappier Turner & Engel, LLP
 26.
    
    Office Sharing Agreements, by and between National Default Exchange Holdings, LP, Barrett
Daffin Frappier Turner & Engel, LLP
 27.
    
    Access Agreement for 15000 Surveyor Blvd., Addison, Texas 75001, by and between National
Default Exchange Holdings, LP and Michael C. Barrett
 28.
    
    Amended and Restated Services Agreement, by and between National Default Exchange, LP and
Barrett Daffin Frappier Turner & Engel, LLP
 29.
    
    Services Agreement, by and between National Default Exchange, LP and Barrett Daffin &
Frappier, LLP
 30.
    
    Services Agreement, by and between NDEx West, LLC and Barrett Daffin Frappier Treder & Weiss,
LLP




---



##### 



LIENS
 1.
    
    UCC Financing Statement Nos. 42689539 and 43282623 of CIT Communications Finance Corporation
on certain equipment leased to Dolan Media Company and Cleo Company (formerly known as Henry
M. Greene & Associates, Inc.)
 2.
    
    UCC Financing Statement Nos. 2007010415-7 and 2007-062338-5 of Analysts International
Corporation on certain equipment purchased by American Processing Company, LLC
 3.
    
    UCC Financing Statement No. 2007087941-3 of Canon Financial Services on certain equipment
leased to American Processing Company, LLC
 4.
    
    UCC Financing Statement No. 41859992 of First Premier Capital LLC on certain equipment leased
by Dolan Media Company
 5.
    
    UCC Financing Statement No 81027620 of US Express Leasing, Inc. on certain equipment leased
by National Default Exchange, LP
 6.
    
    UCC Financing Statement No 81455177 of US Express Leasing, Inc. on certain equipment leased
by National Default Exchange, LP




---



##### 








---



##### 



(DOLAN MEDIA COMPANY)
    
    Vicki J. Duncomb
Vice President, 
Finance
    
    1200 Baker Building
706 Second Avenue South
Minneapolis, MN 55402
(612) 337-4464
FAX: (612) 317-9434
E-mail: vicki.duncomb@dolanmedia.com




---



##### 



(i)
    
    Definition of Permitted Acquisitions, to
specifically include the NDEx acquisition
 (ii)
    
    Section 6.5(c) which prohibits the decrease in ownership of any Subsidiary (as a result of
the NDEx acquisition, DMCs ownership in APC will decrease from approximately 89% to
approximately 80%;)
 (iii)
    
    Section 6.8 which prohibits changes to the American Processing Company Operating
Agreement (the Operating Agreement will be amended in order to allow the borrowing from Dolan
Finance Company and to restrict payments to the members unless the payments to Dolan Finance
Company are being made on a timely basis and to allow the redemption of the interest which
will be held by the NDEx sellers); and
 (iv)
    
    Section 6.12 which prohibits loans to American Processing Company in excess of $1.0
million (DMC, through its wholly-owned subsidiary, Dolan Finance Company, will lend APC funds
to complete the NDEx acquisition);
   1.
    
    Table showing sources and uses of the funding for these transactions2.
    
    Five year forecast of financials, including projected covenant tests
  Very truly yours,/s/ Vicki J. DuncombVicki J. DuncombVice President  Finance/Corporate Secretary




---



##### 








---



##### 



AMENDMENT NO. 4
to the
AMENDED AND RESTATED OPERATING AGREEMENT
of
AMERICAN PROCESSING COMPANY, LLC
 Amendment Operating Agreement Company [XXXXX]
 RECITALS
 [XXXXX] NDEx Notice [XXXXX] THP Corp. THP LP NDEx Holdings Management NDEx
  [XXXXX] [XXXXX]
 [XXXXX]




---



##### 



[XXX] NDEx Seller Units NDEx Sellers
 Section 10.4
 AGREEMENT
 1. AMENDMENTS
  NDEx Sellers
 Minority Members
 Put Closing Section 7.7(c)
 Put Note Section 7.7(c)
 Put Securities Section 7.7(c)
 Section 7.7
 Liquidity Right
 Put Notice Put Delivery Date




---



##### 



Section 7.7(a) Put Securities Put Closing Put Note provided however
 Section 3.3(c)
 In-Kind Capital Contributions; Issuance of Additional Common Units
 Schedule A




---



##### 



Section 3.4(b)(ii) Section 3.4(b)(iii)
 Section 3.4(b) Declining Investor Section 3.4(b) Participating
Investor(s) Participating
Notice
 Section 3.4(b)
 Exhibit A Exhibit A
 Distributions [July]
 2. REFERENCE TO AND EFFECT ON THE OPERATING AGREEMENT
 this Agreement hereunder hereof herein
  3. MISCELLANEOUS




---



##### 



[Remainder of Page Intentionally Left Blank.
Signature Pages Follow.]




---



##### 



IN WITNESS WHEREOF,
 COMPANY:AMERICAN PROCESSING COMPANY, LLCBy:
    
    DOLAN APC LLCIts: ManagerBy:Name:
    
    Scott J. PolleiIts:
    
    Vice PresidentMANAGER:DOLAN APC LLCBy:Name:
    
    Scott J. PolleiIts:
    
    Vice PresidentMEMBERS:DOLAN APC LLCBy:Name:
    
    Scott J. PolleiIts:
    
    Vice PresidentAPC INVESTMENTS, LLCBy:Name:
    
    David A. TrottIts:
    
    ManagerFEIWELL & HANNOY PROFESSIONAL CORPORATIONBy:Name:Its:




---



##### 



Michael C. BarrettJacqueline M. BarrettRobert F. FrappierJames C. FrappierMary A. DaffinBarry TiedtAbbe L. Patton




---



##### 



SCHEDULE A
 NDEx SELLERS
 Name
    
    NDEX Seller UnitsMichael C. BarrettJacqueline M. BarrettRobert F. FrappierJames C. FrappierMary A. DaffinBarry TiedtAbbe L. PattonTOTAL:




---



##### 



EXHIBIT A
 List of Members, Capital Contributions, Capital Accounts  Common Units and Participating Percentages
 ParticipatingName, Address, Phone and Fax of Member
    
    Common Units
    
    
    PercentageDolan APC, LLC
c/o Dolan Media Company
1200 Baker Building
706 Second Avenue South
Minneapolis, Minnesota 55402
Phone: (612) 317-9425
Fax: (612) 317-9434
Attention: James P. Dolan
    
    
    [1,027,823]
    
    
    
    [88.890%]APC Investments, LLC
31440 Northwestern Highway
Suite 200
Farmington Hills, MI 48334
Phone: (248) 642-2515
Fax: (248) 642-3628
Attention: David A. Trott
    
    
    [104,905]
    
    
    
    [9.073%]Feiwell & Hannoy Professional
Corporation
251 North Illinois Street,
Suite 1700
Indianapolis, Indiana 46204
Phone: (317) 237-2727
Fax: (317) 237-2722
Attention: Douglas Hannoy and
Michael Feiwell
    
    
    [23,560]
    
    
    
    [2.038%]Michael C. Barrett
5941 Club Oaks Drive
Dallas, Texas 75248Jacqueline M. Barrett
5941 Club Oaks Drive
Dallas, Texas 75248




---



##### 



ParticipatingName, Address, Phone and Fax of Member
    
    Common Units
    
    
    PercentageRobert F. Frappier
1735 North Blvd.
Houston, Texas 77098James C. Frappier[XXXXX]
[XXXXX]Mary A. Daffin
11750 Gallant Ridge Lane
Houston, Texas 77082Barry Tiedt[XXXXX]
[XXXXX]Abbe L. Patton
6016 Pinnacle Cr.
Little Elm, Texas 75068TOTAL:
    
    
    [1,156,288]
    
    
    
    [100.000]
    %




---



##### 








---



##### 



THIRD AMENDMENT TO PLEDGE AGREEMENT
 Amendment Pledgor Secured
Party Banks Secured Party
 RECITALS
 Credit Agreement
 Pledge
Agreement
 Pledged Interests
   AGREEMENT
 NOW, THEREFORE,
 Section 1. Capitalized Terms




---



##### 



Section 2. Amendments
 2.1 Schedule I Schedule I
 Section 3. Effectiveness of Amendments
 3.1
 3.2
 3.3 Amendment Documents
 3.4
 Section 4. Representations, Warranties, Authority, No Adverse Claim
 4.1 Reassertion of Representations and Warranties, No Default .




---



##### 



4.2 Authority, No Conflict, No Consent Required .
 4.3 No Adverse Claim .
 Section 5. Affirmation of Pledge Agreement, Further References, Affirmation of Security
Interest
 Section 6. Merger and Integration, Superseding Effect
 Section 7. Successors .
 Section 8. Headings
 Section 9. Counterparts
 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.




---



##### 



IN WITNESS WHEREOF,
 PLEDGOR:
DOLAN APC LLCBy:Scott PolleiVice President ACCEPTED:U.S. BANK NATIONAL ASSOCIATION,
as Secured PartyBy:Michael J. StalochSenior Vice President
 
  S-1




---



##### 



PLEDGED MEMBERSHIP INTERESTS
 Member Interests Issuer:
    
    American Processing Company, LLC, a Michigan limited liability companyPercentage Ownership:
    
    [80.0%]Class of Units:
    
    CommonCertificate Nos.:
    
    []Number of Units:
    
    [810,000 and 118,560], respectively




---



##### 








---



##### 



THIRD AMENDMENT TO SECURITY AGREEMENT
 Amendment Grantor Secured Party Banks
 RECITALS
 Borrowers Borrowers
Agent Credit Agreement
 Security Agreement
   AGREEMENT
 NOW, THEREFORE,
 Section 1. Capitalized Terms




---



##### 



Section 2. Amendments
 2.1 Application of Proceeds .
 Application of Proceeds provided however
 Section 3. Effectiveness of Amendments
 3.1
 3.2 Amendment Documents
 3.3
 Section 4. Representations, Warranties, Authority, No Adverse Claim
 4.1 Reassertion of Representations and Warranties, No Default .




---



##### 



4.2 Authority, No Conflict, No Consent Required .
 4.3 No Adverse Claim .
 Section 5. Affirmation of Security Agreement, Further References, Affirmation of Security
Interest
 Section 6. Merger and Integration, Superseding Effect
 Section 7. Successors .
 Section 8. Headings
 Section 9. Counterparts




---



##### 



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.




---



##### 



IN WITNESS WHEREOF
 Organizational ID # B8928W
    
    AMERICAN PROCESSING COMPANY, LLCBy:Name:Title:
  
 ACCEPTED:U.S. BANK NATIONAL ASSOCIATION,
as Secured PartyBy:Name:Title:
 
 
  S-1




---



##### 








---



##### 



Re:
    
    American Processing Company, LLC, a Michigan limited liability company (the
Company)
  Credit Agreement Borrowers Agent Loan Documents
 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 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 such
member(s).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 (APC) dated as of
March 14, 2006, as amended by a First Amendment to Security Agreement dated as of January 9,
2007, a Second Amendment to Security Agreement dated November 30, 2007 and a Third Amendment
to Security Agreement 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 the Third Amendment to Security Agreement amending
such proviso and Agent agrees (i) not to further 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 [______]% of the net cash
proceeds from any such sale of, collection or other realization to the Company for
distribution to the parties entitled thereto.




---



##### 



Sincerely,U.S. Bank National Association, 

as AgentBy:Michael J. StalochSenior Vice PresidentAgreed to and Accepted:APC Investments, LLCBy:Title:Feiwell & Hannoy, PCBy:Title:[NDEx Sellers]By:Title:Acknowledged:Dolan APC LLCBy:Scott PolleiVice President




---



##### 








---



##### 



JOINDER AGREEMENT
 Agreement Effective Date THP THP LP NDEx Holdings NDEx Management NDEx Subsidiaries New Borrower New Borrowers
  Existing Borrower Existing Borrowers Bank Banks Agent Credit Agreement




---



##### 








---



##### 



Effectiveness




---



##### 



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.
 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.
 Counterparts
 New Borrower Acknowledgements




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THP/NDEX AIV CORP.,
a New BorrowerBy:Name:Title:THP/NDEX AIV L.P.,
a New BorrowerBy:Name:Title:NATIONAL DEFAULT EXCHANGE MANAGEMENT, INC.,
a New BorrowerBy:Name:Title:NATIONAL DEFAULT EXCHANGE HOLDINGS, L.P.,

a New BorrowerBy:Name:Title:NATIONAL DEFAULT EXCHANGE GP, LLC,
a New BorrowerBy:Name:Title:
 
  S-1




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NATIONAL DEFAULT EXCHANGE LP,
a New BorrowerBy:Name:Title:NDEX TECHNOLOGIES, LLC,
a New BorrowerBy:Name:Title:NDEX WEST, LLC,
a New BorrowerBy:Name:Title:NDEX TITLE SERVICES, LLC,
a New BorrowerBy:Name:Title:
 
 
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U.S. BANK NATIONAL ASSOCIATION,
as AgentBy:Michael J. StalochSenior Vice President 
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REAFFIRMATION BY EXISTING BORROWERS
 Joinder Agreement
 DOLAN MEDIA COMPANY,as a Borrower and as Borrowers AgentBy:Scott PolleiExecutive Vice President and 
Chief Financial OfficerDOLAN FINANCE COMPANYDOLAN PUBLISHING COMPANYDOLAN PUBLISHING FINANCE COMPANYCLEO COMPANYLONG ISLAND BUSINESS NEWS, INC.DAILY JOURNAL OF COMMERCE, INC.LAWYERS WEEKLY, INC.LEGAL LEDGER, INC.THE JOURNAL RECORD PUBLISHING CO.DAILY REPORTER PUBLISHING COMPANYNEW ORLEANS PUBLISHING GROUP, INC.NOPG, L.L.C.WISCONSIN PUBLISHING COMPANYLEGAL COM OF DELAWARE, INC.MISSOURI LAWYERS MEDIA, INC.THE DAILY RECORD COMPANYIDAHO BUSINESS REVIEW, INC.FINANCE AND COMMERCE, INC.COUNSEL PRESS, LLCARIZONA NEWS SERVICE, LLCDOLAN DLN LLCDOLAN APC LLCAMERICAN PROCESSING COMPANY, LLCBy:Scott PolleiVice President




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JOINDER AGREEMENT (SECURITY AGREEMENT)
 Agreement Joining Party Joining Parties Security Agreement Secured
Party Credit
Agreement Banks




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THP/NDEX AIV CORP.By:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott PolleiTHP/NDEX AIV L.P.By:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott Pollei
 
  S-1




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NATIONAL DEFAULT EXCHANGE HOLDINGS, L.P.By:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott PolleiNATIONAL DEFAULT EXCHANGE MANAGEMENT, INC.By:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott Pollei
 
  S-2




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NATIONAL DEFAULT EXCHANGE GP, LLCBy:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott PolleiNATIONAL DEFAULT EXCHANGE LPBy:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott Pollei
 
  S-3




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NDEX TECHNOLOGIES, LLCBy:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott PolleiNDEX WEST, LLCBy:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott Pollei
 
  S-4




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NDEX TITLE SERVICES, LLCBy:Scott PolleiVice PresidentOrganizational ID No. []Address:1200 Baker Building706 Second Avenue SouthMinneapolis, MN 55402Fax: (612) 321-0563Attention: Scott Pollei
 Acknowledged and accepted:U.S. BANK NATIONAL ASSOCIATION,
as Secured PartyBy:Michael J. StalochSenior Vice President
 
  S-5