exv10w37






Exhibit 10.37




AMENDMENT NO. 8

to the

AMENDED AND RESTATED OPERATING AGREEMENT

of

AMERICAN PROCESSING COMPANY, LLC




          THIS AMENDMENT NO. 8 (this “Amendment”) to that certain Amended and Restated Operating
Agreement, dated as of March 14, 2006, as amended by that certain Amendment No. 1 to the Amended
and Restated Operating Agreement, dated as of January 9, 2007, that certain Amendment No. 2 to the
Amended and Restated Operating Agreement, dated as of November 30, 2007, that certain Amendment No.
3 to the Amended and Restated Operating Agreement, dated as of February 28, 2008, that certain
Amendment No. 4 to the Amended and Restated Operating Agreement, dated as of August 15, 2008, that
certain Amendment No. 5 to the Amended and Restated Operating Agreement, dated as of July 1, 2009,
that certain Amendment No. 6 to the Amended and Restated Operating Agreement, dated as of December
1, 2009, that certain Amendment No. 7 to the Amended and Restated Operating Agreement, dated as of
January 4, 2010 (the “Operating Agreement”), of American Processing Company, LLC, a Michigan
limited liability company (the “Company”), is made and entered into to be effective for all
purposes as of February 28, 2010, by and among the Company, the Manager and the Member listed on
the signature pages hereto. Capitalized terms used but not otherwise defined herein shall have
meanings specified in the Operating Agreement.




RECITALS




          A. On February 28, 2010, the Company redeemed 23,560 common units held by Feiwell & Hannoy
Professional Corporation in connection with the exercise of Feiwell & Hannoy’s repurchase right
under Section 7.7 of the Operating Agreement.




          B. Pursuant to Section 10.4 of the Operating Agreement, the Manager, who also
represents a Supermajority-in-Interest of the Members, has amended the terms of the Operating
Agreement to reflect this redemption of common units.




AGREEMENT




1. AMENDMENTS




          1.1 The definition of “Feiwell & Hannoy” in Article I of the Operating Agreement is deleted in
its entirety.




          1.2 Section 7.7 of the Operating Agreement is hereby amended and restated in its
entirety as follows:




          “7.7 Liquidity Right.





(a) For a period of six (6) months after the fourth anniversary of the Closing Date
(as defined in the NDEx Equity Purchase Agreement) with respect to the NDEx
Sellers, each Minority Member will have the right to require the Company to
repurchase all or any portion of such Minority Member’s Common Units or other
Membership Interests in the Company for a purchase price equal to the Repurchase
Price by delivering written notice of the exercise of such right to the Manager
(the “Put Notice”). The date on which the Manager receives a Put Notice hereinafter
is referred to as the “Put Delivery Date”. The parties acknowledge and agree that,
for purposes of calculating the Repurchase Price, the specified date with respect
to the Formula Value Per Common Unit shall be the date of the Put Closing (as
defined below).



 









 






(b) The Company shall be obligated to purchase all of each applicable Minority
Member’s Common Units or other Membership Interests in the Company requested to be
repurchased by such Minority Member in the Put Notice pursuant to Section
7.7(a) hereof (the “Put Securities”), at a closing (the “Put Closing”) on such
date as mutually agreed to by the Manager and the applicable Minority Members,
which date shall not be prior to thirty (30) days after the Put Delivery Date. At
the Put Closing, (i) each Minority Member shall (A) endorse and deliver any
certificates representing the Put Securities held by such Minority Member to be
repurchased by the Company, (B) execute and deliver any other instruments requested
by the Company to evidence the repurchase of the Put Securities by the Company, and
(C) execute and deliver definitive documentation containing customary
representations, warranties and indemnifications satisfactory to the Manager
(including that such Minority Member has good and marketable title to the Put
Securities free and clear of all liens, hypothecations, mortgages, charges,
security interests, pledges and other encumbrances and claims of any nature), and
(ii) the Manager shall deliver to such Minority Member a promissory note issued by
the Company (a “Put Note”) in the aggregate principal amount equal to the
Repurchase Price. Prior to the Put Closing, a Minority Member and the Manager shall
in good faith negotiate the terms and conditions of the Put Note; provided,
however, that such Put Note will (i) be unsecured, (ii) be for a term of
three years with level payments of principal and interest during the term thereof,
(iii) bear interest at a rate equal to the then prevailing prime rate plus two
percent (2%) and (iv) be subject to the terms and conditions of any subordination
agreement requested by the Senior Agent and the Senior Lenders.”



          1.3 Exhibit A of the Operating Agreement is hereby replaced with Exhibit A
attached hereto.




2. REFERENCE TO AND EFFECT ON THE OPERATING AGREEMENT




          2.1 Each reference in the Operating Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein”, or words of like import shall mean and be a reference to the Operating Agreement as
amended hereby.




          2.2 Except as specifically amended above, the Operating Agreement shall remain in full force
and effect and is hereby ratified and confirmed.




3. MISCELLANEOUS




          3.1 This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same instrument. In
accordance with the Operating Agreement, this Amendment shall be effective upon execution by the
Company, the Manager and a Supermajority-in-Interest of the Members. This Amendment, to the extent
signed and delivered by means of a facsimile machine or other electronic transmission (including
transmission in portable document format by electronic mail), shall be treated in all manner and
respects and for all purposes as an original agreement and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. At the
request of any party hereto, each other party hereto shall re-execute original forms hereof and
deliver them to all other parties, except that the failure of any party to comply with such a
request shall not render this Amendment invalid or unenforceable. No party hereto shall raise the
use of a facsimile machine or other electronic transmission to deliver a signature, or the fact
that any signature was transmitted or communicated through the use of a facsimile machine or other
electronic transmission, as a defense to the formation or enforceability of a contract and each
such party forever waives any such defense.




          3.2 Section headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other purpose.






 









 








          3.3 Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Amendment and the consummation of the transactions contemplated
hereby.




          3.4 The language used in this Amendment will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will be applied against
any party.




          3.5 If and to the extent there are any inconsistencies between the Operating Agreement and
this Amendment, the terms of this Amendment shall control.






 









 








          IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written
above.




	 	 	 	 	 	 
	 	 	COMPANY:	 
	 
	 	 	 	 	 
	 	 	AMERICAN PROCESSING COMPANY, LLC	 
	 
	 	 	 	 	 
	 	 	By: DOLAN APC LLC	 
	 	 	Its: Manager	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott J. Pollei	 
	 

	 	 	 	 	 
	 	 	Name: Scott J. Pollei	 
	 	 	Its: Vice President	 
	 
	 	 	 	 	 
	 	 	MANAGER:	 
	 
	 	 	 	 	 
	 	 	DOLAN APC LLC	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott J. Pollei	 
	 

	 	 	 	 	 
	 	 	Name: Scott J. Pollei	 
	 	 	Its: Vice President	 
	 
	 	 	 	 	 
	 	 	MEMBERS:	 
	 	 	DOLAN APC LLC	 
	 
	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott J. Pollei	 
	 

	 	 	 	 	 
	 	 	Name: Scott J. Pollei	 
	 	 	Its: Vice President	 






 









 





EXHIBIT A

List of Members, Capital Contributions, Capital Accounts

Common Units and Participating Percentages

As of February 28, 2010




	 	 	 	 	 	 	 	 	 
	Name, Address, Phone	 	 	 	 
	and Fax of Member	 	Common Units	 	Participating Percentage
	Dolan APC, LLC

c/o Dolan Media Company

222 South Ninth Street

Suite 2300

Minneapolis, Minnesota 55402

Phone: (612) 317-9425

Fax: (612) 317-9434

Attention: James P. Dolan

	 	 	1,278,857	 	 	 	93.82	%
	 
	 	 	 	 	 	 	 	 
	Jacqueline M. Barrett

5941 Club Oaks Drive

Dallas, Texas 75248

Phone: (972) 341-0512

Fax: (972) 341-0601

	 	 	34,609	 	 	 	2.54	%
	 
	 	 	 	 	 	 	 	 
	Robert F. Frappier

1735 North Blvd.

Houston, Texas 77098

Phone: (713) 693-2002

Fax: (713) 621-2179

	 	 	14,899	 	 	 	1.10	%
	 
	 	 	 	 	 	 	 	 
	James C. Frappier and Judith
A. Frappier, JTWROS

4308 Mossey Oak Court

Flower Mound, Texas 75022

Phone: (214) 668-0303

Fax: (972) 341-5024

	 	 	5,714	 	 	 	0.42	%
	 
	 	 	 	 	 	 	 	 
	Mary A. Daffin and Maynard
Samuel Daffin, Sr.,

Tenants in Common

11750 Gallant Ridge Lane

Houston, Texas 77082

Phone: (281) 596-8733

Fax: (281) 596-8462

	 	 	14,899	 	 	 	1.10	%
	 
	 	 	 	 	 	 	 	 
	Barry Tiedt and Terri Tiedt, JTWROS

921 Genoa Court

Argyle, Texas 76226

Phone: (972) 341-0572

Fax: (972) 341-0679

	 	 	5,714	 	 	 	0.42	%






 









 






	 	 	 	 	 	 	 	 	 
	Name, Address, Phone	 	 	 	 
	and Fax of Member	 	Common Units	 	Participating Percentage
	Abbe L. Patton and Lisle
D. Patton, JTWROS

6016 Pinnacle Cr.

Little Elm, Texas 75068

Phone: (972) 341-0506

Fax: (972) 341-0678

	 	 	5,714	 	 	 	0.42	%
	 
	 	 	 	 	 	 	 	 
	Rebecca L. Howell

1916 Lincolnshire

Bedford, TX 76021

Phone: (972) 341-0596

Fax: (972) 341-0679

	 	 	601	 	 	 	0.04	%
	 
	 	 	 	 	 	 	 	 
	Jill A. Helmers

5208 Saddle Drive

Flower Mound, TX 75028

Phone: (972) 341-0505

Fax: (972)341-0679

	 	 	600	 	 	 	0.04	%
	 
	 	 	 	 	 	 	 	 
	Christine T. Pummill

249 Enclaves Court

Coppell, TX 75019

Phone: (972) 341-523104

Fax: (972)341-0679

	 	 	600	 	 	 	0.04	%
	 
	 	 	 	 	 	 	 	 
	Brian S. Engel

P.O. Box 76

Driftwood, TX 78619

Phone: (512) 477-0008

Fax: (512) 477-1112

	 	 	393	 	 	 	0.03	%
	 
	 	 	 	 	 	 	 	 
	Steve P. Turner and Marsha L. Turner,

Tenants in
Common

10002 Brandywine Circle

Austin, TX 78750

Phone: (512) 477-0008

Fax: (512) 477-1112

	 	 	394	 	 	 	0.03	%
	 
	 	 	 	 	 	 	 	 
	TOTAL:

	 	 	1,362,994	 	 	 	100.000	%