Exhibit 10.4








EXHIBIT 10.4




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), made and entered into as of July 28, 2008, 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 (“Dolan
APC”), and AMERICAN PROCESSING COMPANY, LLC, a Michigan limited liability company
(“APC”) (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, 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 APC
of National Default Exchange Holdings, L.P. and related entities, and provide certain related
consents, as set forth in a letter dated June 13, 2008 from the Borrowers’ Agent to the Agent
attached hereto as Exhibit A (the “Request Letter”).



     C. The Majority Banks are willing to grant such consents, 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 consents, subject in each case to Section 4 of this
Amendment (each a “Consent” and, collectively, the “Consents”):




     2.1 APC shall be permitted to acquire (i) 100% of the outstanding Equity Interests of
THP/NDEx AIV Corp., a Delaware corporation (“THP”), and THP/NDEx AIV, L.P., a
Delaware limited partnership (“THP LP”), (ii) all of the outstanding Equity
Interests of National Default Exchange Holdings, LP, a Delaware limited partnership
(“NDEx Holdings”), other than those held by THP LP, (iii) all of the outstanding
Equity Interests of National Default Exchange Management, Inc., a Delaware corporation
(“NDEx Management”), other than those held by THP LP, and (iv) each of the
Subsidiaries of THP, THP LP, NDEx Holdings and NDEx Management (the “NDEx
Subsidiaries” and, together with THP, THP LP, NDEx Holdings and NDEx Management,
“NDEx”), each on substantially the terms set forth in the draft Equity Purchase
Agreement provided to the Agent on or before the date hereof by and among APC, the “Sellers”
party thereto, Dolan, the “Sellers’ Representatives” party thereto and the other Persons
party thereto, or on such other terms as are reasonably acceptable to Agent (collectively,
the “NDEx Acquisition”);




     2.2 Dolan APC shall be permitted to reduce its membership interest in APC to not less
than approximately 80% in connection with the NDEx Acquisition;




     2.3 Dolan APC and APC shall be permitted to amend and restate the APC LLC Agreement in
substantially the form set forth in Exhibit B attached hereto (the “APC LLC
Amendment No. 4”) in connection with the NDEx Acquisition;




     2.4 (i) Dolan APC and the Agent shall be permitted to amend the Pledge Agreement
executed by Dolan APC in substantially the form set forth in Exhibit C attached
hereto (the “Pledge Agreement Amendment”), (ii) APC and the Agent shall be permitted
to amend the Security Agreement executed by APC in substantially the form set forth set
forth in Exhibit D attached hereto (the “Security Agreement Amendment”), and
(iii) the Agent and the APC members party thereto shall be permitted to amend the APC Side
Letter in substantially the form set forth in Exhibit E attached hereto (the
“APC Side Letter Amendment”), in each case in connection with the NDEx Acquisition;
and



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     2.5 At any time and from time to time after the date hereof and prior to October 1,
2008, Dolan shall be permitted to raise proceeds through the issuance of its Equity Interests without such proceeds being subject to mandatory prepayment under
Section 2.6(c) of the Credit Agreement, whether or not such issuance constitutes an Excluded
Equity Issuance. The Consent in this Section 2.5 shall be fully effective as of the date of
this Amendment notwithstanding anything to the contrary contained herein, including the
failure to satisfy any or all of the conditions set forth in Section 4 hereof.



     Section 3. Amendments. Subject in each case only to the terms of Section 4, the
Credit Agreement is hereby amended as follows (such amendments reflected in Sections 3.2(b), 3.3,
3.6 and 3.9 to take effect upon execution and delivery of this Amendment by the Majority Banks, the
Agent, the Borrowers’ Agent and the Borrowers, with all other others 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:




     “First Amendment”: The First Amendment to Second Amended and Restated
Credit Agreement dated as of July 28, 2008 by and among the Borrowers, the
Borrowers’ Agent, the Banks and the Agent.




     “NDEx”: Collectively, 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, and the NDEx Subsidiaries (as defined in the First
Amendment).




     “NDEx Acquisition”: The acquisition by APC of 100% of the Equity
Interests of NDEx in accordance with the terms and conditions set forth in the First
Amendment.




     “NDEx Purchase Agreement”: The Equity Purchase Agreement by and among
APC, the “Sellers” party thereto, Dolan, the “Sellers’ Representatives” party
thereto and the other Persons party thereto.




     3.2 Amended Definitions.




     (a) The definition of “APC Side Letter” set forth in Section 1.1 of the Credit
Agreement is hereby amended by replacing such definition in its entirety with the following:




     “APC Side Letter”: The letter agreement dated as of the date of
consummation of the NDEx Acquisition by and between the Agent and the members of
APC, which amends and restates the letter agreement dated January 9, 2007.



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     (b) The definition of “Applicable Margin” set forth in Section 1.1 of the Credit
Agreement is hereby amended by replacing such definition in its entirety with the following:




     “Applicable Margin”: Subject to the last sentence of this definition,
with respect to the period beginning one day after the compliance certificate
required by Section 5.1(d) with respect to a fiscal quarter is required to be
delivered and ending on the date one day after the date such compliance certificate
for the next fiscal quarter is required to be delivered, the percentage specified as
applicable to Prime Rate Advances or LIBOR Advances, based on the Senior Leverage
Ratio calculated as of the end of the fiscal quarter for which such compliance
certificate was delivered:



	 	 	 	 	 	 	 	 	 
	 	 	LIBO	 	Prime
	 	 	Rate	 	Rate
	Senior Leverage Ratio	 	Advances	 	Advances
	Less 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	%







For any period beginning one day after the compliance certificate required by
Section 5.1(d) with respect to a fiscal quarter is required to be but is not
delivered and ending on the date one day after the date such compliance certificate
is delivered, the Applicable Margin shall be as specified for a Senior Leverage
Ratio equal to or greater than 3.00 to 1.00; provided, however, that
for the period from the date of the consummation of the NDEx Acquisition until the
date the compliance certificate required pursuant to Section 5.1(d) is required to
be delivered for the third fiscal quarter of 2008, the Senior Leverage Ratio shall
be based on the Senior Leverage Ratio calculated, and reflected in the certificate
delivered, pursuant to Section 4.2 of the First Amendment.




     (c) The definition of “Permitted Acquisition” set forth in Section 1.1 of the Credit
Agreement is hereby amended by replacing clause (iii) thereof with the following clause:
“(iii) the NDEx Acquisition or any other Acquisition consented to in writing by the Majority
Banks.”



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     (d) 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 (g) and adding the
following to the end of such definition:




     “and (h) the sum of clauses (i) and (ii) above with respect to the NDEx
Acquisition shall be deemed to be $18,000,000 multiplied by the APC Ownership
Interest.”




     3.3 Revolving Commitment Fee. Section 2.16 of the Credit Agreement is hereby
amended by replacing such section in its entirety with the following:




     Section 2.16 Revolving Commitment Fee. Subject to the last sentence of
this Section 2.16, with respect to the period beginning one day after the day the
financial statements and compliance certificate required by Sections 5.1(c) and (d)
with respect to a fiscal quarter are required to be delivered and ending on the date
one day after the date such financial statements and compliance certificate for the
next fiscal quarter are required to be delivered, the Borrowers shall pay to the
Agent for the account of each Bank fees (the “Revolving Commitment Fees”) in
an amount determined by applying the percentage specified below based on the Senior
Leverage Ratio calculated as of the end of the fiscal quarter for which such
financial statements were delivered to the average daily unused Revolving Commitment
Amount of each Bank:



	 	 	 	 	 
	 	 	Commitment Fee
	Senior Leverage Ratio	 	Percentage
	Less 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	%







Revolving Commitment Fees are payable quarterly on the last day of each calendar
quarter and on the Revolving Loan Termination Date. Following the occurrence and
during the continuance of an Event of Default or for any period beginning one day
after the compliance certificate required by Section 5.1(d) with respect to a fiscal
quarter is required to be but is not delivered and ending on the date one day after
the date such compliance certificate is delivered, the Commitment Fee Percentage
shall be as specified for a Senior Leverage Ratio equal to or greater than 3.00 to
1.00; provided, however, that for the period from the date of the
consummation of the NDEx Acquisition until the date the compliance certificate
required pursuant to Section 5.1(d) is required to be delivered for the third fiscal
quarter of 2008, the Senior Leverage Ratio shall be



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based on the Senior Leverage
Ratio calculated, and reflected in the certificate delivered, pursuant to Section
4.2 of the First Amendment.




     3.4 Representations and Warranties. Sections 4.1, 4.2 and 4.3 of the Credit
Agreement are hereby amended as follows:




     (a) Section 4.1 is hereby amended by adding a comma and the term “limited
partnership” after the term “corporation” in the first line thereof and after the
term “corporate” in the third line thereof;




     (b) Section 4.2 is hereby amended by adding a comma and the term “limited
partnership” after the term “corporate” in the third line thereof; and




     (c) Section 4.3(b) is hereby amended by adding a comma and the term “limited
partnership agreement” after the term “bylaws” in the second line of such clause.




     3.5 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
NDEx 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.




     3.6 Financial Statements and Reports. Section 5.1(c) of the Credit Agreement
is hereby amended by replacing the reference to “Section 5.1(b)” in the last sentence
thereof with “Section 5.1(c)”.




     3.7 Restricted Payments. Section 6.7(g) of the Credit Agreement is hereby
amended by replacing such clause in its entirety with the following:




     “(g) payments made in satisfaction of APC’s obligations under Section 7.7 of
the APC LLC Agreement as amended in accordance with the terms of this Agreement.”




     3.8 Indebtedness. Section 6.13 of the Credit Agreement is hereby amended by
replacing clause (k) in its entirety with the following, renumbering the existing clause (l)
as clause (m) and adding a new clause (l) as follows:




     (k) unsecured Indebtedness consisting of a “Put Note” issued by APC pursuant to
Section 7.7 of the APC LLC Agreement as amended in accordance with the terms of this
Agreement;



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     (l) unsecured Indebtedness consisting of the “Earnout Payment” set forth in the
NDEx Purchase Agreement; and




     3.9 Senior Leverage Ratio. Section 6.18 of the Credit Agreement is hereby
amended by replacing such section in its entirety with the following:




     Section 6.18 Senior Leverage Ratio. The Borrowers will not permit the
Senior Leverage Ratio, as of the last day of any fiscal quarter, to be more than
3.50 to 1.00.




     3.10 Schedules. Schedules 4.18, 6.8 and 6.14 to the Credit Agreement are
hereby amended by replacing such Schedules in their entirety with Schedules 4.18, 6.8 and
6.14 in the form attached hereto, with such changes as may be approved by the Agent to
conform to the NDEx Acquisition.



     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). Except as set forth in
Section 2.5 and with respect to the amendment set forth in Section 3.6, the Consents 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 NDEx Acquisition and September 30, 2008 (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 NDEx Acquisition.




     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 NDEx 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 NDEx Acquisition and using Pro Forma EBITDA
after giving effect to the amendment in Section 3.2(d) 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 NDEx Purchase
Agreement and each other material document, instrument and agreement executed in connection
with the NDEx Acquisition (the “NDEx Acquisition Documents”), together with all lien
search reports for THP, THP LP, NDEx Holdings, NDEx Management and each NDEx Subsidiary and
lien release letters and other documents as the Agent may reasonably require to evidence the
termination of Liens on the businesses to be acquired (other than Liens permitted under
Section 6.14 of the Credit Agreement).



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     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 NDEx Acquisition Documents and (if
delivered to the Borrowers) opinions of counsel for the selling parties in favor of the
Agent and the Banks.




     4.5 Dolan shall have received net proceeds of not less than $60,000,0000 from a private
placement or other issuance of its Equity Interests and the total of (i) the net proceeds
from such issuance and (ii) the Equity Interests in Dolan used to fund the NDEx Acquisition
shall not be less than $75,000,000.




     4.6 The closing of the NDEx Acquisition shall occur not later than September 30, 2008
and the Borrowers shall have Availability of not less than $10,000,000 as of such date.




     4.7 The members of APC shall have entered into APC LLC Amendment No. 4 in substantially
the form of Exhibit B hereto or with such changes as are reasonably acceptable to the Agent,
and the Agent shall have received a duly executed copy of APC LLC Amendment No. 4.




     4.8 (i) Dolan APC shall have executed and delivered to the Agent the Pledge Agreement
Amendment, (ii) APC shall have executed and delivered to the Agent the Security Agreement
Amendment, and (iii) the members of APC shall have executed and delivered to the Agent the
APC Side Letter Amendment.




     4.9 The Equity Interests owned by APC in THP, THP LP, NDEx Management, and NDEx
Holdings shall have been pledged to the Agent pursuant to a Pledge Agreement and
certificates 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.




     4.10 The Equity Interests owned by THP, THP LP, NDEx Management or NDEx Holdings in any
NDEx Subsidiary shall have been pledged to the Agent pursuant to a Pledge Agreement and
certificates 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.




     4.11 The Agent shall have received a copy of the Bylaws of THP, the Limited Partnership
Agreement of NDEx Holdings and THP LP, the Bylaws of NDEx Management and the comparable
organizational documents of each NDEx Subsidiary, each in form and substance reasonably
satisfactory to the Agent, certified as true and accurate by the secretary (or other duly
authorized officer of the applicable Person) of THP, THP LP, NDEx Holdings, NDEx Management
or such NDEx Subsidiary, as applicable.




     4.12 THP, THP LP, NDEx Holdings, NDEx Management and each NDEx Subsidiary shall execute
and delivery to the Agent (i) a joinder agreement in the form attached hereto as Exhibit
F (the “Joinder Agreement (Credit Agreement)”) in order to



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become obligated to
repay the Loans and the other amounts payable under the Loan Documents and (ii) a joinder
agreement in the form attached hereto as Exhibit G (the “Joinder Agreement
(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 such Person.




     4.13 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.




     4.14 The Agent shall have received for itself and for the ratable benefit of the Banks
the fees set forth in a separate fee letter dated as of July 25, 2008 between the Agent and
the Borrowers’ Agent.



     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 Security Agreement Amendment, the Joinder
Agreement (Credit Agreement), the Joinder Agreement (Security Agreement) 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 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



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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.



     Section 6. Limited Purpose Consents. Notwithstanding anything contained herein, the
Consents (i) are limited consents and waivers, (ii) are effective only with respect to the specific
transactions described in this Amendment for the specific instance and the specific purpose for
which they are 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, do 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




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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.




     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.



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     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.



[The next page is the signature page.]




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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/ Scott Pollei
 	 
	 	 	Scott Pollei 	 
	 	 	Executive Vice President and 
Chief Financial Officer 	 
	 
	 	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

AMERICAN PROCESSING COMPANY, LLC

 	 
	 	By:  	/s/ Scott Pollei
 	 
	 	 	Scott Pollei 	 
	 	 	Vice President 	 



S-1 









 








	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Agent

 	 
	 	By:  	/s/ Michael J. Staloch
 	 
	 	 	Michael J. Staloch, 	 
	 	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Bank

 	 
	 	By:  	/s/ Michael J. Staloch
 	 
	 	 	Michael J. Staloch, 	 
	 	 	Senior Vice President 	 



S-2 









 








	 	 	 	 	 



	 	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	Unknown	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





S-3 









 








	 	 	 	 	 	 	 
	 	 	ASSOCIATED BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	Unknown	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





S-4 









 








	 	 	 	 	 	 	 
	 	 	BANK OF THE WEST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	Unknown	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





S-5 









 








	 	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	Unknown	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





S-6 









 








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

	 	By:	 	Unknown	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	Unknown	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





S-7 









 








	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	Unknown	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






S-8 









 










	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule 4.18

	 	Subsidiaries
	Schedule 6.8

	 	Affiliate Transactions
	Schedule 6.14

	 	Liens
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A

	 	Request Letter
	Exhibit B

	 	APC LLC Amendment No. 4
	Exhibit C

	 	Third Amendment to Pledge Agreement (Dolan APC)
	Exhibit D

	 	Third Amendment to Security Agreement (APC)
	Exhibit E

	 	APC Side Letter Amendment
	Exhibit F

	 	Joinder Agreement (Credit Agreement)
	Exhibit G

	 	Joinder Agreement (Security Agreement)







 












 




SCHEDULE 4.18




SUBSIDIARIES




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Issued and	 
	 	 	State of	 	 	 	 	Outstanding	 
	Subsidiary	 	Organization	 	 	Percentage 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






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Issued and	 
	 	 	State of	 	 	 	 	Outstanding	 
	Subsidiary	 	Organization	 	 	Percentage Ownership	 	Shares	 
	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
	 
	 	 	 	 	 	 	 	 	 	 
	Lawyer’s Weekly, Inc.
	 	Delaware	 	100%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 	 	 
	Wisconsin Publishing Company
	 	Minnesota	 	100%	 	100 shares of Common Stock
	 
	 	 	 	 	 	 	 	 	 	 
	NOPG, 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 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	 	[88,890%] owned by Dolan APC LLC	 	[1,156,288] 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 THOP/NDEx AIV Corp.; 100% of general partner interests owned by American Processing Company, LLC	 	 	 	 






 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Issued and	 
	 	 	State of	 	 	 	 	Outstanding	 
	Subsidiary	 	Organization	 	 	Percentage Ownership	 	Shares	 
	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
	 
	 	 	 	 	 	 	 	 	 	 
	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	 	 	 	 






 


 









 





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






	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




 


 









 










SCHEDULE 6.14




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






 


 











 




EXHIBIT A TO

FIRST AMENDMENT




REQUEST LETTER




(See Attached)





 















 




	 	 	 	 	 
	
	 	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






June 13, 2008




Mr. Michael Staloch

Senior Vice President

U.S. Bank National Association

800 Nicollet Mall

Minneapolis, MN 55402




Re: Second Amended and Restated Credit Agreement by and between Dolan Media Company et al and U.S
Bank National Association, as Agent, Dated August 8, 2007



Dear Mike:



American Processing Company LLC, (APC) a majority owned subsidiary of Dolan Media Company, intends
to purchase 100% of the membership interests of National Default Exchange Holdings, LP (NDEx). The
consideration for this purchase totals $210,000,000: $182,500,000 in cash, (of which $147,500,000
will be paid at closing to the sellers, $15,000,000 will be held in escrow subject to an earnout
provision and $20,000,000 will be held in escrow for an indemnity escrow) $17,500,000 of APC
membership interests (approximately 9% of the APC membership interests) and $10,000,000 of Dolan
Media Company common stock.



We intend to sell 5,000,000 shares of Dolan Media Company common stock in order to finance part of
the NDEx transaction. The stock sale will be in a private placement (a PIPE) with selected
investors. The expected net proceeds range between $80,000,000 and $92,000,000 depending upon the
ultimate price per share. We will use all of the net proceeds from the stock sale to fund part of
the purchase. The balance of the purchase will be funded by drawing on the revolving line of credit
and by using our available, existing cash of approximately $5,000,000. We expect to draw between
$85,000,000 and $97,000,000 on the revolver. After the transaction, we will have between
$28,000,000 and $40,000,000 of revolving credit availability and our pro forma Senior Leverage
Ratio will be no greater than 2.3x.



Dolan Media Company is hereby requesting the Banks consent to the NDEx acquisition, and the
proposed PIPE. In addition, Dolan Media Company requests that the Banks waive any covenant
violations caused by such transaction.



 


 









 





Mr. Michael Staloch

June 12, 2008

Page 2



Specifically, we are requesting that the Banks amend the following provisions of the Credit
Agreement:




	(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);






In consideration for these changes, and in recognition of changes to the credit markets, we have
agreed to reduce the maximum allowed Senior Leverage Ratio to 3.5 times and increase the Applicable
Margins.



Enclosed with this letter are the following items to aid in your review:




	1.	 	Table showing sources and uses of the funding for these transactions

	 
	2.	 	Five year forecast of financials, including projected covenant tests






We would like to sign the amendment on June 27, 2008 in order to sign and announce the NDEx
acquisition on June 30, 2008. This transaction will require a Hart-Scott-Rodino filing. We intend
to make such a filing as soon as possible after signing and we intend to ask for early termination
of the filing. Closing would be as soon as clearance is granted after the HSR filing.



	 	 	 
	Very truly yours,
	 	 
	 
	 	 
	/s/ Vicki J. Duncomb
 


	 	 
	Vicki J. Duncomb
	 	 
	Vice President — Finance/Corporate Secretary
	 	 







 


 











 




EXHIBIT B TO

FIRST AMENDMENT




APC LLC AMENDMENT No. 4




(See Attached)




 


 









 







AMENDMENT NO. 4

to the

AMENDED AND RESTATED OPERATING AGREEMENT

of

AMERICAN PROCESSING COMPANY, LLC




THIS AMENDMENT NO. 4 (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 and that certain Amendment
No. 3 to the Amended and Restated Operating Agreement, dated as of February 28, 2008 (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 July [XXXXX],
2008, by and among the Company, the Manager and the Members 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 June [XXXXX], 2008, the Manager sent a Call Notice to each Member (the “NDEx Notice”)
whereby the Manager requested that each Member contribute to the capital of the Company its pro
rata share of an amount equal to $[XXXXX], which such amount is being raised in connection with the
purchase by the Company, directly and indirectly, of (i) all the outstanding capital stock of
THP/NDEx AIV Corp., a Delaware corporation (“THP Corp.”), (ii) all the general partnership
interests in THP/NDEx AIV, LP, a Delaware limited partnership (“THP LP”), (iii) all the limited
partnership interests in National Default Exchange Holdings, L.P., a Delaware limited partnership
(“NDEx Holdings”), other than those limited partnership interests held by THP LP, and (iv) all the
outstanding capital stock of National Default Exchange Management, Inc., a Delaware corporation
which is the general partner of NDEx Holdings (“Management”), other than the capital stock held by
THP LP. NDEx Holdings, Management, THP Corp. and THP LP are collectively referred to herein as
“NDEx”.



B. Dolan has elected to make capital contributions to the Company in connection with the NDEx
Notice and Dolan has agreed to make an additional contribution to the Company in the amount equal
to the sum of Trott & Trott’s Optional Capital Contribution Amount and Feiwell & Hannoy’s Optional
Capital Contribution Amount set forth in the NDEx Notice.



C. A portion of the capital contribution to be made by Dolan will be in the form of [XXXXX]
shares of Dolan Common Stock with an agreed fair market value of $[XXXXX].



D. The Company is a party to that certain Equity Purchase Agreement, dated as of [XXXXX],
2008, pursuant to which the Company has agreed to purchase all the outstanding equity interests of
NDEx.


 


 









 





E. As a portion of the consideration being paid by the Company for the acquisition of the
equity interests of NDEx, the Company has agreed to issue an aggregate of [XXX]
Common Units (the “NDEx Seller Units”) to the Persons, and in the amount, set forth on
Schedule A attached hereto (such Persons, the “NDEx Sellers”).



F. Pursuant to Section 10.4 of the Operating Agreement, the Manager and a
Supermajority-in-Interest of the Members have agreed to amend the terms of the Operating Agreement
as provided in this Amendment in order to, among other things, reflect (i) the additional Common
Units issued to Dolan in connection with the additional capital contributions made by Dolan
described above, (ii) the issuance of the NDEx Seller Units to the NDEx Sellers and (iii) the
liquidity right agreed to be granted to the NDEx Sellers.



AGREEMENT




1. AMENDMENTS




1.1 The following definitions shall be added to, or amended in, as appropriate, Article I of
the Operating Agreement:




“NDEx Sellers” means Michael C. Barrett, Jacqueline M. Barrett, Robert F. Frappier,
James C. Frappier, Mary A. Daffin, Barry Tiedt and Abbe L. Patton.




“Minority Members” means Trott & Trott, Feiwell & Hannoy and each of the NDEx Sellers.




“Put Closing” is defined in Section 7.7(c).




“Put Note” is defined in Section 7.7(c).




“Put Securities” is defined in Section 7.7(c).



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




7.7 Liquidity Right.




(a) (i) For a period of six (6) months after August 2, 2009 with respect to Trott &
Trott and Feiwell & Hannoy only, or (ii) for a period of six (6) months after
[XXXXX], 2012 with respect to the NDEx Sellers only, 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 Put Closing Date (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, an 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 A new Section 3.3(c) is added to the Operating Agreement to read in its entirety
as follows:




(c) In-Kind Capital Contributions; Issuance of Additional Common Units. If
acceptable to the Manager, Optional Capital Contributions may be made in property
other than cash and the amount of such Optional Capital Contributions (which shall
be the fair market value of such property) shall be as determined by a
Supermajority-in-Interest of the Members. Dolan and each Minority Member who makes
Optional Capital Contributions shall receive additional Common Units in the Company
in an amount equal to the amount of Optional Capital Contributions so made divided
by the Formula Value Per Common Unit.



1.4 Pursuant to Section 3.4 of the Operating Agreement, upon the closing of the acquisition of
NDEx by the Company, the Manager hereby authorizes the issuance of the NDEx Common Units to each of
the NDEx Sellers in the amounts set forth on Schedule A.


 


 









 





1.5 Section 3.4(b)(ii) and Section 3.4(b)(iii) are hereby amended to read in
their entirety as follows:




(ii) If some, but not all of the Eligible Investors, do not exercise their rights
under this Section 3.4(b) (in such capacity, each a “Declining Investor”),
the Company shall so advise the other Eligible Investor(s) which are exercising
their rights under this Section 3.4(b) (in such capacity, a “Participating
Investor(s)”)
by providing the Participating Investor(s) with written notice (the “Participating
Notice”) within ten (10) Business Days after the expiration of the fifteen (15)
Business Day period in which such rights could have been exercised. The
Participating Investor(s) shall thereupon for a period of five (5) Business Days
from the date of such Participating Notice be entitled to purchase the share of the
New Securities which could have been purchased by the Declining Investor(s). The
Participating Investor(s) shall close on the purchase of the New Securities within
thirty (30) days after the expiration of the 5-Business Day period.




(iii) The Company shall have one hundred twenty (120) days after the date of the
Preemptive Notice to sell or enter into an agreement (pursuant to which the sale of
New Securities covered thereby shall be closed, if at all, within sixty (60) days
from the date of such agreement) to sell the remaining New Securities not purchased
by the Eligible Investors or the Participating Investor(s), as the case may be, at a
price no less and upon the same terms and conditions as those specified in the
Preemptive Notice. If the price of the New Securities decreases or the terms and
conditions change, the provisions of this Section 3.4(b) shall again apply
de novo.



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



1.7 Distributions. The parties agree that Distributable Cash related to the month
ended [July], 2008 shall be calculated by computing the Member’s Participating Percentages for such
month on a daily basis.



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 Manger 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.



[Remainder of Page Intentionally Left Blank.

Signature Pages Follow.]



 


 









 





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:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name: 
	 	Scott J. Pollei	 	 
	 

	 	 	 	Its:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MANAGER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DOLAN APC LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Scott J. Pollei	 	 
	 

	 	 	 	Its:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MEMBERS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DOLAN APC LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Scott J. Pollei	 	 
	 

	 	 	 	Its:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	APC INVESTMENTS, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	David A. Trott	 	 
	 

	 	 	 	Its:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	FEIWELL & HANNOY PROFESSIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 





 


 









 





	 	 	 	 	 
	 

	 	Michael C. Barrett
	 	 
	 
	 	 	 	 
	 

	 	Jacqueline M. Barrett	 	 
	 
	 	 	 	 
	 

	 	Robert F. Frappier	 	 
	 
	 	 	 	 
	 

	 	James C. Frappier	 	 
	 
	 	 	 	 
	 

	 	Mary A. Daffin	 	 
	 
	 	 	 	 
	 

	 	Barry Tiedt	 	 
	 
	 	 	 	 
	 

	 	Abbe L. Patton	 	 





 


 









 





SCHEDULE A




NDEx SELLERS




	 	 	 	 	 
	Name	 	NDEX Seller Units	 
	 
	 	 	 	 
	Michael C. Barrett
	 	 	 	 
	 
	 	 	 	 
	Jacqueline M. Barrett
	 	 	 	 
	 
	 	 	 	 
	Robert F. Frappier
	 	 	 	 
	 
	 	 	 	 
	James C. Frappier
	 	 	 	 
	 
	 	 	 	 
	Mary A. Daffin
	 	 	 	 
	 
	 	 	 	 
	Barry Tiedt
	 	 	 	 
	 
	 	 	 	 
	Abbe L. Patton
	 	 	 	 
	 
	 	 	 	 
	TOTAL:
	 	 	 	 






 


 









 





EXHIBIT A




List of Members, Capital Contributions, Capital Accounts

Common Units and Participating Percentages




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Participating	 
	Name, Address, Phone and Fax of Member	 	Common Units	 	 	Percentage	 
	 
	 	 	 	 	 	 	 	 
	Dolan 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 75248
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Jacqueline M. Barrett

5941 Club Oaks Drive

Dallas, Texas 75248

	 	 	 	 	 	 	 	 






 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Participating	 
	Name, Address, Phone and Fax of Member	 	Common Units	 	 	Percentage	 
	 
	 	 	 	 	 	 	 	 
	Robert F. Frappier

1735 North Blvd.

Houston, Texas 77098
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	James C. Frappier

[XXXXX]

[XXXXX]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Mary A. Daffin

11750 Gallant Ridge Lane

Houston, Texas 77082
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Barry Tiedt

[XXXXX]

[XXXXX]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Abbe L. Patton

6016 Pinnacle Cr.

Little Elm, Texas 75068
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL:
	 	 	[1,156,288]	 	 	 	[100.000]	%







 


 











 




EXHIBIT C TO

FIRST AMENDMENT




THIRD AMENDMENT TO PLEDGE AGREEMENT (DOLAN APC)




(See Attached)




 


 









 







THIRD AMENDMENT TO PLEDGE AGREEMENT

(Dolan APC LLC)




THIS THIRD AMENDMENT TO PLEDGE AGREEMENT (this “Amendment”), made and entered into as
of July
 _____, 2008, is made and given by DOLAN APC LLC, a Delaware limited liability company (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 (the “Secured Party”).



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 March
14, 2006, as amended by a First Amendment to Pledge Agreement dated as of January 9, 2007 and a
Second Amendment to Pledge Agreement dated as of November 30, 2007 (the “Pledge
Agreement”).



C. The Pledgor is the owner of the limited liability company membership interests (the
“Pledged Interests”) described in Schedule I hereto issued by the company 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.


 


 









 





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




2.1 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 Interests represented by
certificate no. [6], 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.




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.



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.]



 


 









 





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 APC LLC

 	 
	 	By:  	 	 
	 	 	Scott Pollei 	 
	 	 	Vice President 	 



	 	 	 	 	 
	ACCEPTED:
	 
	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Secured Party	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Michael J. Staloch	 	 
	 

	 	Senior Vice President	 	 




THIRD AMENDMENT TO

PLEDGE AGREEMENT (DOLAN APC LLC)


 


S-1









 





SCHEDULE I TO

THIRD AMENDMENT TO

PLEDGE AGREEMENT




SCHEDULE I




PLEDGED MEMBERSHIP INTERESTS




	 	 	 
	Member Interests Issuer:

	 	American Processing Company, LLC, a Michigan limited liability company
	 
	 	 
	Percentage Ownership:

	 	[80.0%]
	 
	 	 
	Class of Units:

	 	Common
	 
	 	 
	Certificate Nos.:

	 	[                    ]
	 
	 	 
	Number of Units:

	 	[810,000 and 118,560], respectively







 


 











 




EXHIBIT D TO

FIRST AMENDMENT




THIRD AMENDMENT TO SECURITY AGREEMENT (APC)




(See Attached)




 


 









 







THIRD AMENDMENT TO SECURITY AGREEMENT

(APC)




THIS THIRD AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of July
 ____,
2008, is made and given by AMERICAN PROCESSING COMPANY, LLC, a Michigan limited liability company
(the “Grantor”), in favor of 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, the other entities parties thereto as “Borrowers” or “Borrowers’
Agent”, 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. The Grantor previously executed and delivered in favor of the Secured Party a Security
Agreement dated as of March 14, 2006, as amended by a First Amendment to Security Agreement (APC)
dated as of January 9, 2007 and a Second Amendment to Security Agreement (APC) dated as of November
30, 2007 (the “Security Agreement”).



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



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



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 Security Agreement, unless the context shall
otherwise require.


 


 









 





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




2.1 Application of Proceeds. Section 21 of the Security Agreement is amended
to read in its entirety as follows:




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 Section 22 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 [80.0%] of the net
cash proceeds of any such sale, collection or other realization of, from or upon the
Collateral.



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




3.1 This Amendment duly executed by the Grantor.




3.2 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 documents and instruments to be executed and delivered by the Grantor in
connection with this Amendment (together with this Amendment, collectively, the
“Amendment Documents”).




3.3 The Grantor shall have satisfied such other conditions as specified by the Secured
Party, including payment of all unpaid legal fees and expenses incurred by the Secured Party
through the date of this Amendment in connection with the Security Agreement and the other
Amendment Documents.




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




4.1 Reassertion of Representations and Warranties, No Default. The Grantor
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 Security 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 Security 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 Security
Agreement, as amended by this Amendment, or the Credit Agreement on such date which has not
been waived by the Secured Party.


 


 









 






4.2 Authority, No Conflict, No Consent Required. The Grantor represents and
warrants that the Grantor 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 Grantor is a
party or a signatory or a provision of the Grantor’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 Grantor or any of its property
except, if any, in favor of the Secured Party. The Grantor 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 Grantor of the Amendment Documents or other agreements and
documents executed and delivered by the Grantor in connection therewith or the performance
of obligations of the Borrower therein described, except for those which the Grantor has
obtained or provided and as to which the Grantor has delivered certified copies of documents
evidencing each such action to the Secured Party.




4.3 No Adverse Claim. The Grantor warrants, acknowledges and agrees that no
events have taken place and no circumstances exist at the date hereof which would give the
Grantor a basis to assert a defense, offset or counterclaim to any claim of the Secured
Party with respect to Grantor’s obligations under the Security Agreement as amended by this
Amendment.



Section 5. Affirmation of Security Agreement, Further References, Affirmation of Security
Interest. The Secured Party and Grantor each acknowledge and affirm that the Security
Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms,
conditions and provisions of the Security 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 Security Agreement are hereby amended and shall refer to the Security 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.



Section 7. Successors. The Amendment Documents shall be binding upon the Grantor and
the Secured Party and their respective successors and assigns, and shall inure to the benefit of
the Grantor and the Secured Party and the successors and assigns of the Lender.



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
either 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 this page intentionally left blank.]





 


 









 







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 # B8928W	 	AMERICAN PROCESSING COMPANY, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






Address for Grantor:




1200 Baker Building

706 Second Avenue South

Minneapolis, MN 55402

Fax: (612) 321-0563

Attention: Scott Pollei




	 	 	 	 	 	 	 
	ACCEPTED:
	 
	 	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Secured Party	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Address for the Secured Party:

U.S. Bank National Association

800 Nicollet Mall

Minneapolis, MN 55402

Fax: (612) 303-2264

Attention: Michael J. Staloch (BC-MN-H03P)




[Signature page to Third Amendment to Security Agreement

(American Processing Company, LLC)]





 


S-1











 




EXHIBIT E TO

FIRST AMENDMENT




APC SIDE LETTER AMENDMENT




(See Attached)




 


 









 







July __, 2008




APC Investments, LLC

31440 Northwestern Highway

Suite 200

Farmington Hills, MI 48334




Feiwell & Hannoy, PC

251 North Illinois Street

Suite 1700

Indianapolis, IN 46204




[NDEx Sellers]




	 	 	 	 	 
	 

	 	Re:
	 	American Processing Company, LLC, a Michigan limited liability company (the
“Company”)






Gentlemen:



In connection with the First Amendment to the Second Amended and Restated Credit Agreement dated as
of July 28, 2008 (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 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.





 


 









 










APC Investments, LLC

Feiwell & Hannoy, PC

July
 _____, 2008

Page 2




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. This letter amends and restates in its
entirety that certain letter agreement dated as of November 30, 2007 between the Company, Trott and
Trott, P.C., Feiwell & Hannoy, PC and the Agent.



	 	 	 	 	 	 	 
	Sincerely,
	 
	 	 	 	 	 	 
	U.S. Bank National Association, 


as Agent	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Michael J. Staloch	 	 
	 	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	Agreed to and Accepted:	 	 
	 
	 	 	 	 	 	 
	APC Investments, LLC	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Feiwell & Hannoy, PC	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[NDEx Sellers]	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Acknowledged:	 	 
	 
	 	 	 	 	 	 
	Dolan APC LLC	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Scott Pollei	 	 
	 	 	Vice President	 	 





 


 









 





EXHIBIT F TO

FIRST AMENDMENT




JOINDER AGREEMENT (CREDIT AGREEMENT)



(See Attached)




 


 









 







JOINDER AGREEMENT




This Joinder Agreement (this “Agreement”), dated as of July
 _____, 2008 (the
“Effective Date”), is made by THP/NDEX AIV CORP., a Delaware corporation (“THP”),
THP/NDEX AIV L.P., a Delaware limited partnership (“THP LP”), NATIONAL DEFAULT EXCHANGE
HOLDINGS, L.P., a Delaware limited partnership (“NDEx Holdings”), NATIONAL DEFAULT EXCHANGE
MANAGEMENT, INC., a Delaware corporation (“NDEx Management”), 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, LLC, a Texas limited liability company
(collectively, the “NDEx Subsidiaries”) in favor of U.S. BANK NATIONAL ASSOCIATION, as
Agent for the Banks under the Credit Agreement (each as defined below). Each of THP, THP LP, NDEx
Holdings, NDEx Management and each of the NDEx Subsidiaries are referred to herein individually as
a “New Borrower” and collectively as the “New Borrowers”.



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, and American Processing
Company, LLC, a Michigan limited liability company (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 Borrowers desire to become Borrowers under the Credit Agreement and the other Loan
Documents (as defined therein).


 


 









 





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, each 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, each 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 each 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, each New Borrower.



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




(a) It is a limited partnership, corporation or limited liability company duly
organized, validly existing and in good standing under the laws of the state of its
formation, organization or incorporation, as applicable, 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).


 


 









 






(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 each 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 each 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 satisfaction by the New
Borrower of the conditions set forth in Sections 3.1(a)(i), 3.1(a)(ii), 3.1(a)(iii), 3.1(a)(iv),
3.1(b), 3.1(c), 3.1(e) and 3.1(f) of the Credit Agreement (with respect to the New Borrowers only),
provided that any such condition to be performed or dated on or as of the Closing Date shall be
performed or dated on or as of the Effective Date.


 


 









 





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. Each 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) such
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, such 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)



 


 









 





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



	 	 	 	 	 	 	 	 	 
	 	 	THP/NDEX AIV CORP.,

a New Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THP/NDEX AIV L.P.,

a New Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NATIONAL DEFAULT EXCHANGE MANAGEMENT, INC.,

a New Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NATIONAL DEFAULT EXCHANGE 
HOLDINGS, L.P.,


a New Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NATIONAL DEFAULT EXCHANGE GP, LLC,

a New Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






JOINDER AGREEMENT

(CREDIT AGREEMENT)




 


S-1









 





	 	 	 	 	 	 	 	 	 
	 	 	NATIONAL DEFAULT EXCHANGE LP,

a New Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NDEX TECHNOLOGIES, LLC,

a New Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NDEX WEST, LLC,

a New Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NDEX TITLE SERVICES, LLC,

a New Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






Address for purposes of notice:

1200 Baker Building

706 Second Avenue South

Minneapolis, MN 55402

Attention: Scott Pollei




JOINDER AGREEMENT

(CREDIT AGREEMENT)



 


S-2









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Agent

 	 
	 	By:  	 	 
	 	 	Michael J. Staloch 	 
	 	 	Senior Vice President 	 



JOINDER AGREEMENT

(CREDIT AGREEMENT)




 


S-3









 





REAFFIRMATION BY EXISTING BORROWERS




The undersigned, each an Existing Borrower, as defined in the Joinder Agreement (the
“Joinder Agreement”) dated as of June
 _____, 2008 made by THP/NDEx AIV Corp., THP/NDEx AIV
L.P., National Default Exchange Holdings, L.P., National Default Management, Inc., National Default
Exchange GP, LLC, National Default Exchange LP, NDEx Technologies, LLC, NDEx West, LLC and NDEx
Title Services, LLC in favor of U.S. Bank National Association, as Agent for the Banks under the
Credit Agreement (each as defined in the Joinder Agreement), each acknowledges receipt of the
Joinder Agreement and acknowledges and affirms that each Loan Document, as modified by the Joinder
Agreement, is hereby ratified and confirmed in all respects and all terms, conditions and
provisions of each Loan Document, except as modified by the Joinder Agreement, shall remain
unmodified and in full force and effect. All references in any document or instrument to any Loan
Document are hereby amended and shall refer to such Loan Document as modified by the Joinder
Agreement.



	 	 	 	 	 	 	 
	 	 	DOLAN MEDIA COMPANY,
	 	 	as a Borrower and as Borrowers’ Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Executive Vice President and 

Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	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	 	 
	 	 	AMERICAN PROCESSING COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 





 


 









 





EXHIBIT G TO

FIRST AMENDMENT




JOINDER AGREEMENT (SECURITY AGREEMENT)




(See Attached)




 


 









 







JOINDER AGREEMENT (SECURITY AGREEMENT)




This JOINDER AGREEMENT (SECURITY AGREEMENT), dated as of July
 _____, 2008 (this
“Agreement”), is made and given by NATIONAL DEFAULT EXCHANGE HOLDINGS, L.P., a Delaware
limited partnership, THP/NDEX AIV CORP., a Delaware corporation, THP/NDEX AIV L.P., 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, LLC, a Texas limited liability
company (individually, a “Joining Party” and, collectively, the “Joining Parties”),
and is delivered to the Secured Party (as defined below) pursuant to Section 27 of that certain
Security Agreement, dated as of August 31, 2004 (as the same may be amended, supplemented or
supplemented from time to time, the “Security Agreement”), among each Grantor thereto from
time to time and U.S. Bank National Association, as Agent for the Banks (the “Secured
Party”) under that certain Second Amended and Restated Credit Agreement dated as of August 8,
2007 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”) by and among each Grantor, Dolan Media Company, as the Borrowers’ Agent, the banks
from time to time party thereto (the “Banks”), and U.S. Bank National Association, as Agent
for the Banks. Capitalized terms used but not defined herein shall have the meanings assigned to
such terms in the Security Agreement.



Pursuant to Section 27 of the Security Agreement, by its execution of this Agreement, each
Joining Party becomes a party to the Security Agreement bound by all of the terms and conditions
thereof, and, from and after the date hereof, is a Grantor entitled to all of the rights and
benefits and bound by all of the obligations of a Grantor under the Security Agreement. Each
Joining Party hereby acknowledges that by becoming a party to the Security Agreement such Joining
Party has granted, and hereby does grant, to the Secured Party for the benefit of the Secured Party
and the Banks a Security Interest in all of such Joining Party’s right, title, and interest in and
to the Collateral as set forth in Section 2 of the Security Agreement. The Joining Parties’ legal
names (as set forth in their respective constituent documents filed with the appropriate
governmental official or agency) and jurisdictions of organization are as set forth in the opening
paragraph hereof. The organizational numbers, if any, of the Joining Parties, and the addresses of
the chief places of business and chief executive offices of the Joining Parties, are set forth
under the Joining Parties’ signatures hereto. The Joining Parties hereby ratify, as of the date
hereof, and agree to be bound jointly and severally with each other Joining Party and Grantor, by,
all of the terms, provisions, obligations and conditions applicable to a Grantor in the Security
Agreement.


 


 









 





This Agreement and any amendments, waivers, consents or supplements hereto or in connection
herewith 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 an original, but all
such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same document.



This Agreement shall be binding upon the parties hereto and their respective executors,
administrators, other legal representatives, successors and assigns, and shall inure to the benefit
of the Secured Party, its successors and assigns and shall be governed by the laws of the State of
Minnesota without reference to principles of conflict of laws.



[The next page is the signature page.]



 


 









 





IN WITNESS WHEREOF, the Joining Parties, by their respective officers duly authorized,
intending to be legally bound, have caused this Agreement to be duly executed and delivered, and
the Secured Party has caused the same to be accepted by its authorized representative, as of the
date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	THP/NDEX AIV CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 	 	 
	 

	 	 	 	Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:
	 	 	1200 Baker Building	 	 
	 	 	706 Second Avenue South	 	 
	 	 	Minneapolis, MN 55402	 	 
	 	 	Fax: (612) 321-0563	 	 
	 	 	Attention: Scott Pollei	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THP/NDEX AIV L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 	 	 
	 

	 	 	 	Vice President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	 
	 	 	1200 Baker Building	 	 
	 	 	706 Second Avenue South	 	 
	 	 	Minneapolis, MN 55402	 	 
	 	 	Fax: (612) 321-0563	 	 
	 	 	Attention: Scott Pollei	 	 






JOINDER AGREEMENT

(SECURITY AGREEMENT)



 


S-1









 





	 	 	 	 	 	 	 
	 	 	NATIONAL DEFAULT EXCHANGE HOLDINGS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	1200 Baker Building
	 	 	706 Second Avenue South
	 	 	Minneapolis, MN 55402
	 	 	Fax: (612) 321-0563
	 	 	Attention: Scott Pollei
	 
	 	 	 	 	 	 
	 	 	NATIONAL DEFAULT EXCHANGE MANAGEMENT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	1200 Baker Building
	 	 	706 Second Avenue South
	 	 	Minneapolis, MN 55402
	 	 	Fax: (612) 321-0563
	 	 	Attention: Scott Pollei






JOINDER AGREEMENT

(SECURITY AGREEMENT)



 


S-2









 





	 	 	 	 	 	 	 
	 	 	NATIONAL DEFAULT EXCHANGE GP, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	1200 Baker Building
	 	 	706 Second Avenue South
	 	 	Minneapolis, MN 55402
	 	 	Fax: (612) 321-0563
	 	 	Attention: Scott Pollei
	 
	 	 	 	 	 	 
	 	 	NATIONAL DEFAULT EXCHANGE LP
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	1200 Baker Building
	 	 	706 Second Avenue South
	 	 	Minneapolis, MN 55402
	 	 	Fax: (612) 321-0563
	 	 	Attention: Scott Pollei






JOINDER AGREEMENT

(SECURITY AGREEMENT)



 


S-3









 





	 	 	 	 	 	 	 
	 	 	NDEX TECHNOLOGIES, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	1200 Baker Building
	 	 	706 Second Avenue South
	 	 	Minneapolis, MN 55402
	 	 	Fax: (612) 321-0563
	 	 	Attention: Scott Pollei
	 
	 	 	 	 	 	 
	 	 	NDEX WEST, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	1200 Baker Building
	 	 	706 Second Avenue South
	 	 	Minneapolis, MN 55402
	 	 	Fax: (612) 321-0563
	 	 	Attention: Scott Pollei






JOINDER AGREEMENT

(SECURITY AGREEMENT)



 


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	 	 	NDEX TITLE SERVICES, LLC
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Organizational ID No. [                    ]
	 
	 	 	 	 	 	 
	 	 	Address:
	 	 	1200 Baker Building
	 	 	706 Second Avenue South
	 	 	Minneapolis, MN 55402
	 	 	Fax: (612) 321-0563
	 	 	Attention: Scott Pollei






	 	 	 	 	 
	Acknowledged and accepted:
	 
	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,

as Secured Party	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Michael J. Staloch	 	 
	 

	 	Senior Vice President	 	 






JOINDER AGREEMENT

(SECURITY AGREEMENT)





 


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