Exhibit 10.2





EXHIBIT 10.2




AMENDMENT NO. 5

to the

AMENDED AND RESTATED OPERATING AGREEMENT

of

AMERICAN PROCESSING COMPANY, LLC




THIS AMENDMENT NO. 5 (this “Amendment”) to that certain Amended and Restated Operating
Agreement, dated as of March 14, 2006, as amended by that certain Amendment No. 1 to the Amended
and Restated Operating Agreement, dated as of January 9, 2007, that certain Amendment No. 2 to the
Amended and Restated Operating Agreement, dated as of November 30, 2007, that certain Amendment No.
3 to the Amended and Restated Operating Agreement, dated as of February 28, 2008, and that certain
Amendment No. 4 to the Amended and Restated Operating Agreement (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 1, 2009, 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. Upon Michael C. Barrett’s death on January 11, 2009, his surviving spouse, Jacqueline M.
Barrett, became the sole owner of all 34,609 Common Units held by Michael C. Barrett and Jacqueline
M. Barrett in joint tenancy with right of survivorship.



B. On July 1, 2009, Barrett Daffin Frappier Turner & Engel, LLP transferred all of its 1,801
Common Units as follows:



	 	 	 	 	 
	Assignee	 	No. of Common Units
	Jill A. Helmers

	 	 	600	 
	Rebecca L. Howell

	 	 	601	 
	Christine T. Pummill

	 	 	600	 






Upon the consummation of such transfer (the “Barrett Transfer”), each of the assignees
identified above became a Substituted Member of the Company.



C. 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.



AGREEMENT





	1.	 	AMENDMENTS






1.1 The definition of “NDeX Sellers” in Article I of the Operating Agreement is hereby amended
and restated in its entirety as follows:




“NDEx Sellers” means Jacqueline M. Barrett, Robert F. Frappier, James C. Frappier, Mary
A. Daffin, Barry Tiedt, Abbe L. Patton, Jill A. Helmers, Rebecca L. Howell and Christine T.
Pummill.


 


 









 





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




	2.	 	REFERENCE TO AND EFFECT ON THE OPERATING AGREEMENT






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



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




	3.	 	MISCELLANEOUS






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



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



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



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



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


 


 









 





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



	 	 	 	 	 
	 	COMPANY:

 

AMERICAN PROCESSING COMPANY, LLC

 

By:  DOLAN APC LLC

Its:  Manager

 	 
	 	By:  	/s/ Scott J. Pollei
 	 
	 	 	Name:  	Scott J. Pollei 	 
	 	 	Its: Vice President 	 
	 
	 	MANAGER: 


DOLAN APC LLC

 	 
	 	By:  	/s/ Scott J. Pollei
 	 
	 	 	Name:  	Scott J. Pollei 	 
	 	 	Its: Vice President 	 
	 
	 	MEMBERS: 


DOLAN APC LLC

 	 
	 	By:  	/s/ Scott J. Pollei
 	 
	 	 	Name:  	Scott J. Pollei 	 
	 	 	Its: Vice President 	 
	 
	 	APC INVESTMENTS, LLC

 	 
	 	By:  	/s/ David A. Trott
 	 
	 	 	Name:  	David A. Trott 	 
	 	 	Its: Manager 	 
	 



 


 









 





EXHIBIT A




List of Members, Capital Contributions, Capital Accounts

Common Units and Participating Percentages




As of July 1, 2009




	 	 	 	 	 	 	 	 	 
	Name, Address, Phone	 	 	 	 
	and Fax of Member	 	Common Units	 	Participating 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

	 	 	1,173,952	 	 	 	84.67	%
	 
	 	 	 	 	 	 	 	 
	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	 	 	 	7.57	%
	 
	 	 	 	 	 	 	 	 
	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	 	 	 	1.70	%
	 
	 	 	 	 	 	 	 	 
	Jacqueline M. Barrett

5941 Club Oaks Drive

Dallas, Texas 75248

Phone: (972) 341-0512

Fax: (972) 341-0601

	 	 	34,609	 	 	 	2.50	%
	 
	 	 	 	 	 	 	 	 
	Robert F. Frappier

1735 North Blvd.

Houston, Texas 77098

Phone: (713) 693-2002

Fax: (713) 621-2179

	 	 	14,899	 	 	 	1.07	%
	 
	 	 	 	 	 	 	 	 
	James C. Frappier and Judith A. Frappier, JTWROS

4308 Mossey Oak Court

Flower Mound, Texas 75022

Phone: (214) 668-0303

Fax: (972) 341-5024

	 	 	5,714	 	 	 	0.41	%





 


 









 





	 	 	 	 	 	 	 	 	 
	Name, Address, Phone	 	 	 	 
	and Fax of Member	 	Common Units	 	Participating Percentage
	 
	 	 	 	 	 	 	 	 
	Mary A. Daffin and Maynard Samuel Daffin, Sr.,

Tenants in Common

11750 Gallant Ridge Lane

Houston, Texas 77082

Phone: (281) 596-8733

Fax: (281) 596-8462

	 	 	14,899	 	 	 	1.07	%
	 
	 	 	 	 	 	 	 	 
	Barry Tiedt and Terri Tiedt, JTWROS

921 Genoa Court

Argyle, Texas 76226

Phone: (972) 341-0572

Fax: (972) 341-0679

	 	 	5,714	 	 	 	0.41	%
	 
	 	 	 	 	 	 	 	 
	Abbe L. Patton and Lisle D. Patton, JTWROS

6016 Pinnacle Cr.

Little Elm, Texas 75068

Phone: (972) 341-0506

Fax: (972) 341-0678

	 	 	5,714	 	 	 	0.41	%
	 
	 	 	 	 	 	 	 	 
	Rebecca L. Howell

1916 Lincolnshire

Bedford, TX 76021

Phone: (972) 341-0596

Fax: (972) 341-0679

	 	 	601	 	 	 	0.04	%
	 
	 	 	 	 	 	 	 	 
	Jill A. Helmers

5208 Saddle Drive

Flower Mound, TX 75028

Phone: (972) 341-0505

Fax: (972)341-0679

	 	 	600	 	 	 	0.04	%
	 
	 	 	 	 	 	 	 	 
	Christine T. Pummill

249 Enclaves Court

Coppell, TX 75019

Phone: (972) 341-523104

Fax: (972)341-0679

	 	 	600	 	 	 	0.04	%
	 
	 	 	 	 	 	 	 	 
	Brian S. Engel

P.O. Box 76

Driftwood, TX 78619

Phone: (512) 477-0008

Fax: (512) 477-1112

	 	 	393	 	 	 	0.03	%
	 
	 	 	 	 	 	 	 	 
	Steve P. Turner and Marsha L. Turner, Tenants in
Common

10002 Brandywine Circle

Austin, TX 78750

Phone: (512) 477-0008

Fax: (512) 477-1112

	 	 	394	 	 	 	0.03	%
	 
	 	 	 	 	 	 	 	 
	TOTAL:

	 	 	1,386,554	 	 	 	100.000	%