exv10w4



 





EXHIBIT 10.4



Execution Copy




CONSENT AGREEMENT




     This CONSENT AGREEMENT (this “Consent Agreement”), made and entered into as of
November 30, 2007, 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 APC LLC, a Delaware limited
liability company (“Dolan APC”), AMERICAN PROCESSING COMPANY, LLC, a Michigan limited
liability company (“APC”), 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. Borrowers’ Agent, Dolan, Dolan Finance, Dolan APC, APC and the other subsidiaries of Dolan
party thereto (collectively, the “Borrowers”), the Banks, LaSalle Bank National
Association, as Syndication Agent, Associated Bank National Association, as Co-Documentation Agent,
Bank of the West, as Co-Documentation Agent, USBNA, as LC Bank and Lead Arranger, 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 that the Banks grant certain consents in connection with
purchases by Dolan APC of additional membership interests in APC.



     C. The Borrowers’ Agent has also advised the Agent of Dolan APC’s and APC’s intention to amend
the APC LLC Agreement to modify in favor of APC how the Repurchase Price under Section 7.7 of the
APC LLC Agreement is calculated, and has requested that the Banks consent to such modification.



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 Article 6 of the Credit Agreement, the Banks
hereby grant to APC and Dolan APC the following consents (each a “Consent” and,
collectively, the “Consents”):




     2.1 A consent under the Credit Agreement (including, but not limited to, under Sections
6.7, 6.8 and 6.12) to permit the purchase by Dolan APC of up to 11.33%



 









 






of additional Equity Interests in APC for an aggregate purchase price not to exceed
$16,000,000.




     2.2 A consent under the Credit Agreement (including, but not limited to, under Sections
6.7 and 6.8) to permit Dolan APC and APC to amend the APC LLC Agreement to modify how the
Repurchase Price (as defined therein) is calculated in connection with APC’s obligation to
repurchase a minority member’s Equity Interests in APC pursuant to Section 7.7 thereof in
substantially the form attached hereto as Exhibit A, which amendment shall not
result in a calculation of the Repurchase Price that is more burdensome to APC than a
calculation would be under the definition currently in effect.



     Section 3. Conditions to Effectiveness. The Consents are subject to the satisfaction
of the conditions set forth in this Section 3; if any condition is not met with respect to a
Consent, such Consent shall be deemed void ab initio; provided, that no such failure shall
have any effect on the other Consents.




     3.1 This Consent Agreement is duly executed and delivered by the Majority Banks, the
Agent, the Borrowers’ Agent, Dolan, Dolan Finance, Dolan APC and APC, with sufficient
original counterparts for each party hereto.




     3.2 In connection with the Consent granted pursuant to Section 2.2, the amendment to
the APC LLC Agreement described therein shall be satisfactory in form and substance to the
Agent, as evidenced by the release by the Agent of the signatures of the Majority Banks and
the Agent to this Consent Agreement to the Borrowers’ Agent.



     Section 4. Certification by the Borrowers. The Consents are further granted in
reliance on the Borrowers’ joint and several certifications that as of the date hereof, after
giving effect to this Consent Agreement, no Default or Event of Default has occurred and is
continuing.



     Section 5. Limited Purpose; Effect on Credit Agreement. 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 Consent Agreement 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) do not constitute an amendment or basis for a subsequent waiver of
any of the provisions of the Credit Agreement. Except as expressly provided herein, (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 Consent Agreement 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 6. Loan Document. The parties hereto agree that this Consent Agreement is a
Loan Document.



     Section 7. Authority; Etc. The execution and delivery by Dolan, Dolan Finance, Dolan
APC, APC and the Borrowers’ Agent on behalf of each other Borrower of this Consent Agreement are
within the organizational authority of each of them and have been duly authorized



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by all necessary organizational action on the part of, and have been duly and validly executed
by, each of them and the conditions to the effectiveness thereof have been satisfied.




     Section 8. Miscellaneous.




     8.1 Headings. The headings of various sections of this Consent Agreement have
been inserted for reference only and shall not be deemed to be a part of this Amendment.




     8.2 Counterparts. This Consent Agreement 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 this Consent Agreement may execute any such agreement by
executing a counterpart of such agreement.




     8.3 Governing Law. THIS CONSENT AGREEMENT 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.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Consent Agreement 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 J. Pollei	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Executive Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	DOLAN FINANCE COMPANY	 	 
	 	 	DOLAN APC LLC	 	 
	 	 	AMERICAN PROCESSING COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott J. Pollei	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN PROCESSING COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott J. Pollei	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Scott Pollei	 	 
	 

	 	 	 	Treasurer and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL
ASSOCIATION, as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Staloch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Michael J. Staloch,	 	 
	 

	 	 	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL
ASSOCIATION, as a Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael Staloch	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Michael J. Staloch,	 	 
	 

	 	 	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Pricco	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Peter Pricco	 	 
	 	 	Title: Vice President	 	 






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

	 	By:
	 	/s/ Michael R. Phelan	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael R. Phelan	 	 
	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brett Delfino	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Brett Delfino	 	 
	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	ASSOCIATED BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nicholas Myers	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Nicholas Myers	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF THE WEST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Andrew Gaspard	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Andrew Gaspard	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kent K. Takacs	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kent K. Takacs	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David A. Wild	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David A. Wild	 	 
	 	 	Title: Vice President	 	 






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EXHIBIT A TO

CONSENT AGREEMENT




AMENDMENT TO LLC AGREEMENT




(See Attached)




 1 









 








AMENDMENT NO. 2

to the

AMENDED AND RESTATED OPERATING AGREEMENT

of

AMERICAN PROCESSING COMPANY, LLC




     THIS AMENDMENT NO. 2 (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 (the “Operating Agreement”), by and
among American Processing Company, LLC, a Michigan limited liability company (the “Company”), Dolan
APC, LLC, a Delaware limited liability company (“Dolan”), Trott & Trott, PC, a Michigan
professional service corporation (“Trott & Trott”) and Feiwell & Hannoy Professional Corporation,
an Indiana professional corporation (“F&H”), is made and entered into to be effective for all
purposes as of November 30, 2007 by and among the Company, the Manager and the persons set forth as
Members on Exhibit A attached hereto. Capitalized terms used but not otherwise defined
herein shall have meanings specified in the Operating Agreement.



RECITALS




     A. Dolan and Trott & Trott are each parties to a Common Unit Purchase Agreement, dated as of
the date hereof, pursuant to which Dolan agreed to purchase 95,000 Common Units from Trott & Trott
on the terms and conditions set forth therein.



     B. Dolan and F&H are each parties to a Common Unit Purchase Agreement, dated as of the date
hereof, pursuant to which Dolan agreed to purchase 23,560 Common Units from F&H on the terms and
conditions set forth therein.



     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




Section 9. AMENDMENT




     9.1 The definition of “Formula Value Per Common Unit” in Article I of the Operating
Agreement is hereby amended and restated in its entirety as follows:




“Formula Value Per Common Unit” means, as of a specified date, an amount equal to
the quotient of (x) the difference between (i) the product of (A) the Company’s
Adjusted EBITDA for the most recently completed twelve (12) calendar months prior to
such date and (B) 6.25 and (ii) the aggregate amount of any interest bearing
indebtedness of the Company as of such date and (y) the number of Common Units of
the Company outstanding as of such date (determined on a Common Equivalent Basis).



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     9.2 The definition of “Supermajority-in-Interest of the Members” in Article I of the Operating
Agreement is hereby amended and restated in its entirety as follows:




“Supermajority-in-Interest of the Members” means the Member or Members holding in
the aggregate ninety percent (90%) or more of the Participating Percentages held by
the Members.



     9.3 Section 3.2 of the Partnership Agreement shall be deleted in its entirety and the
following shall be inserted as the amended and restated Section 3.2:




“3.2 Capital Contributions. Each of the Members has made one or more
capital contributions to the Company, which have been recorded on the books and
records of the Company. No Member shall be required to make any further capital
contributions to the Company.”



     9.4 The following sentence shall be added to the end of Section 7.7(a) of the Operating
Agreement:




“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).”



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



SECTION 10. REFERENCE TO AND EFFECT ON THE OPERATING AGREEMENT




     10.1 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.



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



SECTION 11. MISCELLANEOUS




     11.1 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. 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



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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.




     11.2 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.



     11.3 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.



     11.4 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.



     11.5 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.]




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     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:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MANAGER:	 	 
	 
	 	 	 	 	 	 
	 	 	DOLAN APC LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MEMBERS:	 	 
	 
	 	 	 	 	 	 
	 	 	DOLAN APC LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TROTT & TROTT, P.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	David A. Trott	 	 
	 	 	Its: President	 	 
	 
	 	 	 	 	 	 
	 	 	FEIWELL & HANNOY PROFESSIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





   









 





EXHIBIT A




List of Members, Capital Contributions, Capital Accounts

Common Units and Participating Percentages




	 	 	 	 	 	 	 	 	 
	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
	 	 	928,560	 	 	 	88.677	%
	 
	 	 	 	 	 	 	 	 
	Trott & Trott, P.C. 


31440 Northwestern Highway 


Suite 200


Farmington Hills, MI 48334


Phone: (248) 642-2515


Fax: (248) 642-3628


Attention: David A. Trott
	 	 	95,000	 	 	 	9.073	%
	 
	 	 	 	 	 	 	 	 
	Feiwell & Hannoy Professional
Corporation 


251 North Illinois Street,
Suite 1700


Indianapolis, Indiana 46204


Phone: (317) 237-2727


Fax: (317) 237-2722


Attention: [                    ]
	 	 	23,560	 	 	 	2.250	%
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL:
	 	 	1,047,120	 	 	 	100.000	%







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