10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: June 30, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From                      to                     .

Commission File Number: 001-33603

Dolan Media Company

(Exact name of registrant as specified in its charter)

Delaware	43-2004527
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

222 South Ninth Street, Suite 2300,
Minneapolis, Minnesota 55402
(Address, including zip code of registrant’s principal executive offices)

(612) 317-9420
Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

On August 5, 2009, there were 30,080,425 shares of the registrant’s common stock outstanding.

PART I — FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008	1
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2009 and 2008	2
Unaudited Condensed Consolidated Statements of Stockholders’ Equity as of June 30, 2009	3
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008	4
Notes to Unaudited Condensed Consolidated Interim Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures about Market Risk	37
Item 4. Controls and Procedures	38
PART II — OTHER INFORMATION	38
Item 1. Legal Proceedings	38
Item 1A. Risk Factors	38
Item 2. Unregistered Sales of Securities and Use of Proceeds	39
Item 3. Defaults Upon Senior Securities	39
Item 4. Submission of Matters to a Vote of Security Holders	39
Item 5. Other Information	39
Item 6. Exhibits	40
SIGNATURES	41
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.8
Section 302 Certification of James P. Dolan
Section 302 Certification of Vicki J. Duncomb
Section 906 Certification of James P. Dolan
Section 906 Certification of Vicki J. Duncomb

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Dolan Media Company

Condensed Consolidated Balance Sheets

(in thousands, except share data)

	June 30,			December 31,
	2009			2008
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	16,048		$	2,456
Accounts receivable, including unbilled services (net of allowances for doubtful accounts of $964 and $1,398 as of June 30, 2009 and December 31, 2008, respectively)		51,827			38,776
Unbilled pass-through costs		12,684			7,164
Prepaid expenses and other current assets		2,299			4,881
Deferred income taxes		397			397
Total current assets		83,255			53,674
Investments		16,356			17,126
Property and equipment, net		18,861			21,438
Finite-life intangible assets, net		246,948			254,917
Goodwill		117,961			118,983
Other assets		4,510			5,166
Total assets	$	487,891		$	471,304
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	11,900		$	12,048
Accounts payable		7,055			9,116
Accrued pass-through liabilities		25,073			21,598
Accrued compensation		6,848			7,673
Accrued liabilities		5,898			2,738
Due to sellers of acquired businesses		—			75
Deferred revenue		14,540			13,014
Total current liabilities		71,314			66,262
Long-term debt, less current portion		137,225			143,450
Deferred income taxes		13,505			18,266
Deferred revenue and other liabilities		4,696			5,136
Total liabilities		226,740			233,114
Redeemable noncontrolling interest		28,009			15,760
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, $0.001 par value; authorized: 70,000,000 shares; outstanding: 30,081,017 and 29,955,018 shares as of June 30, 2009 and December 31, 2008, respectively		30			30
Preferred stock, $0.001 par value; authorized: 5,000,000 shares; designated: 5,000 shares of Series A Junior Participating Preferred Stock; no shares outstanding		—			—
Additional paid-in capital		285,169			291,310
Accumulated deficit		(52,057	)		(68,910	)
Total stockholders’ equity		233,142			222,430
Total liabilities and stockholders’ equity	$	487,891		$	471,304

See Notes to Unaudited Condensed Consolidated Interim Financial Statements

1

Dolan Media Company

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Revenues
Professional Services	$	44,294		$	18,129		$	86,326		$	36,869
Business Information		22,746			23,424			44,650			46,196
Total revenues		67,040			41,553			130,976			83,065
Operating expenses
Direct operating: Professional Services		15,682			6,436			31,140			12,747
Direct operating: Business Information		7,425			8,152			14,875			15,724
Selling, general and administrative		22,427			16,732			43,163			32,836
Amortization		4,171			2,318			9,295			4,536
Depreciation		2,351			1,190			4,474			2,291
Total operating expenses		52,056			34,828			102,947			68,134
Equity in earnings of The Detroit Legal News Publishing, LLC		1,333			1,469			2,730			3,026
Operating income		16,317			8,194			30,759			17,957
Non-operating income (expense)
Interest expense, net of interest income		(1,728	)		(1,464	)		(3,698	)		(2,760	)
Non-cash interest income related to interest rate swaps		296			1,177			530			22
Other income		—			10			1,446			21
Total non-operating expense		(1,432	)		(277	)		(1,722	)		(2,717	)
Income before income taxes		14,885			7,917			29,037			15,240
Income tax expense		(5,361	)		(3,027	)		(9,678	)		(5,786	)
Net income		9,524			4,890			19,359			9,454
Less: Net income attributable to the redeemable noncontrolling interest		(1,318	)		(493	)		(2,506	)		(1,050	)
Net income attributable to Dolan Media Company	$	8,206		$	4,397		$	16,853		$	8,404
Earnings per share — basic:
Net income attributable to Dolan Media Company	$	0.27		$	0.18		$	0.56		$	0.34
Accretion of redeemable noncontrolling interest, net of tax, in conjunction with adoption of SFAS No. 160		(0.13	)		—			(0.24	)		—
Net income attributable to Dolan Media Company common stockholders	$	0.14		$	0.18		$	0.32		$	0.34
Weighted average shares outstanding — basic		29,815,405			24,936,360			29,810,590			24,936,183
Earnings per share — diluted:
Net income attributable to Dolan Media Company	$	0.27		$	0.17		$	0.56		$	0.33
Accretion of redeemable noncontrolling interest, net of tax, in conjunction with adoption of SFAS No. 160		(0.13	)		—			(0.24	)		—
Net income attributable to Dolan Media Company common stockholders	$	0.14		$	0.17		$	0.32		$	0.33
Weighted average shares outstanding — diluted		29,917,495			25,307,422			29,896,194			25,246,279

See Notes to Unaudited Condensed Consolidated Interim Financial Statements

2

Dolan Media Company

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

					Additional
	Common Stock				Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance (deficit) at December 31, 2007		25,088,718	$	25	$	212,364		$	(83,213	)	$	129,176
Net income		—		—		—			14,303			14,303
Private placement of common stock, net of offering costs		4,000,000		4		60,483			—			60,487
Issuance of common stock in a business acquisition		825,528		1		16,460			—			16,461
Issuance of common stock pursuant to the exercise of stock options under the 2007 incentive compensation plan		8,089		—		21			—			21
Stock-based compensation expense, including issuance of restricted stock (shares are net of forfeitures)		32,683		—		1,918			—			1,918
Tax benefit on stock options exercised		—		—		64			—			64
Balance (deficit) at December 31, 2008		29,955,018	$	30	$	291,310		$	(68,910	)	$	222,430
Net income attributable to Dolan Media Company		—		—		—			16,853			16,853
Accretion of redeemable noncontrolling interest, net of tax		—		—		(7,293	)		—			(7,293	)
Net income attributable to Dolan Media Company common stockholders		—		—		—			—			9,560
Issuance of common stock pursuant to the exercise of stock options under the 2007 incentive compensation plan		5,033		—		7			—			7
Stock-based compensation expense, including issuance of restricted stock (shares are net of forfeitures)		120,966		—		1,145			—			1,145
Balance (deficit) at June 30, 2009		30,081,017	$	30	$	285,169		$	(52,057	)	$	233,142

See Notes to Unaudited Condensed Consolidated Interim Financial Statements

3

Dolan Media Company

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	Six Months Ended
	June 30,
	2009			2008
Cash flows from operating activities
Net income	$	19,359		$	9,454
Distributions received from The Detroit Legal News Publishing, LLC		3,500			3,500
Distributions paid to holders of noncontrolling interest		(2,311	)		(909	)
Non-cash operating activities:
Amortization		9,295			4,536
Depreciation		4,474			2,291
Equity in earnings of The Detroit Legal News Publishing, LLC		(2,730	)		(3,026	)
Stock-based compensation expense		1,145			792
Change in value of interest rate swap and accretion of interest on note payable		(525	)		81
Amortization of debt issuance costs		123			94
Change in accounting estimate related to self-insured medical reserve		—			(470	)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable and unbilled pass-through costs		(18,571	)		(4,461	)
Prepaid expenses and other current assets		2,581			386
Other assets		18			17
Accounts payable and accrued liabilities		5,199			(2,910	)
Deferred revenue		1,444			199
Net cash provided by operating activities		23,001			9,574
Cash flows from investing activities
Acquisitions and investments		(1,426	)		(19,176	)
Pending acquisitions		—			(691	)
Capital expenditures		(1,613	)		(2,303	)
Net cash used in investing activities		(3,039	)		(22,170	)
Cash flows from financing activities
Net payments on senior revolving note		—			(9,000	)
Proceeds from borrowings or conversions on senior term notes		—			25,000
Payments on senior long-term debt		(4,625	)		(1,564	)
Capital contribution from holder of noncontrolling interest		—			1,179
Payment on unsecured note payable		(1,750	)		(1,750	)
Proceeds from stock option exercises		7			—
Other		(2	)		—
Net cash (used) provided by financing activities		(6,370	)		13,865
Net increase in cash and cash equivalents		13,592			1,269
Cash and cash equivalents at beginning of the period		2,456			1,346
Cash and cash equivalents at end of the period	$	16,048		$	2,615

See Notes to Unaudited Condensed Consolidated Interim Financial Statements

4

Notes to Unaudited Condensed Consolidated Interim Financial Statements

Note 1. Nature of Business and Significant Accounting Policies

Basis of Presentation: The condensed consolidated balance sheet as of December 31, 2008, which has been derived from audited financial statements, and the unaudited condensed consolidated interim financial statements of Dolan Media Company (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to the quarterly report on Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2008 included in the Company’s annual report on Form 10-K filed on March 12, 2009, with the Securities and Exchange Commission.

In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of the Company’s interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full calendar year.

The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company, its wholly-owned subsidiaries and it majority ownership interest in American Processing Company, LLC (APC). The Company accounts for the percentage interest in APC that it does not own as noncontrolling interest. During the quarter, the Company began operating APC under the trade name National Default Exchange, or NDeX. Therefore, when the Company refers to NDeX in these notes, it means all of its mortgage default processing operations in Michigan, Indiana, Minnesota and at Barrett-NDEx (defined below), which serves the Texas, California and Georgia markets, all of which the Company formerly referred to as APC. When the Company refers to Barrett- NDEx in these notes, it means the entities that constitute the mortgage default processing operations serving the Texas, California and Georgia markets which NDeX acquired on September 2, 2008, as described in Note 3 “National Default Exchange L.P. and related entities.”

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Derivative Instruments: Under the Company’s bank credit facility, it is required to enter into derivative financial instrument transactions, such as swaps or interest rate caps, in order to manage or reduce its exposure to risk from changes in interest rates. The Company uses interest rate swaps because it is exposed to market risks related to interest rates, with its exposure to changes in interest rates being limited to borrowings under its credit facility. The Company has not designated these interest rate swap agreements for hedge accounting treatment. As of June 30, 2009, the Company had swap arrangements that convert $40.0 million of its variable rate term loan into a fixed rate obligation. The Company does not enter into derivatives or other financial instrument transactions for speculative purposes. The interest rate swaps are valued using market interest rates, and are included in “deferred revenue and other liabilities” in its unaudited condensed consolidated balance sheet. As such, these derivative instruments are classified within level 2 under SFAS No. 157.

Fair Value of Financial Instruments: The carrying value of cash equivalents, accounts receivable, and accounts payable approximate fair value because of the short-term nature of these instruments. To estimate the fair value of debt issues that are not quoted on an exchange, the Company estimates an interest rate it would be required to pay if it had to refinance its debt. At June 30, 2009, the estimated fair value of debt was $137.1 million compared to a carrying value of $149.1 million. At June 30, 2008, the carrying value of variable-rate debt approximated fair value as the interest rate was not significantly different than the current market rate.

5

New Accounting Pronouncements: In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” (“SFAS No. 141R”) which changes how the Company accounts for business acquisitions. SFAS No. 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets, and tax benefits. For the Company, SFAS No. 141R was effective beginning January 1, 2009. Accordingly, for acquisitions occurring after January 1, 2009, the Company is required to expense, in the period incurred, acquisition-related costs, rather than including such costs in the purchase price as it has historically done. The Company did not consummate any acquisitions or incur any significant transaction-related costs during the six months ended June 30, 2009.

In April 2009, the FASB issued FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSP FAS 141(R)-1”). FSP FAS 141(R)-1 amends and clarifies SFAS No. 141(R) to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. For the Company, the FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The initial adoption of FSP FAS 141(R)-1 did not have an impact on the Company’s results of operations or cash flows for the six months ended June 30, 2009, but future acquisitions may be impacted by the provisions of this standard.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51,” (“SFAS No. 160”) which establishes new standards governing the accounting for and reporting of noncontrolling interests (NCIs) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests), in most cases, be treated as a separate component of equity, not as a liability; that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions, rather than as step acquisitions or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. This standard also requires the Company to change certain presentation and disclosures in its financial statements. For the Company, SFAS No. 160 was effective beginning January 1, 2009. The Company’s noncontrolling interest consists of the 15.3% aggregate membership interests in its subsidiary, NDeX, held by APC Investments, LLC, Feiwell & Hannoy Professional Corporation and the sellers of Barrett-NDEx (defined in Note 3 below) or their affiliates (as a group). Under the NDeX operating agreement, each of the holders of the noncontrolling interests has the right, for a certain period of time, to require NDeX to repurchase all or any portion of the NDeX membership interests held by such holder. To the extent any holder timely exercises this right, the purchase price of such membership interest will be based on 6.25 times NDeX’s trailing twelve month earnings before interest, taxes, depreciation and amortization less the aggregate amount of any interest bearing indebtedness outstanding for NDeX as of the date the repurchase occurs. Because the NCIs have a redeemable feature outside of the control of the Company, the Company will continue to show these NCIs on the mezzanine section of the balance sheet between “Liabilities” and “Stockholders’ Equity,” rather than a separate component of equity. Also because of the redeemable nature of these NCIs, the Company is required to employ the provisions of EITF Topic D-98, which SFAS No. 160 amended, and adjust the NCIs to either the fair value or the redemption amount at each reporting period. The Company has chosen to record its NCIs at the redemption amount, with the adjustment recorded through “additional paid-in capital” rather than directly as a charge against earnings, and has therefore employed the two-class method as set forth in EITF 03-6 to calculate earnings per share based on net income attributable to its common stockholders. At June 30, 2009, the Company has recorded an adjustment of $7.3 million (net of tax) to record the redeemable noncontrolling interests to their redemption value. If SFAS No. 160 was effective at December 31, 2008, the carrying amount of the noncontrolling interests of $15.8 million would have been adjusted to reflect the redemption value of $16.8 million, resulting in a $0.6 million adjustment to additional paid-in capital (net of tax). The provisions of the standard have been applied to all NCIs prospectively, except for the presentation and disclosure requirements, which have been applied retrospectively to all periods presented.

6

In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS No. 161”). The Statement requires companies to provide enhanced disclosures regarding derivative instruments and hedging activities in order to better convey the purpose of derivative use in terms of the risks that such companies are intending to manage. Disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company’s financial position, financial performance, and cash flows are required. This Statement retains the same scope as SFAS No. 133 and was effective beginning January 1, 2009 for the Company. Accordingly, the Company has included the required disclosures in “Use of Derivative Instruments” above.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 increases the frequency of certain fair value disclosures from annual to quarterly. Such disclosures include the fair value of all financial instruments within the scope of Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures about Fair Value of Financial Instruments,” as well as the methods and significant assumptions used to estimate fair value. FSP FAS 107-1 and APB 28-1 is effective for interim periods ending after June 15, 2009. Accordingly, the Company has included such disclosures in “Fair Value of Financial Instruments” above.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS No. 165”) , establishing principles and requirements for subsequent events. In particular, SFAS No. 165 sets forth the period after the balance sheet date during which management shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. SFAS No. 165 is effective for interim periods ending after June 15, 2009. Accordingly, the Company has applied the provisions of this statement in the current reporting period. See Note 14 for information pertaining to subsequent events.

Note 2. Basic and Diluted Income Per Share

Basic per share amounts are computed, generally, by dividing net income by the weighted-average number of common shares outstanding. As described in the Company’s discussion of SFAS No. 160 in Note 1 above, the Company has employed the two-class method to calculate earnings per share based on net income attributable to its common stockholders. At June 30, 2009 and December 31, 2008, there were no shares of preferred stock issued and outstanding. Diluted per share amounts assume the conversion, exercise, or issuance of all potential common stock instruments (see Note 12 for information on stock options) unless their effect is anti-dilutive.

The following table computes basic and diluted net income per share (in thousands, except per share amounts):

	Three Months						Six Months
	Ended June 30,						Ended June 30,
	2009			2008			2009			2008
Net income attributable to Dolan Media Company	$	8,206		$	4,397		$	16,853		$	8,404
Accretion of redeemable noncontrolling interest, net of tax		(3,943	)		—			(7,293	)		—
Net income attributable to Dolan Media Company common stockholders	$	4,263		$	4,397		$	9,560		$	8,404
Basic:
Weighted average common shares outstanding		30,036			25,116			29,995			25,101
Weighted average common shares of unvested restricted stock		(221	)		(180	)		(184	)		(165	)
Shares used in the computation of basic net income per share		29,815			24,936			29,811			24,936
Net income attributable to Dolan Media Company common stockholders per share — basic	$	0.14		$	0.18		$	0.32		$	0.34
Diluted:
Shares used in the computation of basic net income per share		29,815			24,936			29,811			24,936
Stock options and restricted stock		102			371			85			310
Shares used in the computation of dilutive net income per share		29,917			25,307			29,896			25,246
Net income attributable to Dolan Media Company common stockholders per share — diluted	$	0.14		$	0.17		$	0.32		$	0.33

For the three months ended June 30, 2009 and 2008, options to purchase approximately 1.8 million and 0.2 million weighted shares of common stock, respectively, were excluded from the computation because their effect would have been anti-dilutive. For the six months ended June 30, 2009 and 2008, options to purchase approximately 1.9 million and 0.1 million weighted shares of common stock, respectively, were excluded from the computation because their effect would have been anti-dilutive.

7

Note 3. Acquisitions

The Company accounts for acquisitions consummated after January 1, 2009, under the acquisition method of accounting, in accordance with SFAS No. 141R. For acquisitions prior to that date, the Company accounted for such acquisitions in accordance with SFAS No. 141, “Business Combinations.” Management is responsible for determining the fair value of the assets acquired and liabilities assumed at the acquisition date. The fair values of the assets acquired and liabilities assumed represent management’s estimate of fair values. Management determines valuations through a combination of methods, which include internal rate of return calculations, discounted cash flow models, outside valuations and appraisals and market conditions. The Company did not consummate any acquisitions during the six months ended June 30, 2009. For acquisitions consummated in 2008, the Company has included the results of these acquisitions in the accompanying interim condensed consolidated statement of operations from the respective acquisition dates forward.

Wilford & Geske: On February 22, 2008, NDeX, a majority owned subsidiary of the Company, acquired the mortgage default processing services business of Wilford & Geske, a Minnesota law firm. Under the purchase agreement, NDeX was obligated to pay up to an additional $2.0 million in purchase price depending upon the adjusted EBITDA for this business during the twelve months ended March 31, 2009. In connection with the partial achievement of such performance target, NDeX paid an additional $1.3 million in purchase price to the sellers in the second quarter of 2009. The Company has allocated this amount to the long-term service agreement entered into with the law firm Wilford & Geske, which is being amortized over the remaining 14 years of the initial contract term.

National Default Exchange, L.P. and related entities: On September 2, 2008, NDeX acquired all of the outstanding equity interests in National Default Exchange Management, Inc., National Default Exchange Holdings, LP, THP/ NDEx AIV, Corp., and THP/ NDEx AIV, LP (all of such entities referred to collectively as “Barrett-NDEx”). The Company has engaged an independent third-party valuation firm to assist it in determining the estimated fair value of the identified intangibles. This valuation is not yet complete and, therefore, the allocation is preliminary. The Company made no changes to its purchase accounting of this acquisition during the second quarter. The Company may be obligated to pay the sellers of Barrett-NDEx up to an additional $13.0 million in cash based upon the adjusted EBITDA for Barrett-NDEx during the four calendar quarters following the closing of the acquisition. If the adjusted EBITDA for Barrett-NDEx equals or exceeds $28.0 million during such four calendar quarter period, the Company will pay the sellers the maximum $13.0 million earnout payment. However, the maximum earnout payment of $13.0 million will be reduced by $7.50 for each $1.00 that Barrett-NDEx’s adjusted EBITDA for such twelve month period is less than the $28.0 million target. Based upon the adjusted EBITDA for Barrett-NDEx for the first three calendar quarters following the close of acquisition, Barrett-NDEx appears to be on course to earn the maximum earnout payment of $13.0 million. The Company has not recorded a liability for this earnout as of June 30, 2009, and will record the liability during the third quarter when the adjusted EBITDA of Barrett-NDEx for the four calendar quarters ending September 30, 2009 is known and finalized, provided the earnout target has been met.

As a result of this acquisition, the Company recorded, as additional purchase price, a liability of $1.5 million for the estimated severance costs related to involuntary employee terminations resulting from the anticipated elimination of certain duplicative positions, which was expected to be paid out in cash within the twelve months following the acquisition. This liability was included as goodwill in the preliminary allocation of the purchase price in accordance with SFAS No. 141 and EITF Issue No. 95-3 “Recognition of Liabilities in Connection with a Purchase Business Combination.” In the second quarter of 2009, the Company eliminated 16 positions in connection with this plan for aggregate payments of approximately $453,000. Also in the second quarter, the Company completed its plan of restructuring and has determined that it will not be eliminating any additional positions under this restructuring plan. Accordingly, the Company reduced the liability to zero as a purchase price adjustment to goodwill.

8

Pro Forma Information (unaudited): Actual results of operations of the companies acquired in 2008 are included in the unaudited condensed consolidated interim financial statements from the dates of acquisition. The unaudited pro forma condensed consolidated statement of operations of the Company, set forth below, gives effect to the following acquisitions: (1) the mortgage default processing services business of Wilford & Geske acquired in February 2008, (2) the assets of Legal & Business Publishers, Inc. acquired in February 2008, (3) the assets of Midwest Law Printing Company, Inc. acquired in June 2008, and (4) the business of Barrett-NDEx acquired in September 2008, using the purchase method as if the acquisitions occurred on January 1, 2008. The Company did not include the acquisition of the assets of Minnesota Political Press, Inc. and Quadriga Communications, LLC because its impact on the Company’s financial statements would be immaterial. These amounts are not necessarily indicative of the consolidated results of operations for future years or actual results that would have been realized had the acquisitions occurred as of the beginning of each such year. There is no corresponding pro forma data shown for the three and six months ended June 30, 2009, as the Company has included each of the above acquisitions in its actual operating results for the full periods (in thousands, except per share data):

	Pro Forma
	Three Months		Six Months
	Ended		Ended June 30,
	June 30, 2008		2008
Total revenues	$	59,774	$	120,466
Net income attributable to Dolan Media Company common stockholders		4,716		9,139
Net income per share:
Basic	$	0.18	$	0.35
Diluted	$	0.18	$	0.36
Actual/Pro forma weighted average shares outstanding:
Basic		25,762		25,762
Diluted		25,513		25,658

Note 4. Investments

Investments consisted of the following at June 30, 2009 and December 31, 2008 (in thousands):

	Accounting	Percent		June 30,		December 31,
	Method	Ownership		2009		2008
The Detroit Legal News Publishing, LLC	Equity		35	$	15,456	$	16,226
GovDelivery, Inc.	Cost		15		900		900
Total				$	16,356	$	17,126

The Detroit Legal News Publishing, LLC: The Company owns a 35% membership interest of The Detroit Legal News Publishing, LLC, or DLNP. The Company accounts for this investment using the equity method. Under DLNP’s membership operating agreement, the Company receives quarterly distributions based on its ownership percentage.

The difference between the Company’s carrying value and its 35% share of the members’ equity of DLNP relates principally to an underlying customer list at DLNP that is being amortized over its estimated economic life through 2015.

The following table summarizes certain key information relative to the Company’s investment in DLNP as of June 30, 2009 and December 31 2008, and for the three and six months ended June 30, 2009 and 2008 (in thousands):

	As of June 30,		As of December 31,
	2009		2008
Carrying value of investment	$	15,456	$	16,226
Underlying finite-lived customer list, net of amortization		9,675		10,429

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2009		2008		2009		2008
Equity in earnings of DLNP, net of amortization of customer list	$	1,333	$	1,469	$	2,730	$	3,026
Distributions received		2,100		2,100		3,500		3,500
Amortization expense		377		377		753		754

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DLNP publishes ten legal newspapers, along with one quarterly magazine, all located in southern Michigan. Summarized financial information for DLNP for the three and six months ended June 30, 2009 and 2008 is as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2009		2008		2009		2008
Revenues	$	11,534	$	12,031	$	23,483	$	24,436
Cost of revenues		4,669		4,797		9,438		9,539
Gross profit		6,865		7,234		14,045		14,897
Selling, general and administrative expenses*		1,600		1,934		3,326		3,232
Operating income*		5,265		5,300		10,719		10,846
Net income	$	4,886	$	5,273	$	9,953	$	10,800
Company’s 35% share of net income	$	1,710	$	1,846	$	3,483	$	3,780
Less amortization of intangible assets		377		377		753		754
Equity in earnings of DLNP, LLC	$	1,333	$	1,469	$	2,730	$	3,026

* For comparison purposes only, the Company has changed the selling, general and administrative expenses and operating income presented here for the three and six months ended June 30, 2008 from those previously reported to reflect current year treatment of Michigan business taxes as a non-operating expense as a result of changes in Michigan tax law.

Note 5. Goodwill and Finite-life Intangible Assets

Goodwill: The carrying amount of goodwill by segment is as follows (in thousands):

	June 30, 2009		December 31, 2008
Professional Services	$	58,729	$	59,751
Business Information		59,232		59,232
Total	$	117,961	$	118,983

The change in goodwill in the Professional Services Division resulted from the reduction of a liability in the amount of $1.0 million to zero in connection with the plan of restructure related to the acquisition of Barrett-NDEx. See Note 2 for more information about this liability.

Finite-Life Intangible Assets: Total amortization expense for finite-life intangible assets for the three months ended June 30, 2009 and 2008 was approximately $4.2 million and $2.3 million, respectively, and for the six months ended June 30, 2009 and 2008 was approximately $9.3 million and $4.5 million, respectively. In the six months ended June 30, 2009, the Company recorded an additional $0.9 million of amortization expense to write off the non-compete agreement with Michael Barrett who died in January 2009. Please see Note 3 above for information pertaining to an additional amount of $1.3 million recorded to the service agreement intangible asset in the six months ended June 30, 2009 as a result of the additional purchase price NDeX paid to the sellers of the mortgage default processing services business of Wilford & Geske.

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Note 6. Long-Term Debt, Capital Lease Obligation

A summary of long-term debt is as follows (in thousands):

	June 30,		December 31,
	2009		2008
Senior secured debt (see below):
Senior variable-rate term note, payable in quarterly installments with a balloon payment due August 8, 2014	$	149,125	$	153,750
Senior variable-rate revolving note due August 8, 2012		—		—
Total senior secured debt		149,125		153,750
Unsecured note payable		—		1,746
Capital lease obligations		—		2
		149,125		155,498
Less current portion		11,900		12,048
Long-term debt, less current portion	$	137,225	$	143,450

Senior Secured Debt: The Company and its consolidated subsidiaries have a credit agreement with U.S. Bank, NA and other syndicated lenders for a senior secured credit facility comprised of a term loan facility due and payable in quarterly installments with a final maturity date of August 8, 2014 and a revolving credit facility with a final maturity date of August 8, 2012. In accordance with the terms of this credit agreement, if at any time the outstanding principal balance of revolving loans under the revolving credit facility exceeds $25.0 million, such revolving loans will convert to an amortizing term loan, in the amount that the Company designates if it gives notice, due and payable in quarterly installments with a final maturity date of August 8, 2014.

At June 30, 2009, the Company had net unused available capacity of $40.0 million on its revolving credit facility, after taking into account the senior leverage ratio requirements under the credit facility, and outstanding debt of $149.1 million (all of which was under the term loan facility). At June 30, 2009, the weighted-average interest rate on the senior term note was 3.2%. The Company is subject to certain restrictions and covenant ratio requirements relating to its respective financing arrangements, all of which were satisfied as of June 30, 2009.

Unsecured Note Payable: During the six months ended June 30, 2009, NDeX made the final $1.75 million payment to Feiwell & Hannoy on a $3.5 million non-interest bearing promissory note NDeX issued in connection with the acquisition of the mortgage default processing services business of Feiwell & Hannoy in January 2007.

Note 7. Common and Preferred Stock

At June 30, 2009, the Company had 70,000,000 shares of common stock and 5,000,000 shares of preferred stock authorized and 30,081,017 shares of common stock and no shares of preferred stock outstanding. On January 29, 2009, the Company’s board of directors designated 5,000 shares of Series A Junior Participating Preferred Stock, which are issuable upon the exercise of rights as described in the Stockholder Rights Plan adopted by the Company on the same date. The rights to purchase 1/10,000 of a share of the Series A Junior Participating Preferred Stock were issued to the Company’s stockholders of record on February 9, 2009. All other authorized shares of preferred stock are undesignated.

Note 8. Income Taxes

The provision for income taxes is based upon estimated annual effective tax rates in the tax jurisdictions in which the Company operates. For the six months ended June 30, 2009 and 2008, the effective tax rate was 36.5% and 40.7%, respectively. The decrease in the Company’s effective income tax rate resulted primarily from the receipt of non-taxable life insurance proceeds paid upon the death of Michael Barrett, a senior officer of Barrett-NDEx, in January 2009. The tax impact of these non-taxable proceeds was treated as a discrete item and fully recognized in the first six months of 2009. At June 30, 2009, excluding the impact of this discrete item, the Company’s estimated annual effective tax rate for 2009 is 39.3%.

Note 9. Other Income

In the six months ended June 30, 2009, the Company recorded a net gain of $1.4 million on a company-owned life insurance policy on the life of Michael Barrett, a senior officer of Barrett-NDEx, who passed away in January 2009. This net gain includes a reduction for a $0.5 million contribution the Company made to Southern Methodist University Dedman School of Law from the life insurance proceeds, to establish a scholarship fund in Mr. Barrett’s name.

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Note 10. Major Customers and Related Parties

In the six months ended June 30, 2009, NDeX and Trott & Trott, whose managing partner is NDeX chairman and chief executive officer David A. Trott, agreed to increase the fixed fee per file NDeX receives for each mortgage foreclosure, bankruptcy, eviction, litigation and other mortgage default file Trott & Trott refers to NDeX for processing under NDeX’s service agreement with Trott & Trott.

Note 11. Reportable Segments

The Company’s two reportable segments consist of its Professional Services Division and its Business Information Division. The Company determined its reportable segments based on the types of products sold and services performed. The Professional Services Division comprises two operating units providing support to the legal market, NDeX, which provides mortgage default processing services, and Counsel Press, LLC, which provides appellate services. Both of these operating units generate revenues through fee-based arrangements. The Business Information Division provides business information products through a variety of media, including court and commercial newspapers, weekly business journals and the Internet. The Business Information Division generates revenues from display and classified advertising, public notices, circulation (primarily consisting of subscriptions) and sales from commercial printing and database information. In addition, the Company reports and allocates certain administrative activities as part of corporate-level expenses.

The tables below reflect summarized financial information concerning the Company’s reportable segments for the three and six months ended June 30, 2009 and 2008 (in thousands):

	Professional		Business
	Services		Information		Corporate			Total
	(In thousands)
Three Months Ended June 30, 2009
Revenues	$	44,294	$	22,746	$	—		$	67,040
Direct operating expenses		15,682		7,425		—			23,107
Selling, general and administrative expenses		10,799		8,507		3,121			22,427
Amortization and depreciation		4,981		1,346		195			6,522
Equity in Earnings of DLNP, LLC		—		1,333		—			1,333
Operating income (loss)	$	12,832	$	6,801	$	(3,316	)	$	16,317
Three Months Ended June 30, 2008
Revenues	$	18,129	$	23,424	$	—		$	41,553
Direct operating expenses		6,436		8,152		—			14,588
Selling, general and administrative expenses		4,585		10,203		1,944			16,732
Amortization and depreciation		2,083		1,230		195			3,508
Equity in Earnings of DLNP, LLC		—		1,469		—			1,469
Operating income (loss)	$	5,025	$	5,308	$	(2,139	)	$	8,194

	Professional		Business
	Services		Information		Corporate			Total
	(In thousands)
Six Months Ended June 30, 2009
Revenues	$	86,326	$	44,650	$	—		$	130,976
Direct operating expenses		31,140		14,875		—			46,015
Selling, general and administrative expenses		20,824		16,929		5,410			43,163
Amortization and depreciation		10,662		2,633		474			13,769
Equity in Earnings of DLNP, LLC		—		2,730		—			2,730
Operating income (loss)	$	23,700	$	12,943	$	(5,884	)	$	30,759
Six Months Ended June 30, 2008
Revenues	$	36,869	$	46,196	$	—		$	83,065
Direct operating expenses		12,747		15,724		—			28,471
Selling, general and administrative expenses		9,242		19,825		3,769			32,836
Amortization and depreciation		4,065		2,388		374			6,827
Equity in Earnings of DLNP, LLC		—		3,026		—			3,026
Operating income (loss)	$	10,815	$	11,285	$	(4,143	)	$	17,957

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Note 12. Share-Based Compensation

Total share-based compensation expense for the three months ended June 30, 2009 and 2008, was approximately $0.6 million and $0.4 million, respectively, before income taxes. Total share-based compensation expense for the six months ended June 30, 2009 and 2008, was approximately $1.1 million and $0.8 million, respectively, before income taxes.

The Company has reserved 2,700,000 shares of its common stock for issuance under its incentive compensation plan, of which there were 617,550 shares available for issuance under the plan as of June 30, 2009.

Stock Options: Share-based compensation expense related to grants of options for the three months ended June 30, 2009 and 2008, was approximately $0.4 million and $0.3 million, respectively, before income taxes and for the six months ended June 30, 2009 and 2008, was approximately $0.8 million and $0.6 million, respectively, before income taxes.

The following weighted average assumptions were used to estimate the fair value of stock options granted in 2009:

Dividend yield		0.0	%
Expected volatility		48.0	%
Risk free interest rate		2.0	%
Expected term of options	4.75 years
Weighted average grant date fair value	$	5.35

The following table represents stock option activity for the six months ended June 30, 2009:

				Weighted		Weighted		Weighted Average
	Number of			Average Grant		Average		Remaining
	Shares			Date Fair Value		Exercise Price		Contractual Life
Outstanding options at December 31, 2008		1,352,992		$	4.54	$	14.21	6.06 Yrs.
Granted		414,882			5.35		12.51		—
Exercised		(5,375	)		1.35		2.22		—
Canceled or forfeited		(18,725	)		4.96		14.35		—
Outstanding options at June 30, 2009		1,743,774		$	4.74	$	13.84	5.88 Yrs.
Options exercisable at June 30, 2009		380,216		$	4.10	$	12.54	5.75 Yrs.

At June 30, 2009, the aggregate intrinsic value of options outstanding was approximately $1.2 million, and the aggregate intrinsic value of options exercisable was approximately $0.8 million. At June 30, 2009, there was approximately $5.3 million of unrecognized compensation cost related to outstanding options, which is expected to be recognized over a weighted-average period of 3.0 years.

Restricted Stock Grants: The following table represents a summary of nonvested restricted stock activity for the six months ended June 30, 2009:

				Weighted
				Average
	Number			Grant Date
	of Shares			Fair Value
Nonvested, December 31, 2008		149,296		$	15.30
Granted		129,990			12.51
Vested		(11,941	)		16.51
Canceled or forfeited		(9,024	)		13.85
Nonvested, June 30, 2009		258,321		$	13.89

Share-based compensation expense related to grants of restricted stock for the three months ended June 30, 2009 and 2008 was approximately $0.2 million and $0.1 million, respectively, before income taxes and for the six months ended June 30, 2009 and 2008, was approximately $0.3 million and $0.2 million, respectively, before income taxes. Total unrecognized compensation expense for unvested restricted shares of common stock as of June 30, 2009, was approximately $2.7 million, which is expected to be recognized over a weighted-average period of 3.1 years.

Note 13. Contingencies and Commitments

Litigation: From time to time, the Company is subject to certain claims and lawsuits that have arisen in the ordinary course of its business. Although the outcome of such existing matters cannot presently be determined, it is management’s opinion that the ultimate resolution of such existing matters will not have a material adverse effect on the Company’s results of operations or financial position.

Note 14. Subsequent Events

The Company has evaluated subsequent events through the date of issuance of this report and there are no such events to report.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We recommend that you read the following discussion and analysis in conjunction with our unaudited condensed consolidated interim financial statements and the related notes included in this report. This discussion and analysis contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. We have based these forward-looking statements on our current expectations and projections about our future results, performance, prospects and opportunities. Forward looking statements are statements such as those contained in projections, plans, objectives, estimates, statements of future economic performance, and assumptions relating to any of the foregoing. We have tried to identify forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “goal,” “continue,” and similar expressions or terminology. By their very nature, forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and other factors include:

• our business operates in highly competitive markets and depends upon the economies and the demographics of the legal, financial and real estate sectors in the markets we serve and changes in those sectors could have an adverse effect on our revenues, cash flows and profitability;

• NDeX’s business revenues are very concentrated, as NDeX currently provides mortgage default processing services to six law firm customers, and if the number of case files referred to NDeX by these law firm customers decreases or fails to increase, our operating results and ability to execute our growth strategy could be adversely affected;

• the key attorneys at each of NDeX’s law firm customers are employed by NDeX, some of whom, including David A. Trott, the chairman and chief executive officer of NDeX, also hold an indirect equity interest in NDeX. As a result, these key attorneys may, in certain circumstances, have interests that differ from or conflict with our interests;

• government regulation of sub-prime, Alt-A and other residential mortgage products, including bills introduced in states where we do business, the Hope for Homeowners Act, the Emergency Economic Stabilization Act and Homeowner Affordability and Stability Plan, the Streamlined Modification Program, and voluntary foreclosure relief programs developed by lenders, loan servicers and the Hope Now Alliance, a consortium that includes loan servicers, may have an adverse affect on and restrict our mortgage default processing services and public notice operations;

• we are dependent on our senior management team, especially James P. Dolan, our founder, chairman, president and chief executive officer; Scott J. Pollei, our executive vice president and chief operating officer; Mark W.C. Stodder, our executive vice president-business information; David A. Trott, chairman and chief executive officer, NDeX, and Vicki J. Duncomb, our vice president and chief financial officer;

• we intend to continue to pursue acquisition opportunities, which we may not do successfully and which may subject us to considerable business and financial risks;

• growing our business may place a strain on our management and internal systems, processes and controls;

• we incurred additional indebtedness to close the acquisition of Barrett-NDEx and this additional debt consumed a significant portion of our ability to borrow and may limit our ability to pursue other acquisitions or growth strategies; and

• the acquisition of Barrett-NDEx may expose us to particular business and financial risks that include, but are not limited to: (1) failing to integrate the operations, personnel and internal controls of Barrett-NDEx into NDeX or to manage Barrett-NDEx or our growth; and (2) facing operational difficulties in new markets or with new product and service offerings.

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See “Risk Factors” in Item 1A of our annual report on Form 10-K filed on March 12, 2009, with the Securities Exchange Commission for a description of these and other risks, uncertainties and factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

You should not place undue reliance on any forward-looking statements. Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this report.

In this quarterly report on Form 10-Q, unless the context requires otherwise, the terms “we,” “us,” and “our” refer to Dolan Media Company. During the second quarter, we began operating our majority-owned subsidiary, American Processing Company and its subsidiaries (collectively, “APC”), under the trade name, National Default Exchange or NDeX. Therefore, when we refer to “NDeX” in this quarterly report on Form 10-Q, we mean all of our mortgage default processing operations in Michigan, Indiana, Minnesota and at Barrett-NDEx (defined below), all of which we formerly referred to as “APC” When the we refer to “Barrett-NDEx” in this quarterly report on Form 10-Q, it means the mortgage default processing operations serving the Texas, California and Georgia markets that NDeX acquired from National Default Exchange Management, Inc., National Default Exchange Holdings, LP, THP/Barrett-NDEx AIV, Corp. and THP/Barrett-NDEx AIV, LP on September 2, 2008. The term “Barrett law firm” refers to Barrett, Daffin, Frappier, Turner & Engel, LLP and its affiliates.

Overview

We are a leading provider of necessary business information and professional services to legal, financial and real estate sectors in the United States. We serve our customers through two complementary operating segments: our Professional Services Division and our Business Information Division. Our Professional Services Division comprises two operating units, NDeX, which provides mortgage default processing services to six law firms and also directly to mortgage lenders and loan servicers on California foreclosure files, and Counsel Press, which provides appellate services to law firms and attorneys nationwide. Our Business Information Division currently publishes 64 print publications consisting of 14 paid daily publications, 30 paid non-daily publications and 20 non-paid non-daily publications. In addition, we provide business information electronically through our 45 on-line publication web sites, our 36 event and other non-publication web sites and our email notification systems.

Our total revenues increased $25.5 million, or 61.3%, from $41.6 for the three months ended June 30, 2008, to $67.0 million for the three months ended June 30, 2009, primarily as a result of our acquisition of Barrett-NDEx. For the six months ended June 30, 2009, our revenues increased $47.9 million, or 57.7% over the same prior year period, all of which resulted from businesses we acquired in 2008, including Barrett-NDEx. Our operating income nearly doubled from $8.2 million for the three months ended June 30, 2008 to $16.3 million for the three months ended June 30, 2009. On a year-to-date basis, our operating income has increased to $30.8 million, up 71.3%, or $12.8 million, from the same period in 2008. Acquisitions, primarily our acquisition of Barrett-NDEx in September 2008, accounted for the majority of the approximately 50.0% increase in our operating expenses for both the three and six month periods, while expense control in our Business Information division was offset by increased spending at NDeX, primarily as a result of file volume increases. Further, net income attributable to Dolan Media Company increased significantly to $8.2 million for the second quarter of 2009 from $4.4 million for the same period in 2008. Net income attributable to Dolan Media Company doubled, from $8.4 million for the six months ended June 30, 2008 to $16.9 million for the six months ended June 30, 2009.

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Recent Developments

Regulatory Environment

Over the past year, federal, state and local governmental entities have proposed, and in some cases, enacted legislation or taken other action that may have an adverse impact on the number of mortgage defaults case files referred to NDeX for processing or the length of time it takes to process such files, and the number of foreclosure public notices placed in our Business Information products and DLNP (our minority investment) for publication. This enacted or proposed legislation includes the Hope for Homeowners Act of 2008, the Emergency Economic Stabilization Act, the Streamlined Modification Program, laws passed in both California and Maryland last year, and the Homeowner Affordability and Stability Plan, all of which are described in our annual report on Form 10-K filed with the SEC on March 12, 2009. Earlier this year, the California legislature passed legislation, which extends the redemption periods on new and pending foreclosures involving loans that certain criteria, including being owner-occupied when the loan became delinquent. Further, on April 28, 2009, President Obama announced new details for the “Making Home Affordable” program that is part of the Homeowner Affordability and Stability Plan, which provides, among other things, that servicers who participate in the second lien program will automatically reduce payments associated with a second lien mortgage when a borrower initiates a Home Affordable Modification on a first lien mortgage. In addition, beginning in July 2009, changes in the relevant state laws in Indiana and Michigan require loan servicers to comply with additional notice requirements. Specifically, the Indiana law requires loan servicers to send Indiana borrowers a pre-suit notice at least thirty days prior to filing a foreclosure action, which we expect could delay a foreclosure at least 30 days. The Michigan law requires loan servicers to send and publish a special notice to certain Michigan borrowers, which we expect could delay foreclosures for thirty to ninety days depending upon whether a borrower desires to meet with the loan servicers to arrange a modification of his or her loan.

In addition to enacted or proposed legislation, certain state and local governments have interpreted the Emergency Economic Stabilization Act as preempting state and local foreclosure requirements. Further, various lender and mortgage servicers have voluntarily focused their attention on loss mitigation, loan modification and similar efforts, including moratoria on certain foreclosure sales, in an attempt to reduce the number of mortgage defaults.

Adoption of Stockholder Rights Plan

On January 29, 2009, our board adopted a Stockholder Rights Plan, which is designed to protect our stockholders from potentially coercive takeover practices or takeover bids and to prevent an acquirer from gaining control of the company without offering a fair price to our stockholders. The plan is not intended to deter offers that are fair or otherwise in the best interests of our stockholders.

This plan is similar to plans that other public companies have adopted and our adoption of this plan was not prompted by any external actions. We have received no hostile communications or takeover approaches of any kind. We adopted the plan to give our board time to evaluate and respond to any unsolicited future attempts to acquire our company.

In connection with the adoption of this plan, our board declared a dividend of one junior participating preferred stock purchase right for each outstanding share of our common stock, payable to the stockholders of record on February 9, 2009. Stockholders may request a copy of this plan by writing to our corporate secretary at our principal offices, 222 South Ninth Street, Suite 2300, Minneapolis, MN 55402.

Recent Acquisitions

We have grown significantly since our predecessor company commenced operations in 1992, in large part due to acquisitions.

Our most recent acquisition occurred on September 2, 2008 when NDeX acquired all of the outstanding equity interests in Barrett-NDEx. NDeX acquired the equity interests of Barrett-NDEx for a total of $167.5 million in cash, of which $151.0 million was paid to or on behalf of the sellers of Barrett-NDEx, $15.0 million was placed in escrow to secure payment of indemnification claims and an additional $1.5 million was held back pending working capital adjustments. In addition to the cash payments, NDeX also issued to the sellers of Barrett-NDEx an aggregate 6.1% interest in NDeX, which had an estimated fair market value of approximately $11.6 million on July 28, 2008, the date the parties signed the equity purchase agreement. We also issued to the sellers of Barrett-NDEx 825,528 shares of our common stock. In addition to the payments and issuance of NDeX interests and common stock described above, we may be obligated to pay the sellers of Barrett-NDEx up to an additional $13.0 million in cash based upon the adjusted EBITDA for Barrett-NDEx during the four complete calendar quarters following the closing of the acquisition. If the adjusted EBITDA for Barrett-NDEx equals or exceeds $28.0 million during such

16

four-quarter period, we will pay the sellers the maximum $13.0 million earnout payment. However, the maximum earnout payment of $13.0 million will be reduced by $7.50 for each $1.00 that Barrett-NDEx’s adjusted EBITDA for such four-quarter period is less than the $28.0 million target. Based upon the adjusted EBITDA for Barrett-NDEx for the first three calendar quarters following the close of acquisition, Barrett-NDEx appears to be on course to earn the maximum earnout payment of $13.0 million. If this occurs, we would expect to make the earnout payment in the fourth quarter of 2009. We have not recorded a liability for this earnout as of June 30, 2009, and will record the liability during the third quarter when the adjusted EBITDA for Barrett-NDEx for the four calendar quarters ending September 30, 2009, is known and finalized, providing the earnout target has been met. The working capital target of $2.0 million as set forth in the equity purchase agreement was not met, as there was an actual working capital (deficit) of $(1.4) million. As a result, NDeX recovered the $3.4 million shortfall by having the sellers of Barrett-NDEx release the $1.5 million holdback payable to them and by taking receipt of $1.9 million out of the escrow in 2008.

As a result of this acquisition, we recorded, as additional purchase price, a liability of $1.5 million in estimated severance costs in connection with the elimination of certain duplicative positions, which we expected to pay out in cash within the twelve months following the close of the acquisition. In April 2009, we eliminated 16 positions in connection with this plan for aggregate payments of approximately $453,000. Also in the second quarter, the Company completed its plan of restructure and has determined that it will not be eliminating any additional positions under this restructuring plan. Accordingly, the Company reduced the liability to zero, as a purchase price adjustment to goodwill.

We have accounted for this acquisition under the purchase method of accounting using SFAS No. 141 and have included the operating results of this business in the Professional Services segment, in our unaudited condensed consolidated interim financial statements since the date of this acquisition. This allocation is still preliminary pending the finalization of the valuation of the intangibles associated with this acquisition.

Revenues

We derive revenues from two operating segments, our Professional Services Division and our Business Information Division. For the three and six months ended June 30, 2009, our total revenues were $67.0 million and $131.0 million, respectively, and the percentage of our total revenues attributed to each of our segments was as follows:

• 66.1% and 65.9%, respectively, from our Professional Services Division; and

• 33.9% and 34.1%, respectively, from our Business Information Division.

Professional Services. Our Professional Services Division generates revenues primarily by providing mortgage default processing and appellate services through fee-based arrangements. Through NDeX, we assist six law firms in processing foreclosure, bankruptcy, eviction and, to a lesser extent, litigation and other mortgage default processing case files for residential mortgages that are in default. We also provide these services directly to mortgage lenders and loan servicers for California foreclosure files. In addition, NDeX provides loan modification and loss mitigation support on mortgage default files to its customers, and, through Barrett-NDEx, related real estate title work primarily to the Barrett law firm. We refer to revenues that NDeX derives from these sources collectively as “mortgage default processing service revenues.” Shareholders and/or principal attorneys of our law firm customers, including David A. Trott, chairman and chief executive officer of NDeX, are executive management employees of NDeX.

For the three and six months ended June 30, 2009, we serviced approximately 93,100 and 184,200 mortgage default case files, respectively, of which approximately 59,400 and 114,100, respectively, were processed by businesses we acquired in 2008. Our mortgage default processing service revenues accounted for 61.0% and 60.5%, respectively, of our total revenues and 92.4% and 91.8%, respectively, of our Professional Services Division’s revenues during the three and six months ended June 30, 2009. We recognize mortgage default processing service revenues on a ratable basis over the period during which the services are provided, the calculation of which requires management to make estimates. We consolidate the operations, including revenues, of NDeX and record an adjustment for noncontrolling interest for the percentage of earnings that we do not own. See “Noncontrolling Interest” below for a description of the impact of these noncontrolling interests in NDeX on our operating results.

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NDeX’s revenues are primarily driven by the number of residential mortgage defaults in each of the states in which we do business as well as how many of the files we handle that actually result in evictions, bankruptcies and/or litigation. Our services agreement with Trott & Trott contemplates the review and possible revision of the fees for services we provide every two years beginning on or before January 1, 2008. Under the Feiwell & Hannoy and Wilford & Geske services agreements, the fixed fee per file increases on an annual basis through 2012 and 2013, respectively, to account for inflation as measured by the consumer price index. We and such customers will review and possibly revise the fee schedule for future years. Our services agreement with the Barrett law firm allows us to amend the fees the Barrett law firm pays to us on a quarterly basis during 2009 and on an annual basis beginning in 2010 upon notice to the Barrett law firm. However, if the Barrett law firm files a timely notice of objection to the proposed amended fees, we and the Barrett law firm have agreed to negotiate amended fees that are agreeable to both parties or retain the existing fees. If we are unable to negotiate fixed fee increases under these agreements that at least take into account the increases in costs associated with providing mortgage default processing services, our operating and net margins could be adversely affected. During the six months ended June 30, 2009, we revised our fee arrangements with Trott & Trott, Feiwell & Hannoy, and Wilford & Geske.

Through Counsel Press, we assist law firms and attorneys throughout the United States in organizing, preparing and filing appellate briefs, records and appendices, in paper and electronic format, that comply with the applicable rules of the U.S. Supreme Court, any of the 13 federal courts of appeals and any state appellate court or appellate division. For the three and six months ended June 30, 2009, our appellate service revenues accounted for 5.0% and 5.4%, respectively, of our total revenues and 7.6% and 8.2%, respectively, of our Professional Services Division’s revenues. For the three and six months ended June 30, 2009, we provided appellate services to attorneys in connection with approximately 2,100 and 4,300 appellate filings, respectively, in federal and state courts. We recognize appellate service revenues as the services are provided, which is when our final appellate product is filed with the court.

Business Information. Our Business Information Division generates revenues primarily from display and classified advertising, public notices and subscriptions. We sell commercial advertising consisting of display and classified advertising in all of our print products and on most of our web sites. We include within our display and classified advertising revenue those revenues generated by sponsorships, advertising and ticket sales generated by our local events. Our display and classified advertising revenues accounted for 10.2% and 10.4%, respectively, of our total revenues and 30.1% and 30.6%, respectively, of our Business Information Division’s revenues for the three and six months ended June 30, 2009. We recognize display and classified advertising revenues upon publication of an advertisement in one of our publications or on one of our web sites. Advertising revenues are driven primarily by the volume, price and mix of advertisements published as well as how many local events are held.

We publish 305 different types of public notices in our court and commercial newspapers, including foreclosure notices, probate notices, notices of fictitious business names, limited liability company and other entity notices, unclaimed property notices, notices of governmental hearings and trustee sale notices. Our public notice revenues accounted for 18.2% and 17.9%, respectively, of our total revenues and 53.6% and 52.6%, respectively, of our Business Information Division’s revenues for the three and six months ended June 30, 2009. We recognize public notice revenues upon placement of a public notice in one of our court and commercial newspapers. Public notice revenues are driven by the volume and mix of public notices published, which are affected by the number of residential mortgage foreclosures in the 14 markets where we are qualified to publish public notices and the rules governing publication of public notices in such states. In six of the states in which we publish public notices, the price for public notices is statutorily regulated, with market forces determining the pricing for the remaining states.

We sell our business information products primarily through subscriptions. For the three and six months ended June 30, 2009, our circulation revenues, which consist of subscriptions and single-copy sales, accounted for 5.0% and 5.1%, respectively, of our total revenues and 14.7% and 15.0%, respectively, of our Business Information Division’s revenues. We recognize subscription revenues ratably over the subscription periods, which range from three months to multiple years, with the average subscription period being twelve months. Deferred revenue includes payment for subscriptions collected in advance that we expect to recognize in future periods. Circulation revenues are driven by the number of copies sold and the subscription rates charged to customers.

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Operating Expenses

Our operating expenses consist of the following:

• Direct operating expenses, which consist primarily of the cost of compensation and employee benefits for the processing staff at NDeX and Counsel Press and our editorial personnel in our Business Information Division, production and distribution expenses, such as compensation (including stock-based compensation expense) and employee benefits for personnel involved in the production and distribution of our business information products, the cost of newsprint and delivery of our business information products, and packaging and data service fees in connection with our California foreclosure files;

• Selling, general and administrative expenses, which consist primarily of the cost of compensation (including stock-based compensation expense) and employee benefits for our sales, human resources, accounting and information technology personnel, publishers and other members of management, rent, other sales and marketing related expenses and other office-related payments;

• Depreciation expense, which represents the cost of fixed assets and software allocated over the estimated useful lives of these assets, with such useful lives ranging from two to thirty years; and

• Amortization expense, which represents the cost of finite-lived intangibles acquired through business combinations allocated over the estimated useful lives of these intangibles, with such useful lives ranging from one to thirty years.

Total operating expenses as a percentage of revenues depends upon our mix of business from Professional Services, which is our higher margin revenue, and Business Information. This mix may shift between fiscal periods.

Equity in Earnings of The Detroit Legal News Publishing

We own 35.0% of the membership interests in The Detroit Legal News Publishing, LLC (DLNP), the publisher of The Detroit Legal News and ten other publications. We account for our investment in DLNP using the equity method. Our percentage share of DLNP’s earnings was $1.3 million and $1.5 million for the three months ended June 30, 2009 and 2008, respectively, which we recognized as operating income. This is net of amortization of $0.4 million for both periods. For the six months ended June 30, 2009 and 2008, our percentage share of DLNP’s earnings was $2.7 million and $3.0 million, respectively. This is net of amortization of $0.8 million for both periods. NDeX handles all public notices required to be published in connection with files it services for Trott & Trott pursuant to our services agreement with Trott & Trott and places a significant amount of these notices in The Detroit Legal News. Trott & Trott pays DLNP for these public notices. See “Liquidity and Capital Resources — Cash Flow Provided by Operating Activities” below for information regarding distributions paid to us by DLNP.

Noncontrolling Interest

Noncontrolling interest for the six months ended June 30, 2009 consisted of an aggregate 15.3% minority interest in NDeX held by APC Investments, LLC (7.6%), Feiwell & Hannoy (1.7%) and the sellers of Barrett-NDEx (as a group) (6.1%). APC Investments, LLC is a limited liability company owned by the shareholders of Trott & Trott, including NDeX chairman and chief executive officer David A. Trott and NDeX’s two executive vice presidents in Michigan.

Under the terms of the NDeX operating agreement, each month, we are required to distribute NDeX’s earnings before interest, taxes, depreciation and amortization less debt service with respect to any interest-bearing indebtedness of NDeX, capital expenditures and working capital reserves to NDeX’s members on the basis of common equity interest owned. We paid the following distributions in the three and six months ended June 30, 2009 and 2008:

	Three Months ended June 30,				Six Months ended June 30,
	(In thousands)				(In thousands)
	2009		2008		2009		2008
APC Investments	$	662	$	437	$	1,148	$	737
Feiwell & Hannoy		148		98		257		172
Sellers of Barrett-NDEx (as a group)*		525		—		906		—
Total	$	1,335	$	535	$	2,311	$	909

* Members of NDeX since September 2, 2008

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In addition, APC Investments and Feiwell & Hannoy each have the right, for a period of six months following August 7, 2009, to require NDeX to repurchase all or any portion of the NDeX membership interests held by APC Investments or Feiwell & Hannoy, as the case may be. The sellers of Barrett-NDEx, each as members of NDeX, also have the right, for a period of six months following September 2, 2012, to require NDeX to repurchase all or any portion of the NDeX membership interests held by such seller of Barrett-NDEx. To the extent any minority member of NDeX timely exercises this right, the purchase price of such membership interest will be based on 6.25 times NDeX’s trailing twelve month earnings before interest, taxes, depreciation and amortization less the aggregate amount of any interest bearing indebtedness outstanding for NDeX as of the date the repurchase occurs. The aggregate purchase price would be payable by NDeX in the form of a three-year unsecured note bearing interest at a rate equal to prime plus 2.0%. We do not know if APC Investments and/or Feiwell & Hannoy will exercise their respective put right when it becomes exercisable on August 7, 2009. For illustration purposes only and assuming that APC Investments and Feiwell & Hannoy’s put rights were exercisable on June 30, 2009, and they were exercised, NDeX would have been obligated to pay APC Investments and Feiwell & Hannoy $16.8 million in the aggregate as described above.

As of January 1, 2009, as a result of the adoption of SFAS No. 160 and application of EITF Topic D-98, we are required to book the noncontrolling interests to their redemption amount at each reporting period. As a result, at June 30, 2009, we booked an adjustment in the amount of $12.1 million ($7.3 million net of taxes) to additional paid-in capital. Please see our condensed consolidated statements of stockholders’ equity (deficit), as well as Note 1 to our unaudited condensed consolidated interim financial statements included in this report on Form 10-Q for further information regarding SFAS No. 160 and its implications to our financial statements.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States and the discussion of our financial condition and results of operations is based on these financial statements. The preparation of these financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

We continually evaluate the policies and estimates we use to prepare our condensed consolidated financial statements. In general, management’s estimates and assumptions are based on historical experience, information provided by third-party professionals and assumptions that management believes to be reasonable under the facts and circumstances at the time these estimates and assumptions are made. Because of the uncertainty inherent in these matters, actual results could differ significantly from the estimates, assumptions and judgments we use in applying these critical accounting policies.

We believe the critical accounting policies that require the most significant assumptions and judgments in the preparation of our unaudited condensed consolidated financial statements include: purchase accounting; revenue recognition in connection with mortgage default processing services; impairment of goodwill, other intangible assets and other long-lived assets; share-based compensation expense; capitalization of developed software for internal and external use; income tax accounting; and allowances for doubtful accounts. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in Item 7 in our annual report on Form 10-K for the year ended December 31, 2008, which we filed with the SEC on March 12, 2009, and is available at the SEC’s web site at www.sec.gov, for a discussion (in addition to that provided below) as to how we apply these policies.

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Goodwill, Other Intangible Assets and Other Long-Lived Assets

We determine the estimated economic lives and related amortization expense for our intangible assets. To the extent actual useful lives are less than our previously estimated lives, we will increase our amortization expense. If the unamortized balance were deemed to be unrecoverable, we would recognize an impairment charge to the extent necessary to reduce the unamortized balance to the amount of expected future discounted cash flows, with the amount of such impairment charged to operations in the current period. We estimate useful lives of our intangible assets by reference to current and projected dynamics in the business information and mortgage default processing service industries and anticipated competitor actions. The amount of net income for the six months ended June 30, 2009 would have been approximately $0.9 million higher if the actual useful lives of our finite-lived intangible assets were 10% longer than the estimates and approximately $1.0 million lower if the actual useful lives of our finite-lived intangible assets were 10% shorter than the estimates.

We assess our goodwill and finite life intangible assets for impairment on an annual basis using a November 30 measurement date. We will conduct interim impairment assessments when circumstances and events indicate that we will not be able to recover the carrying value of the assets. These events include, but are not limited to, any strategic decisions we may make in response to economic or competitive conditions affecting our reporting units and the effect of the economic and regulatory environment on our business. We continue to evaluate whether circumstances and events have changed, thereby requiring us to conduct an interim test of our goodwill and other finite-lived assets. In particular, if we continue to see an uncertain political and regulatory environment regarding mortgage foreclosures, the tight credit markets, and the volatility of our stock price with any resulting decline in our market capitalization, along with other uncertainties, an interim impairment test of our goodwill and other finite-lived assets may be triggered. This could result in a future material goodwill impairment charge, which could materially adversely impact our operation results for the period in which such charge is recorded.

Share-based Compensation Expense

In accordance with SFAS No. 123(R), we estimate the fair value of share-based awards using the Black-Scholes option pricing model at the grant date, with compensation expense recognized as the requisite service is rendered. We have reserved 2,700,000 shares of our common stock for issuance under our incentive compensation plan, of which 617,550 shares were available for issuance under the plan as of June 30, 2009. We grant both stock options and restricted stock under our incentive compensation plan.

During the six months ended June 30, 2009, we granted stock options exercisable for 414,882 shares of common stock at an exercise price equal to $12.51. The following weighted average assumptions were used in the Black-Scholes option pricing model to estimate the fair value of the stock options we granted during 2009:

	2009
Dividend yield		0.0	%
Expected volatility		48.0	%
Risk free interest rate		2.0	%
Expected term of options	4.75 years
Weighted average grant date fair value	$	5.35

All options granted in 2009 are non-qualified options that vest in four equal annual installments commencing on the first anniversary of the grant date and expire seven years after the grant date.

Our share-based compensation expense for all options for the three months ended June 30, 2009 and 2008 was approximately $440,000 ($24,000 of which is included in direct operating expenses and $416,000 of which is included in selling, general and administrative expenses) and $287,000 ($12,000 of which is included in direct operating expenses and $275,000 of which is included in selling, general and administrative expenses), respectively, before income taxes. For the six months ended June 30, 2009 and 2008, our share-based compensation expense for all granted options was approximately $796,000 ($41,000 of which is included in direct operating expenses and $755,000 of which is included in selling, general and administrative expenses) and $553,000 ($20,000 of which is included in direct operating expenses and $533,000 of which is included in selling, general and administrative expenses), respectively, before income taxes. As of June 30, 2009, our estimated aggregate unrecognized share-based compensation expense for all unvested stock options was $5.3 million, which we expect to recognize over a weighted-average period of approximately 3.0 years.

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During the six months ended June 30, 2008, we granted 129,990 shares of restricted stock to management employees. All of these restricted shares vest in four equal annual installments commencing on the first anniversary of the grant date. The share-based expense for restricted stock awards is determined based on the market price of our stock on the date of grant applied to the total number of shares that are anticipated to fully vest. Compensation expense is amortized over the vesting period.

Our share-based compensation expense for all restricted shares for the three months ended June 30, 2009 and 2008 was approximately $199,000 ($55,000 of which is included in direct operating expenses and $144,000 of which is included in selling, general and administrative expenses) and $106,000 ($20,000 of which is included in direct operating expenses and $86,000 of which is included in selling, general and administrative expenses), respectively, before income taxes. For the six months ended June 30, 2009 and 2008, our share-based compensation expense for all restricted shares was approximately $350,000 ($110,000 of which is included in direct operating expenses and $240,000 of which is included in selling, general and administrative expenses) and $239,000 ($74,000 of which is included in direct operating expenses and $165,000 of which is included in selling, general and administrative expenses), respectively, before income taxes. As of June 30, 2009, our estimated aggregate unrecognized share-based compensation expense for all unvested restricted shares was $2.7 million, which we expect to recognize over a weighted-average period of approximately 3.1 years.

Income Taxes

Our effective income tax rate in the first six months of 2009 was 36.5% compared to 40.7% in the first six months of 2008. The decrease in our effective income tax rate resulted primarily from the receipt of non-taxable life insurance proceeds paid upon the death of Michael Barrett, a senior officer of Barrett-NDEx, in January 2009. The tax impact of these non-taxable proceeds was treated as a discrete item and fully recognized in the first six months of 2009. At June 30, 2009, excluding the impact of this discrete item, we estimate an annual effective tax rate for 2009 of 39.3%.

Accounts Receivable Allowances

We extend credit to our advertisers, public notice publishers, commercial printing customers and professional service customers based upon an evaluation of each customer’s financial condition, and collateral is generally not required. We establish allowances for doubtful accounts based on estimates of losses related to customer receivable balances. Specifically, we use prior credit losses as a percentage of credit sales, the aging of accounts receivable and specific identification of potential losses to establish reserves for credit losses on accounts receivable. We believe that no significant concentration of credit risk exists with respect to our Business Information Division. We had a significant concentration of credit risk with respect to our Professional Services Division as of June 30, 2009, because the amount due from the Barrett law firm was $12.5 million, or 24.1% of our consolidated net accounts receivable balance, the amount due from Trott & Trott was $7.4 million, or 14.2% of our consolidated net accounts receivable balance, and the amount due from Feiwell & Hannoy was $5.0 million, or 9.6% of our consolidated net accounts receivable balance. However, to date, we have not experienced any problems with respect to collecting payment from our law firm customers, each of whom are required to remit all amounts due to NDeX with respect to files serviced by NDeX in accordance with the time periods to which we have agreed.

We consider accounting for our allowance for doubtful accounts critical to both of our operating segments because of the significance of accounts receivable to our current assets and operating cash flows. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required, which could have a material effect on our financial statements. See “Liquidity and Capital Resources” below for information regarding our receivables, allowance for doubtful accounts and day sales outstanding.

New Accounting Pronouncements

Please see Note 1 to our unaudited condensed consolidated interim financial statements included in this report on Form 10-Q as well as Note 1 to our audited condensed consolidated financial statements included in our annual report on Form 10-K filed with the SEC on March 12, 2009, for information about new accounting pronouncements affecting us.

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RESULTS OF OPERATIONS

The following table sets forth selected operating results, including as a percentage of total revenues, for the periods indicated below (in thousands, except per share data):

	Three Months Ended June 30,
				% of						% of
	2009			Revenues			2008			Revenues
Revenues:
Professional Services	$	44,294			66.1	%	$	18,129			43.6	%
Business Information		22,746			33.9	%		23,424			56.4	%
Total revenues		67,040			100.0	%		41,553			100.0	%
Operating expenses:
Professional Services		31,462			46.9	%		13,104			31.5	%
Business Information		17,278			25.8	%		19,585			47.1	%
Unallocated corporate operating expenses		3,316			4.9	%		2,139			5.1	%
Total operating expenses		52,056			77.6	%		34,828			83.8	%
Equity in earnings of The Detroit Legal News Publishing, LLC, net of amortization		1,333			2.0	%		1,469			3.5	%
Operating income		16,317			24.3	%		8,194			19.7	%
Interest expense, net		(1,728	)		(2.6	)%		(1,464	)		(3.5	)%
Non-cash interest income related to interest rate swaps		296			0.4	%		1,177			2.8	%
Other income, net		—			—			10			0.0	%
Income before income taxes		14,885			22.2	%		7,917			19.1	%
Income tax expense		(5,361	)		(8.0	)%		(3,027	)		(7.3	)%
Net income before noncontrolling interest		9,524			14.2	%		4,890			11.8	%
Less: Net income attributable to the redeemable noncontrolling interest		(1,318	)		(2.0	)%		(493	)		(1.2	)%
Net income attributable to Dolan Media Company	$	8,206			12.2	%	$	4,397			10.6	%
Net income attributable to Dolan Media Company per diluted share	$	0.27					$	0.17
Accretion of redeemable noncontrolling interest, net of tax in conjunction with adoption of SFAS No. 160		(0.13	)					—
Net income attributable to Dolan Media Company common stockholders per diluted share	$	0.14					$	0.17
Weighted average diluted shares outstanding		29,917						25,307

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	Six Months Ended June 30,
				% of						% of
	2009			Revenues			2008			Revenues
Revenues:
Professional Services	$	86,326			65.9	%	$	36,869			44.4	%
Business Information		44,650			34.1	%		46,196			55.6	%
Total revenues		130,976			100.0	%		83,065			100.0	%
Operating expenses:
Professional Services		62,626			47.8	%		26,054			31.4	%
Business Information		34,437			26.3	%		37,937			45.7	%
Unallocated corporate operating expenses		5,884			4.5	%		4,143			5.0	%
Total operating expenses		102,947			78.6	%		68,134			82.0	%
Equity in earnings of The Detroit Legal News Publishing, LLC, net of amortization		2,730			2.1	%		3,026			3.6	%
Operating income		30,759			23.5	%		17,957			21.6	%
Interest expense, net		(3,698	)		(2.8	)%		(2,760	)		(3.3	)%
Non-cash interest income related to interest rate swaps		530			0.4	%		22			0.0	%
Other income, net		1,446			1.1	%		21			0.0	%
Income before income taxes		29,037			22.2	%		15,240			18.3	%
Income tax expense		(9,678	)		(7.4	)%		(5,786	)		(7.0	)%
Net income before noncontrolling interest		19,359			14.8	%		9,454			11.4	%
Less: Net income attributable to the redeemable noncontrolling interest		(2,506	)		(1.9	)%		(1,050	)		(1.3	)%
Net income attributable to Dolan Media Company	$	16,853			12.9	%	$	8,404			10.1	%
Net income attributable to Dolan Media Company perdiluted share	$	0.56					$	0.33
Accretion of redeemable noncontrolling interest, net of tax in conjunction with adoption of SFAS No. 160		(0.24	)					—
Net income attributable to Dolan Media Company common stockholders per diluted share	$	0.32					$	0.33
Weighted average diluted shares outstanding		29,896						25,246

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Three Months Ended June 30, 2009
Compared to Three Months Ended June 30, 2008

Revenues

	Three Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total revenues	$	67.0	$	41.6	$	25.5	61.3	%

Our revenues increased as a result of an increase in our countercyclical revenues (mortgage default processing services and public notice), including $24.6 million of revenues from Barrett-NDEx, which we acquired on September 2, 2008. The Barrett-NDEx revenues were driven, in part, by a 34.0% increase in the number of files Barrett-NDEx processed during the second quarter of 2009 compared to the second quarter of 2008 (when we did not own Barrett-NDEx). Please see “Professional Services Divisions Results” below for more information. Organic growth (defined below) in both our public notice revenues ($1.6 million) and mortgage default processing service revenues ($1.5 million) from NDeX operations we owned and operated prior to April 1, 2008, also contributed to this increase in total revenues. This increase was partially offset by a $1.9 million organic decline in our cyclical display and classified advertising revenues, resulting from the economic conditions in the markets we serve.

We derived 66.1% and 43.6% of our total revenues from our Professional Services Division and 33.9% and 56.4% of our total revenues from our Business Information Division for the three months ended June 30, 2009 and 2008, respectively. This change in mix resulted primarily from our acquisition of Barrett-NDEx as well as general economic conditions in the markets we serve in our Business Information Division. Even if we do not consummate any acquisitions in 2009, we expect that our countercyclical revenues (mortgage default processing services revenues and public notice revenues) will continue to grow at a faster rate, due in part to businesses we acquired in 2008, than the decline in our cyclical revenues (display and classified advertising) over the next few quarters.

We define organic revenue growth/decline as the net increase or decrease in revenue produced by: (1) businesses we owned and operated prior to April 1, 2008, which we refer to as “existing businesses;” (2) customer lists, goodwill or other finite-life intangibles we purchased on or after April 1, 2008, and integrated into our existing businesses; and (3) businesses that we account for as acquisitions under the acquisition method of accounting in accordance with SFAS No. 141R “Business Combinations,” but do not report separately for internal financial purposes, which we refer to as “fold-in acquisitions.” We refer to the net increase or decrease in revenues produced by businesses that we owned and operated after April 1, 2008 and that we account for as acquisitions under the acquisition method of accounting in accordance with SFAS No. 141R, but which are not fold-in acquisitions, as “growth/decline from acquired businesses.”

Operating Expenses

	Three Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total operating expenses	$	52.1	$	34.8	$	17.2	49.5	%
Direct operating expense		23.1		14.6		8.5	58.4	%
Selling, general and administrative expenses		22.4		16.7		5.7	34.0	%
Depreciation expense		2.4		1.2		1.2	97.6	%
Amortization expense		4.2		2.3		1.9	79.9	%

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Operating expenses attributable to our corporate operations increased $1.2 million, or 55.0%, to $3.3 million, for the three months ended June 30, 2009, from $2.1 million for the three months ended June 30, 2008. These expenses consist primarily of the cost of compensation and employee benefits for our human resources, accounting and information technology personnel, executive officers and other members of management, as well as unallocated portions of corporate insurance costs and costs associated with being a public company. The increase in operating expenses attributable to corporate operations was primarily due to an increase in unallocated corporate insurance costs ($1.0 million), half of which is attributable to a change we made in the second quarter of 2008 in the accounting estimate related to our medical self-insurance reserve to more closely reflect past claims history. During the second quarter, we accrued $0.5 million for performance-based pay for our executive officers because, based on the company’s financial performance thus far, it is reasonably likely that the performance targets will be met. We did not make similar accruals during the second quarter of 2008 because it was not likely, at that time, that the 2008 performance targets would be met. This contributed to the year-over-year increase in corporate operating expenses. Offsetting these increases were decreases in certain of our professional fees and other administrative costs. Total operating expenses as a percentage of total revenues decreased from 83.8% for the three months ended June 30, 2008 to 77.6% for the three months ended June 30, 2009, largely due to strong second quarter 2009 revenues and expense control measures that we have implemented across both divisions. For the remainder of 2009, we expect total operating expenses as a percentage of total revenues will be higher than it was for the first six months as we expect additional employee expenses related to performance-based pay, headcount increases expected at NDeX, and other employee benefits.

Direct Operating Expenses. The increase in direct operating expenses consisted of a $9.2 million increase in our Professional Services Division and a $0.7 million decrease in our Business Information Division. You should refer to the more detailed discussions in the Professional Services Division Results and Business Information Division Results below for more information regarding the causes of these changes. Direct operating expenses as a percentage of total revenues decreased slightly to 34.5% as of June 30, 2009 from 35.1% as of June 30, 2008. For the remainder of 2009, we expect our direct operating expenses as a percentage of total revenues to be higher than it was in the second quarter because we expect our Professional Services Division to continue to account for a larger percentage of our total revenues than our Business Information Division, and typically the NDeX business in the Professional Services Division has a higher mix of direct operating expenses to revenue than our other operating units.

Selling, General and Administrative Expenses. The increase in our selling, general and administrative expenses consisted of a $6.2 million increase in these expenses in our Professional Services Division, a $1.7 million decrease in these expenses in our Business Information Division, and a $1.2 million increase in unallocated corporate costs as discussed above. You should refer to the more detailed discussions in the Professional Services Division Results and Business Information Division Results below for more information regarding the causes of the changes in the divisional selling, general and administrative expenses. Selling, general and administrative expense as a percentage of revenue decreased to 33.5% as of June 30, 2009 from 40.3% as of June 30, 2008. This is largely due to expense control efforts that we have implemented across our divisions, as well as the increase in mortgage default processing services revenues in the second quarter of 2009 resulting from our acquisition of Barrett-NDEx.

Depreciation and Amortization Expense. Our depreciation expense increased due to increased levels of property and equipment in the three months ended June 30, 2009, most notably due to the Barrett-NDEx acquisition. Our amortization expense increased primarily due to the amortization of finite-lived intangible assets acquired in the acquisition of Barrett-NDEx.

Interest Expense, Net

	Three Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total interest expense, net	$	1.7	$	1.5	$	0.3		18.0	%
Interest on bank credit facility		1.3		1.2		0.1		10.9	%
Cash interest expense on interest rate swaps		0.4		0.2		0.2		73.9	%
Amortization of deferred financing fees		0.1		—		—	Not material
Other		—		—		—	Not material

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Interest expense related to our bank credit facility increased in the second quarter of 2009 due to increased average outstanding borrowings when compared to the second quarter of 2008. This was largely offset by decreased interest rates on those borrowings. For the three months ended June 30, 2009, our average outstanding borrowings were $151.5 million compared to $73.1 million for the same period in 2008. This increase in debt was primarily a result of the debt incurred to finance, in part, the acquisition of Barrett-NDEx in September 2008. The weighted average interest rate on our bank credit facility was 3.2% for the three months ended June 30, 2009 compared to 6.0% for the same period in 2008. Cash interest incurred on our interest rate swaps increased $0.2 million resulting from interest rate changes.

Non-Cash Interest Income Related to Interest Rate Swaps

	Three Months Ended June 30,
	2009		2008		Decrease
	($’s in millions)
Non-cash interest income related to interest rate swaps	$	0.3	$	1.2	$	(0.9	)	(74.9	)%

Non-cash interest income related to interest rate swaps decreased as a result of a change in the estimated fair value of our interest rate swaps driven by interest rate changes. The estimated fair value of our fixed rate interest rate swaps recorded on our balance sheet is a liability of $2.1 million and $1.2 million, respectively, at June 30, 2009 and 2008.

Income Tax Expense

	Three Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Income tax expense	$	5.4	$	3.0	$	2.3	77.1	%

The increase in income tax expense was due to a $6.1 million increase in income before taxes but after noncontrolling interests which was partially offset by a decrease in effective tax rate during the second quarter of 2009 (39.5%) compared to the same period in 2008 (40.7%). The decrease in our effective tax rate resulted from a decrease in the estimated state effective tax rate.

Net income attributable to Dolan Media Company

	Three Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Net income attributable to Dolan Media Company	$	8.2	$	4.4	$	3.8	86.6	%

Net income attributable to Dolan Media Company increased due to the cumulative effect of the factors described in this Management Discussion and Analysis that are applicable to the calculation of net income attributable to Dolan Media Company.

Professional Services Division Results

Revenues

	Three Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total Professional Services Division revenues	$	44.3	$	18.1	$	26.2	144.3	%
Mortgage default processing service revenues		40.9		14.8		26.1	176.1	%
Appellate services revenues		3.4		3.3		0.1	1.8	%

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Professional Services Division revenues increased due to the increase in mortgage default processing service revenues, primarily from the acquisition of Barrett-NDEx in September 2008, which added $24.6 million in revenues for the three months ended June 30, 2009. The remaining increase in mortgage default processing service revenues resulted from an increase in files processed in the second quarter of 2009 as compared to the same period in 2008 for NDeX businesses we owned and operated prior to April 1, 2008 and, to a lesser extent, an increase in the fee charged per file to Trott & Trott. For the three months ended June 30, 2009, we serviced approximately 93,100 mortgage default case files for our customers, compared to approximately 36,700 mortgage default case files that we serviced for our customers for the three months ended June 30, 2008. Barrett-NDEx accounted for approximately 55,200 of the files we processed in the second quarter of 2009. This represents an increase of approximately 14,000 files, or 34.0% growth, for the Barrett-NDEx business when compared to historical file volumes, as they processed 41,200 files for the same period in 2008 (pre-acquisition).

The Barrett law firm and Trott & Trott each accounted for more than 10%, and together accounted for approximately 80%, of our Professional Services Division revenues in the second quarter of 2009. For the same period in 2008, Trott & Trott and Feiwell & Hannoy each accounted for more than 10% of our Professional Services Division revenues.

Appellate services revenues increased $0.1 million in the second quarter of 2009, while Counsel Press assisted with 2,100 appellate filings as compared to 2,000 for the same period in 2008. This slight increase in the number of appellate filings was substantially offset by lower average revenue per filing.

Operating Expenses

	Three Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total operating expenses	$	31.5	$	13.1	$	18.4	140.1	%
Direct operating expense		15.7		6.4		9.2	143.7	%
Selling, general and administrative expenses		10.8		4.6		6.2	135.5	%
Depreciation expense		1.6		0.5		1.1	206.3	%
Amortization expense		3.4		1.6		1.8	116.3	%

Operating expenses increased primarily as a result of the operating costs of Barrett-NDEx acquired in September 2008, which added $17.5 million in operating expenses. Barrett-NDEx accounted for $9.0 million of the increase in direct operating expenses, and $5.7 million of the increase in selling, general, and administrative expenses. In the historical NDeX business, operating expenses increased slightly over the prior period due primarily to increased personnel and health insurance costs.

Amortization increased from the amortization of finite-lived intangible assets associated with the acquisition of Barrett-NDEx, which added $1.7 million in amortization expense. Depreciation expense increased as a result of the addition of the Barrett-NDEx assets.

Total operating expenses attributable to our Professional Services Division as a percentage of Professional Services Division revenue decreased to 71.0% for the three months ended June 30, 2009 from 72.3% for the three months ended June 30, 2008. This decrease is primarily attributable to a large increase in mortgage default processing services revenue in the second quarter of 2009.

Business Information Division Results

Revenues

	Three Months Ended June 30,
	2009		2008		Increase (decrease)
	($’s in millions)
Total Business Information Division Revenues	$	22.7	$	23.4	$	(0.7	)	(2.9	)%
Display and classified advertising revenues		6.8		8.8		(1.9	)	(22.1	)%
Public notice revenues		12.2		10.6		1.6		15.1	%
Circulation revenues		3.3		3.6		(0.3	)	(8.1	)%
Other revenues		0.4		0.4		(0.1	)	(12.0	)%

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Our display and classified advertising revenues (which include revenues from events) decreased primarily due to an approximately 20.0% decrease in the number of ads placed in our publications, which we believe continues to be driven by the sluggish economy, as well as a decrease in the average price paid per classified and display ad across our publications. As our customers continue to control spending in response to the general economic conditions in the markets we serve, we expect our display and classified advertising revenues will continue to remain at reduced levels when compared to 2008.

Our public notice revenues increased due to an approximately 10.0% increase in the total number of public notice ads placed in our publications, driven primarily by the increased number of foreclosure notices placed in our publications.

Circulation revenues decreased due to a decline in the number of paid subscribers between June 30, 2008 and June 30, 2009. As of June 30, 2009, our paid publications had approximately 64,300 subscribers, a decrease of approximately 5,300, or 7.6%, from total paid subscribers of approximately 69,600 as of June 30, 2008. The majority of this decrease in paid subscriptions over these periods resulted from fewer responses to new subscription campaigns and non-renewals of discounted bulk subscriptions at several law firms, which we believe is a result of a sluggish economy. We believe reader preference for on-line and web site access to our business journals, some of which we offer at discounted rates or no fee, has also contributed to a decline in circulation revenues. Revenues lost from this decline in paid subscriptions were partially offset by an increase in the average price per paid subscription.

The business information products we target to the Missouri, Minnesota, and Maryland markets each accounted for over 10% of our Business Information Division’s revenues for the three months ended June 30, 2009. For the same period in 2008, the business information products we target to the Missouri markets and the Minnesota market each accounted for over 10% of our Business Information Division’s revenues.

Operating Expenses

	Three Months Ended June 30,
	2009		2008		Increase (decrease)
	($’s in millions)
Total operating expenses	$	17.3	$	19.6	$	(2.3	)	(11.8	)%
Direct operating expense		7.4		8.2		(0.7	)	(8.9	)%
Selling, general and administrative expenses		8.5		10.2		(1.7	)	(16.6	)%
Depreciation expense		0.5		0.5		0.1		15.4	%
Amortization expense		0.8		0.8		—		5.8	%

Direct operating expenses decreased primarily as a result of our decline in total revenue in this division, which resulted in lower production and distribution expenses. Selling, general and administrative expenses decreased primarily from a decrease in headcount, along with payments of lower commissions and performance-based pay as a result of lower revenues. Also contributing to this expense reduction was a decrease in promotional spending as we focused on controlling costs in connection with the expected decline in our display and classified advertising revenues. This decline in selling, general and administrative expenses also includes a decrease of $0.4 million in bad debt expense resulting from focused collection efforts and improvements in our accounts receivable agings. Total operating expenses attributable to our Business Information Division as a percentage of Business Information Division revenue decreased to 76.0% for the three months ended June 30, 2009 from 83.6% for the three months ended June 30, 2008, largely as a result of an increase in public notice revenues, which are higher margin revenues, and cost control efforts we implemented over the last four quarters.

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Six Months Ended June 30, 2009
Compared to Six Months Ended June 30, 2008

Revenues

	Six Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total revenues	$	131.0	$	83.1	$	47.9	57.7	%

Our countercyclical revenues (mortgage default processing services and public notice) accounted for the increase in our revenues, including $48.0 million of revenues from acquired businesses (defined below). These revenues primarily consisted of $47.2 million in revenues from the Barrett-NDEx business acquired on September 2, 2008, which were driven in part by a 27.5% increase in the number of files processed by Barrett-NDEx during the first six months of 2009 compared to the same period in 2008 (when we did not own Barrett-NDEx). Please see “Professional Services Divisions Results” below for more information on the increased number of files Barrett-NDEx processed during this period. An increase in public notice revenues of $2.3 million, including $0.2 million from the assets of Legal and Business Publishers (including The Mecklenburg Times) acquired on February 13, 2008, along with $0.8 million in revenues from the mortgage default processing services business of Wilford & Geske acquired on February 22, 2008 also contributed to our total increase in revenues for the period. These revenues were partially offset by a $3.3 million organic decline in display and classified advertising revenues in our Business Information Division as a result of the economic conditions in the markets we serve. Of the $2.3 million increase in public notice revenues, $2.1 million represented organic growth in that revenue line. Organic revenue growth (defined below) in NDeX was $1.3 million for the six month period.

We derived 65.9% and 44.4% of our total revenues from our Professional Services Division and 34.1% and 55.6% of our total revenues from our Business Information Division for the six months ended June 30, 2009 and 2008, respectively. This change in mix resulted primarily from the Barrett-NDEx acquisition in September 2008 as well as general economic conditions in the markets we serve.

We define organic revenue growth/decline as the net increase or decrease in revenue produced by: (1) businesses we owned and operated prior to January 1, 2008, which we refer to as “existing businesses;” (2) customer lists, goodwill or other finite-life intangibles we purchased on or after January 1, 2008, and integrated into our existing businesses; and (3) businesses that we account for as acquisitions under the acquisition method of accounting in accordance with SFAS No. 141R “Business Combinations,” but do not report separately for internal financial purposes, which we refer to as “fold-in acquisitions.” We refer to the net increase or decrease in revenues produced by businesses that we owned and operated after January 1, 2008 and that we account for as acquisitions under the acquisition method of accounting in accordance with SFAS No. 141R, but which are not fold-in acquisitions, as “growth/decline from acquired businesses.”

Operating Expenses

	Six Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total operating expenses	$	102.9	$	68.1	$	34.8	51.1	%
Direct operating expense		46.0		28.5		17.5	61.6	%
Selling, general and administrative expenses		43.2		32.8		10.3	31.5	%
Depreciation expense		4.5		2.3		2.2	95.3	%
Amortization expense		9.3		4.5		4.8	104.9	%

Operating expenses attributable to our corporate operations increased $1.7 million, or 42.0%, to $5.9 million, for the six months ended June 30, 2009, from $4.1 million for the six months ended June 30, 2008. The increase in operating expenses attributable to corporate operations was primarily due to an increase in unallocated corporate insurance costs ($1.0 million), half of which is attributable to a change we made in the second quarter of 2008 in the accounting estimate related to our medical self-insurance reserve to more closely reflect past claims history. During the six months ended June 30, 2009, we accrued $0.5 million for performance-based pay for our executive officers because, based on the company’s financial performance thus far, it is reasonably likely that the performance targets will be met. We did not make similar accruals during the six months ended June 30, 2008 because it was not likely, at that time, that the 2008 performance targets would be met. This contributed to the year-over-year increase in corporate operating expenses. Total operating expenses as a percentage of total revenues decreased from 82.0% for the six months ended June 30, 2008 to 78.6% for the six months ended June 30, 2009. For 2009, we expect total operating expenses as a percentage of total revenues will be higher than it was for the first six months as we expect additional employee expenses related to performance-based pay, headcount increases expected at NDeX, and other employee benefits.

30

Direct Operating Expenses. The increase in direct operating expenses consisted of an $18.4 million increase in our Professional Services Division and a $0.8 million decrease in our Business Information Division. You should refer to the more detailed discussions in the Professional Services Division Results and Business Information Division Results below for more information regarding the causes of these changes. Direct operating expenses as a percentage of total revenues increased slightly to 35.1% as of June 30, 2009 from 34.3% as of June 30, 2008. This increase is primarily attributable to Barrett-NDEx, which has a higher mix of direct operating expenses to revenue than our other NDeX operations. For the remainder of 2009, we expect our direct operating expenses as a percentage of total revenues to be higher than it was in the first six months because we expect our Professional Services Division to continue to account for a larger percentage of our total revenues than our Business Information Division.

Selling, General and Administrative Expenses. The increase in our selling, general and administrative expenses consisted of a $11.6 million increase in these expenses in our Professional Services Division, a $2.9 million decrease in these expenses in our Business Information Division, and a $1.6 million increase in unallocated corporate costs as discussed above. You should refer to the more detailed discussions in the Professional Services Division Results and Business Information Division Results below for more information regarding the causes of the changes in the divisional selling, general and administrative expenses. Selling, general and administrative expense as a percentage of revenue decreased to 33.0% as of June 30, 2009 from 39.5% as of June 30, 2008. This is largely due to expense control efforts that have been put in place in our various businesses, as well as the significant increase in revenues recorded in our Professional Services Division in the first six months of 2009 related to the Barrett-NDEx acquisition.

Depreciation and Amortization Expense. Our depreciation expense increased due to increased levels of property and equipment in the six months ended June 30, 2009, most notably due to the Barrett-NDEx acquisition. Our amortization expense increased primarily due to the amortization of finite-lived intangible assets acquired in the 2008 acquisitions. Additionally, in the six months ended June 30, 2009, we fully amortized that portion of the non-compete intangible asset attributable to Michael Barrett as a result of his death in January 2009, resulting in an additional $0.9 million in amortization expense. Because the purchase price allocation for the Barrett-NDEx intangibles is preliminary, this amount may change when the valuation is completed.

Other Income, Net

	Six Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Other income, net	$	1.4	$	—	$	1.4	Not meaningful

Other income, net increased by $1.4 million during the six months ended June 30, 2009 as a result of the receipt of insurance proceeds on the company-owned life insurance of Michael C. Barrett, a senior officer of Barrett-NDEx, who passed away in January 2009. We used $0.5 million of these insurance proceeds to make a contribution to Southern Methodist University Dedman School of Law to establish a scholarship fund in his name. We netted this contribution against the gain recorded on the proceeds of the life insurance.

Interest Expense, Net

	Six Months Ended June 30,
	2009		2008		Increase (decrease)
	($’s in millions)
Total interest expense, net	$	3.7	$	2.8	$	0.9			34.0	%
Interest on bank credit facility		2.9		2.3		0.6			26.8	%
Cash interest expense on interest rate swaps		0.7		0.3		0.5			174.1	%
Amortization of deferred financing fees		0.1		0.1		—		Not meaningful
Other		—		0.1		(0.2	)	Not meaningful

Interest expense related to our bank credit facility increased in the first six months of 2009 due to increased average outstanding borrowings when compared to the second quarter of 2008. This was largely offset by a decline in our weighted average interest rate on these borrowings as discussed in the three month section above. For the six months ended June 30, 2009, our average outstanding borrowings were $152.9 million compared to $70.1 million for the same period in 2008. This increase in debt was primarily a result of the debt incurred to finance, in part, the acquisition of Barrett-NDEx in September 2008. Cash interest incurred on our interest rate swaps increased as a result of interest rate changes.

Non-Cash Interest Income Related to Interest Rate Swaps

	Six Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Non-cash interest income related to interest rate swaps	$	0.5	$	—	$	0.5	—

31

Non-cash interest income related to interest rate swaps increased as a result of a change in the estimated fair value of our interest rate swaps driven by interest rate changes. The estimated fair value of our fixed rate interest rate swaps recorded on our balance sheet is a liability of $2.1 million and $1.2 million, respectively, at June 30, 2009 and 2008.

Income Tax Expense

	Six Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Income tax expense	$	9.7	$	5.8	$	3.9	67.3	%

The increase in income tax expense was due to a $12.3 million increase in income before taxes but after noncontrolling interests which was partially offset by a decrease in effective tax rate during the first six months of 2009 (36.5%) compared to the same period in 2008 (40.7%). The decrease in our effective tax rate resulted from a decrease in the estimated state effective tax rate and the impact of non-taxable life insurance proceeds from Michael Barrett’s death.

Net income attributable to Dolan Media Company

	Six Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Net income attributable to Dolan Media Company	$	16.9	$	8.4	$	8.4	100.5	%

Net income attributable to Dolan Media Company increased due to the cumulative effect of the factors described in this Management Discussion and Analysis that are applicable to the calculation of net income attributable to Dolan Media Company.

Professional Services Division Results

Revenues

	Six Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total Professional Services Division revenues	$	86.3	$	36.9	$	49.5	134.1	%
Mortgage default processing service revenues		79.2		29.9		49.4	165.5	%
Appellate services revenues		7.1		7.0		0.1	0.9	%

Professional Services Division revenues increased due to the increase in mortgage default processing service revenues as a result of the acquisition of Barrett-NDEx in September 2008, which added $47.2 million in revenues for the six months ended June 30, 2009, and, to a lesser extent, NDeX’s mortgage default processing service businesses that we acquired from Wilford & Geske in February 2008, which added $0.8 million in revenues for the first six months in 2009. The remaining increase in mortgage default processing service revenues resulted from an increase in files processed in the first six months of 2009 as compared to the same period in 2008 for NDeX businesses we owned and operated prior to January 1, 2008 and, to a lesser extent, an increase in the fee charged per file for Trott & Trott. For the six months ended June 30, 2009, we serviced approximately 184,200 mortgage default case files for our customers, compared to approximately 73,300 mortgage default case files that we serviced for our customers for the six months ended June 30, 2008. Barrett-NDEx accounted for approximately 105,600 of the files we processed in the first six months of 2009. This represents an increase of approximately 22,800 files, or 27.5% growth, for the Barrett-NDEx business when compared to historical file volumes, as they processed 82,800 files for the same period in 2008 (pre-acquisition).

32

The Barrett law firm and Trott & Trott each accounted for more than 10%, and together accounted for approximately 80%, of our Professional Services Division revenues in the first six months of 2009. For the same period in 2008, Trott & Trott and Feiwell & Hannoy each accounted for more than 10% of our Professional Services Division revenues.

Appellate services revenues increased in the first six months of 2009 due to a 5.4% increase in the number of appellate filings processed, as Counsel Press assisted with 4,300 appellate filings as compared to 4,100 in the first six months of 2008. This slight increase in the number of appellate filings was substantially offset by lower average revenue per filing.

Operating Expenses

	Six Months Ended June 30,
	2009		2008		Increase
	($’s in millions)
Total operating expenses	$	62.6	$	26.1	$	36.6	140.4	%
Direct operating expense		31.1		12.7		18.4	144.3	%
Selling, general and administrative expenses		20.8		9.2		11.6	125.3	%
Depreciation expense		3.0		1.0		1.9	187.7	%
Amortization expense		7.7		3.0		4.7	153.6	%

Operating expenses increased primarily as a result of the operating costs of Barrett-NDEx acquired in September 2008, which added $34.7 million in operating expenses. Barrett-NDEx accounted for $17.6 million of the increase in direct operating expenses, while an increase in personnel costs associated with operating the mortgage default processing services business acquired from Wilford & Geske in February 2008 for the full six months ended June 30, 2009 accounted for $0.3 million of the total increase. Barrett-NDEx accounted for $10.6 million of the increase in selling, general, and administrative expenses, while costs of operating the mortgage default processing services business acquired from Wilford & Geske for the full quarter added $0.2 million. In the historical NDeX business, direct operating expenses increased as a result of increased personnel costs and other production costs associated with increased file volumes. Selling, general and administrative expenses increased resulting largely from increased personnel costs and health insurance costs.

Amortization expense increased from the amortization of finite-lived intangible assets associated with the 2008 acquisitions, most notably Barrett-NDEx, which added $4.4 million in amortization expense, including $0.9 million of additional amortization expense as a result of fully amortizing that portion of the non-compete intangible asset attributable to Michael Barrett as a result of his death in January 2009. Because the purchase price allocation for the Barrett-NDEx intangibles is preliminary, this amount may change when the valuation is completed. Depreciation expense increased as a result of the addition of the Barrett-NDEx assets.

Total operating expenses attributable to our Professional Services Division as a percentage of Professional Services Division revenue increased to 72.5% for the six months ended June 30, 2009 from 70.7% for the six months ended June 30, 2008. This increase is primarily attributable to Barrett-NDEx, which has a higher mix of direct operating expenses to revenue than our historical Professional Services Division.

Business Information Division Results

Revenues

	Six Months Ended June 30,
	2009		2008		Increase (decrease)
	($’s in millions)
Total Business Information Division Revenues	$	44.7	$	46.2	$	(1.5	)	(3.3	)%
Display and classified advertising revenues		13.6		16.9		(3.3	)	(19.3	)%
Public notice revenues		23.5		21.2		2.3		10.7	%
Circulation revenues		6.7		7.1		(0.4	)	(5.7	)%
Other revenues		0.8		1.0		(0.1	)	(14.8	)%

Our display and classified advertising revenues (which include revenues from events) decreased primarily due to a 18.5% decrease in the number of ads placed in our publications, which we believe was driven by the sluggish economy, as well as a decrease in the average price paid per classified and display ad across our publications. An increase of $0.2 million in revenues from events partially offset this decline.

Our public notice revenues increased due to an 8.3% increase in the total number of public notice ads placed in our publications, driven primarily by the increased number of foreclosure notices placed in our publications and, to a lesser extent, the acquisition of the assets of Legal and Business Publishers, Inc. in February 2008, which added $0.2 million in revenues for the full first six months in 2009.

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Circulation revenues decreased slightly due to a decline in the number of paid subscribers between June 30, 2008 and June 30, 2009, as discussed in the three month section above.

The business information products we target to the Missouri, Minnesota, and Maryland markets each accounted for over 10% of our Business Information Division’s revenues for the six months ended June 30, 2009 and 2008.

Operating Expenses

	Six Months Ended June 30,
	2009		2008		Increase (decrease)
	($’s in millions)
Total operating expenses	$	34.4	$	37.9	$	(3.5	)	(9.2	)%
Direct operating expense		14.9		15.7		(0.8	)	(5.4	)%
Selling, general and administrative expenses		16.9		19.8		(2.9	)	(14.6	)%
Depreciation expense		1.0		0.9		0.1		15.7	%
Amortization expense		1.6		1.5		0.1		7.1	%

Direct operating expenses decreased primarily as a result of our decline in total revenue in this division, which resulted in lower production and distribution expenses. Selling, general and administrative expenses decreased primarily from a decrease in headcount, along with the payment of lower commissions and performance-based pay as a result of lower revenues. Also contributing to this expense reduction were decreases in promotional spending and, to a lesser extent, travel expenses, as we focused on controlling costs in connection with the expected decline in our display and classified advertising revenues. This decline in selling, general and administrative expenses also includes a decrease of $0.6 million in bad debt expense resulting from focused collection efforts and improvements in our accounts receivable agings. Total operating expenses attributable to our Business Information Division as a percentage of Business Information Division revenue decreased to 77.1% for the six months ended June 30, 2009 from 82.1% for the six months ended June 30, 2008, largely as a result of cost control efforts we implemented over the last four quarters.

Off Balance Sheet Arrangements

We have not entered into any off balance sheet arrangements.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations, available capacity under our credit facility, distributions received from DLNP, and available cash reserves. The following table summarizes our cash and cash equivalents, working capital (deficit) and long-term debt, less current portion as of June 30, 2009 and December 31, 2008, as well as cash flows for the six months ended June 30, 2009 and 2008 (in thousands):

	June 30,		December 31,
	2009		2008
Cash and cash equivalents	$	16,048	$	2,456
Working capital (deficit)		11,941		(12,588	)
Long-term debt, less current portion		137,225		143,450

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	Six Months
	Ended June 30,
	2009			2008
Net cash provided by operating activities	$	23,001		$	9,574
Net cash used in investing activities:		(3,039	)		(22,170	)
Acquisitions and investments		(1,426	)		(19,176	)
Capital expenditures		(1,613	)		(2,303	)
Net cash (used) provided by financing activities		(6,370	)		13,865

Cash Flows Provided by Operating Activities

The most significant inflows of cash are cash receipts from our customers. Operating cash outflows include payments to employees, payments to vendors for services and supplies and payments of interest and income taxes.

Net cash provided by operating activities for the six months ended June, 2009 increased $13.4 million, or 140.2%, to $23.0 million from $9.6 million for the six months ended June 30, 2008. This increase was primarily the result of improved net income, largely as a result of the acquired business of Barrett-NDEx in September 2008.

Working capital increased by $24.5 million, from a deficit of $(12.6) million at December 31, 2008 to $11.9 million at June 30, 2009, resulting primarily from a significant increase in accounts receivable in 2009 due to increased sales and pass-through costs at Barrett-NDEx. Additionally, at December 31, 2008, we had overpaid our state and federal income taxes, resulting in a net receivable position, but at June 30, 2009, we owed federal income taxes, resulting in a payable position for federal taxes. This change partially offset the increase in accounts receivable.

Our allowance for doubtful accounts, allowance for doubtful accounts as a percentage of gross receivables and days sales outstanding, or DSO, as of June 30, 2009 and December 31, 2008 is set forth in the table below:

				December 31,
	June 30, 2009			2008
Allowance for doubtful accounts (in thousands)	$	964		$	1,398
Allowance for doubtful accounts as a percentage of gross accounts receivable		1.8	%		3.5	%
Day sales outstanding		75.5			62.6

The decrease in allowance for doubtful accounts as a percentage of gross accounts receivable primarily results from of the large increase in receivables from the Barrett law firm, a customer of Barrett-NDEx which we acquired in September 2008, for which we carry no allowance for doubtful accounts. No allowance is carried on these accounts because, to date, we have not experienced any problems in collecting payment from the Barrett law firm, which is required to remit all amounts due to us with respect to files we serviced in accordance with the time periods upon which we have agreed.

We calculate DSO by dividing net receivables by average daily revenue excluding circulation. Average daily revenue is computed by dividing total revenue by the total number of days in the period. In calculating our DSO for the year ended December 31, 2008, we annualized the revenues from Barrett-NDEx, which we have only owned since September 2, 2008. Our DSO increased significantly from December 31, 2008 to June 30, 2009, primarily because (1) at December 31, 2008, Trott & Trott paid a significant portion of its accounts receivable balance early, which it did not do at the end of the second quarter of 2009; and (2) the number of unbilled files from our Texas and California operations as well as the number of billed pass through costs related to our California operations grew, increasing accounts receivable from that operation.

We own 35.0% of the membership interests in The Detroit Legal Publishing, LLC, or DLNP, the publisher of The Detroit Legal News, and received distributions of $3.5 million in each of the six months ended June 30, 2009 and 2008. The operating agreement for DLNP provides for us to receive quarterly distribution payments based on our ownership percentage, which are a significant source of operating cash flow.

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Cash Flows Used by Investing Activities

Net cash used by investing activities decreased $19.1 million, or 86.3%, to $(3.0) million in the six months ending June 30, 2009 from $(22.2) million in the six months ended June 30, 2008. In the first six months of 2009 and 2008, we used cash primarily in connection with acquisitions and capital expenditures for offices, equipment, and software. Cash paid for acquisitions totaled $19.9 million for the six months ended June 30, 2008, compared to $1.4 million in earnouts paid during the six months ended June 30, 2009. Capital expenditures and purchases of software were approximately $1.6 million and $2.3 million for the six months ended June 30, 2009 and 2008, respectively. About 28% of our capital spending in the first six months of 2009 related to office moves and related expenditures and a building restoration project at one of our facilities, and another 26% related to spending on various technology enhancements. We expect the costs for capital expenditures to range between 2.0% and 3.0% of our total revenues, on an aggregated basis, for the year ending December 31, 2009, which we expect to use to upgrade our press operations, for improvements to our proprietary case management systems, for telecommunications equipment at NDeX and in connection with our business continuity and disaster readiness initiatives.

Finite-lived intangible assets decreased $8.0 million, or 3.1%, to $246.9 million at June 30, 2009 from $254.9 million as of December 31, 2008. This decrease was due to recording amortization expense, offset somewhat by an increase of $1.3 million to the service agreement intangible recorded in connection with the mortgage default processing services business of Wilford & Geske partially achieving certain EBITDA targets set forth in the purchase agreement. Our purchase price allocation for Barrett-NDEx is still preliminary and, when finalized, may change the amount of the finite-life intangible assets acquired from Barrett-NDEx. In the event that the Barrett-NDEx operations achieve the earnout targets as more fully described in “Recent Acquisitions” above, we could be obligated to pay up to $13.0 million in the fourth quarter of 2009. Based on the adjusted EBITDA for Barrett-NDEx for the first three calendar quarters following the close of the acquisition, Barrett-NDEx appears to be on course to earn the maximum earnout payment of $13.0 million. In addition, in the six months ended June 30, 2009, the Company recorded an additional $0.9 million of amortization expense to write off the non-compete agreement with Michael Barrett who died in January 2009.

Goodwill decreased to $118.0 million as of June 30, 2009, from $119.0 million at December 31, 2008, resulting from the reduction of a $1.0 million liability to zero in connection with the proposed plan of restructure related to the acquisition of Barrett-NDEx.

Cash Flows (Used) Provided by Financing Activities

Net cash provided by financing activities primarily includes borrowings under our revolving credit agreement and the issuance of long-term debt. Cash used in financing activities generally includes the repayment of borrowings under the revolving credit agreement and long-term debt and the payment of fees associated with the issuance of long-term debt.

Net cash (used) provided by financing activities decreased $20.2 million to a $(6.4) million use of cash in the six months ended June 30, 2009 from $13.9 million of cash provided in the six months ended June 30, 2008. In the first six months of 2009, financing activity was limited to payments on our senior long-term debt and our unsecured note payable to Feiwell & Hannoy, as there were no new borrowings. Long-term debt, less current portion, decreased $6.2 million, or 4.3%, to $137.2 million as of June 30, 2009 from $143.5 million as of December 31, 2008.

On August 7, 2009, APC Investments and Feiwell & Hannoy will have the right, for a period of six months, to require NDeX to repurchase all or any portion of the NDeX membership interests they hold on the terms and conditions more fully described in “Noncontrolling Interests” above. We do not know if APC Investments and/or Feiwell & Hannoy will exercise their respective put right when it becomes exercisiable. For illustration purposes only and assuming that APC Investments and Feiwell & Hannoy’s put rights were exercisable on June 30, 2009 and they were exercised, NDeX would have been obligated to pay APC Investments and Feiwell & Hannoy $16.8 million in the aggregate over a period of three years with interest at a rate equal to prime plus 2.0%.

Credit Agreement. On August 8, 2007, we, including our consolidated subsidiaries, entered into a second amended and restated credit agreement, effective August 8, 2007, with a syndicate of bank lenders and U.S. Bank National Association, as lead bank and agent for the lenders, for a senior secured credit facility comprised of a term loan facility due and payable in quarterly installments with a final maturity date of August 8, 2014 and a revolving credit facility with a final maturity date of August 8, 2012.

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At June 30, 2009, we had $149.1 million outstanding under our term loan, and no amount outstanding under our revolving line of credit and available capacity of approximately $40.0 million, after taking into account the senior leverage ratio requirements under the credit agreement. We will use the remaining availability under our credit agreement, if at all, for working capital and other general corporate purposes, including the financing of acquisitions.

At June 30, 2009, the weighted average interest rate on our senior term note was 3.2%. If we elect to have interest accrue (1) based on the prime rate, then such interest is due and payable on the last day of each month and (2) based on LIBOR, then such interest is due and payable at the end of the applicable interest period that we elect, provided that if the applicable interest period is longer than three months interest will be due and payable in three month intervals. At June 30, 2009, all of the interest on our senior note was based on LIBOR.

Future Needs

We expect that cash flow from operations, supplemented by short and long-term financing and the proceeds from our credit facility, as necessary, will be adequate to fund day-to-day operations, capital expenditure requirements, any payment obligations upon the exercise of the put right by APC Investments or Feiwell & Hannoy as described in “Noncontrolling Interests” above, and any payment we may owe to the sellers of Barrett-NDeX if they satisfy the adjusted EBITDA target set forth in the purchase agreement as described in “Recent Acquisitions” above). However, our ability to generate sufficient cash flow in the future could be adversely impacted by regulatory, lender and other responses to the mortgage crisis, including new and proposed legislation and lenders’ voluntary and required loss mitigation efforts and moratoria, including those described in “Recent Developments — Regulatory Environment” in our annual report on Form 10-K filed with the SEC on March 12, 2009 and earlier in this report.

We plan to continue to develop and evaluate potential acquisitions to expand our product and service offerings and customer base and enter new geographic markets. We intend to fund these acquisitions over the next twelve months with funds generated from operations and borrowings under our credit facility. We may also need to raise money to fund these acquisitions, as we did for the acquisition of Barrett-NDEx, through the sale of our equity securities or additional debt financing.

Our ability to secure short-term and long-term financing in the future will depend on several factors, including our future profitability and cash flow from operations, the quality of our short and long-term assets, our relative levels of debt and equity, the financial condition and operations of acquisition targets (in the case of acquisition financing), our stock price and the overall condition of the credit markets (which currently are, and may continue to be in the near future, difficult to access).

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks related to interest rates. Other types of market risk, such as foreign currency risk, do not arise in the normal course of our business activities. Our exposure to changes in interest rates is limited to borrowings under our credit facility. However, as of December 31, 2008, we had swap arrangements that convert $40.0 million of our variable rate term loan into a fixed rate obligation. Under our bank credit facility, we are required to enter into derivative financial instrument transactions, such as swaps or interest rate caps, in order to manage or reduce our exposure to risk from changes in interest rates. We do not enter into derivatives or other financial instrument transactions for speculative purposes.

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” or SFAS No. 133, requires us to recognize all of our derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. As of June 30, 2009, our interest rate swap agreements were not designated for hedge accounting treatment under SFAS No. 133, and as a result, the fair value is classified within other deferred revenue and other liabilities on our balance sheet and as a component of interest expense in our statement of operations for the year then ended. For the three and six months ended June 30, 2009, we recognized interest income of $0.3 million and $0.5 million, respectively, related to the change in fair value of the interest rate swap agreements. For the three months ended June 30, 2008, we recognized interest income of $1.2 million, and, for the six months ended June 30, 2008, we recognized no interest income or expense, related to the change in fair value of the interest rate swap agreements. At June 30, 2009 and 2008, the estimated fair value of our fixed interest rate swaps was a liability of $2.1 and $1.2 million, respectively.

37

If the future interest yield curve decreases, the fair value of our interest rate swap agreements will decrease and interest expense will increase. If the future interest yield curve increases, the fair value of our interest rate swap agreements will increase and interest expense will decrease.

Based on the variable-rate debt included in our debt portfolio, a 75 basis point increase in interest rates would have resulted in additional interest expense of $212,000 (pre-tax) and $110,000 (pre-tax) for the six months ended June 30, 2009 and 2008, respectively.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time frames specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were not any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time involved in ordinary, routine litigation incidental to our normal course of business, and we do not believe that any such existing litigation is material to our financial condition or results of operations.

Item 1A. Risk Factors

The following risk factor updates and supersedes the risk factor included in our annual report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2009 under the caption “We depend on key personnel and we may not be able to operate and grow our business effectively if we lose the services of any of our key personnel or are unable to attract qualified personnel in the future.” Other than as set forth below, there have been no material changes from the risk factors we previously disclosed in “Risk Factors” in Item 1A of our annual report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2009.

We depend on key personnel and we may not be able to operate and grow our business effectively if we lose the services of any of our key personnel or are unable to attract qualified personnel in the future.

We rely heavily on our senior management team, including James P. Dolan, our founder, chairman, chief executive officer and president; Scott J. Pollei, our executive vice president and chief operating officer; David A. Trott, chairman and chief executive officer of NDeX; Mark W.C. Stodder, our executive vice president — business information; and Vicki J. Duncomb, our vice president and chief financial officer, because they have a unique understanding of our diverse product and service offerings and the ability to manage an organization that has a diverse group of employees. Our ability to retain Messrs. Dolan, Pollei, Trott and Stodder and Ms. Duncomb and other key personnel is therefore very important to our future success. In addition, we rely on our senior management, especially Mr. Dolan, to identify growth opportunities through the development or acquisition of additional publications and professional services opportunities.

38

We have employment agreements with Messrs. Dolan, Pollei, Trott and Stodder and Ms. Duncomb. These employment agreements, however, do not ensure that Messrs. Dolan, Pollei, Trott and Stodder and Ms. Duncomb will not voluntarily terminate their employment with us. Further, we do not typically enter into employment agreements with other key personnel. In addition, our key personnel are subject to non-competition restrictions, which generally restrict such employees from working for competing businesses for a period of one year after the end of their employment with us. These non-compete provisions, however may not be enforceable. We also do not have key man insurance for any of our current management or other key personnel. The loss of any key personnel would require the remaining key personnel to divert immediate and substantial attention to seeking a replacement. Competition for senior management personnel is intense. An inability to find a suitable replacement for any departing executive officer or key employee on a timely basis could adversely affect our ability to operate and grow our business.

Item 2. Unregistered Sales of Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

On May 15, 2009, we held an annual meeting of stockholders, where the stockholders voted upon (1) the election of Anton J. Christianson and Jacques Massicotte as Class II directors to serve until our 2012 annual meeting and (2) the ratification of the audit committee’s appointment of McGladrey & Pullen, LLP as our independent registered public accounting firm for 2009. These proposals received the following votes:

Proposal 1: To elect Anton J. Christianson and Jacques Massicotte as Class II Directors

	For		Withheld
Anton J. Christianson		15,923,289		7,072,102
Jacques Massicotte		15,925,370		7,070,021

Proposal 2: Ratification of audit committee’s appointment of McGladrey & Pullen, LLP as our independent registered public accounting firm for 2009

For	Against		Abstain		Broker Non-Votes
22,863,151		130,973		1,267		—

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit
No	Title	Method of Filing
10.1	Second Amendment to the Services Agreement between American Processing Company, LLC and Wilford & Geske, P.A. dated June 4, 2009	Filed herewith. Portions of this exhibit were omitted and have been filed separately with the Secretary of the SEC pursuant to an application for confidential treatment under Rule 406 of the Securities Act.
10.2	Amendment No. 5 to the American Processing Company, LLC Operating Agreement	Filed herewith.
10.3	Second Amended and Restated Credit Agreement, dated as of August 8, 2007, among the Company, its consolidated subsidiaries, the banks from time to time party thereto, LaSalle Bank National Association, as one of the banks and as Syndication Agent, Associated Bank National Association and Bank of the West, each as one of the banks and as Co-Documentation Agents, and U.S. Bank National Association, as one of the banks, LC bank and Lead Arranger and as agent for the banks.	Filed herewith.
10.4	First Amendment to Second Amended and Restated Credit Agreement with the Company, its consolidated subsidiaries and a syndicate of lenders dated July 28, 2008	Filed herewith.
10.5	Separation Agreement and General Release between the Company and Mark E. Baumbach dated July 28, 2009	Incorporated by reference to our current report on Form 8-K filed with the SEC on July 28, 2009.
10.6	Amended and Restated Employment Agreement between the Company and Scott J. Pollei dated August 1, 2009	Incorporated by reference to our current report on Form 8-K filed with the SEC on August 4, 2009.
10.7	Employment Agreement between the Company and Vicki J. Duncomb dated August 1, 2009	Incorporated by reference to our current report on Form 8-K filed with the SEC on August 4, 2009.
10.8	Second Amendment to the Employment Agreement between the Company and the Mark W.C. Stodder dated August 1, 2009	Filed herewith.
31.1	Section 302 Certification of James P. Dolan	Filed herewith.
31.2	Section 302 Certification of Vicki J. Duncomb	Filed herewith.
32.1	Section 906 Certification of James P. Dolan	Furnished herewith.
32.2	Section 906 Certification of Vicki J. Duncomb	Furnished herewith

40

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DOLAN MEDIA COMPANY
Dated: August 7, 2009
	By:	/s/ James P. Dolan
		James P. Dolan
		Chairman, Chief Executive Officer and President (Principal Executive Officer)
Dated: August 7, 2009
	By:	/s/ Vicki J. Duncomb
		Vicki J. Duncomb
		Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

41

Exhibit Index

Exhibit
No	Title	Method of Filing
10.1	Second Amendment to the Services Agreement between American Processing Company, LLC and Wilford & Geske, P.A. dated June 4, 2009	Filed herewith. Portions of this exhibit were omitted and have been filed separately with the Secretary of the SEC pursuant to an application for confidential treatment under Rule 406 of the Securities Act
10.2	Amendment No. 5 to the American Processing Company, LLC Operating Agreement	Filed herewith.
10.3	Second Amended and Restated Credit Agreement, dated as of August 8, 2007, among the Company, its consolidated subsidiaries, the banks from time to time party thereto, LaSalle Bank National Association, as one of the banks and as Syndication Agent, Associated Bank National Association and Bank of the West, each as one of the banks and as Co-Documentation Agents, and U.S. Bank National Association, as one of the banks, LC bank and Lead Arranger and as agent for the banks.	Filed herewith.
10.4	First Amendment to Second Amended and Restated Credit Agreement with the Company, its consolidated subsidiaries and a syndicate of lenders dated July 28, 2008	Filed herewith.
10.8	Second Amendment to Employment Agreement between the Company and Mark W.C. Stodder dated August 1, 2007	Filed herewith.
31.1	Section 302 Certification of James P. Dolan	Filed herewith.
31.2	Section 302 Certification of Vicki J. Duncomb	Filed herewith.
32.1	Section 906 Certification of James P. Dolan	Furnished herewith.
32.2	Section 906 Certification of Vicki J. Duncomb	Furnished herewith.

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EX-10.1

EXHIBIT 10.1

American Processing Company, LLC
c/o Dolan Media Company
222 South Ninth Street, Suite 2300
Minneapolis, Minnesota 55402

June 4, 2009

Lawrence A. Wilford
Wilford & Geske
8425 Seasons Parkway, Suite 105
Woodbury, Minnesota 55125

Re:    Second Amendment to Services Agreement

Dear Larry:

Reference is made to that certain Services Agreement between Wilford & Geske, a professional association (the “Firm”) and American Processing Company, LLC (“APC”) dated February 22, 2008, as amended by that certain First Amendment to Services Agreement dated April 24, 2009 (collectively, the “Services Agreement”). The purpose of this letter is to set forth our understandings and agreements regarding an amendment to the Fee Schedule set forth in Section 3.1(a) of the Services Agreement as well as other amendments to the Services Agreement that are incidental thereto. Capitalized terms used, but not otherwise defined in this letter, shall have the meanings ascribed to such terms in the Services Agreement.

1. As of May 1, 2009, the Fee Schedule in Section 3.1(a) is hereby amended and restated in its entirety to read as follows:

Type of File	Per File Fee
Foreclosure	$[***]
Bankruptcy: MFR	$[***]
Bankruptcy: POC	$[***]
Bankruptcy: Other	$[***]
Eviction	$[***]
Reduced Redemption	$[***] (for files opened prior to January 1, 2008)
	$[***] (for files opened on or after January 1, 2008)
Torrens Action	$[***]
Other	$[***]

2. As of May 1, 2009, Section 3.1(a) shall be further amended by revising the first sentence of the last paragraph to read:

“The Fee Schedule set forth above shall be in effect for a period starting on May 1, 2009 and ending on March 31, 2010.”

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

3.	As of May 1, 2009, Section 3.1(b)(i) shall be amended and restated to read as follows:
	“The parties acknowledge and agree that, for each of the calendar years 2010, 2011 2012 and 2013 (each an “Initial Year”), on April 1st of each Initial Year, each per file fee set forth on the Fee Schedule shall be increased to equal that amount (the “New Fee Amount”) equal to the product of (x) the per file fee in effect during the immediately preceding Initial Year and (y) the CPI Percentage. In no event shall the New Fee Amount for any per file fee be less than the per file fee for the immediately preceding year. For each Initial Year, the New Fee Amount for each fee per file shall be submitted to the Firm in writing by Service Provider on a date that is no later than thirty (30) days after the publication of the Consumer Price Index — All Urban Consumers, U.S. City Average by the BLS (as defined below) for the applicable Measuring Month (as defined below). The Firm acknowledges that it shall have no right to contest the New Fee Amounts for any Initial Year. For purposes of this Agreement, for any Initial Year, the “CPI Percentage” shall equal the product of (x) 100% and (y) a fraction, the numerator of which is the Consumer Price Index — All Urban Consumers, U.S. City Average (the “CPI”) compiled and published by the Bureau of Labor Statistics and the Department of Labor (the “BLS”) for the United States of America for the month of February immediately preceding April 1st of such Initial Year (the “Measuring Month”) and the denominator of which is the CPI for the month twelve (12) months prior to such Measuring Month. In the event that the CPI Percentage is less than 100% for any Initial Year, the Parties agree that there shall be no increase or decrease to the per file fee in effect for such Initial Year; provided, however, if, for a given Initial Year, the CPI percentage is calculated to be less than 100%, the CPI Percentage for the next Initial Year shall be computed using the Measuring Month twenty-four (24) months prior to such Measuring Month as the denominator. For purposes of example only, to determine the CPI Percentage for the adjustment to be made on April 1, 2010 the CPI Percentage would equal the product of (x) 100% and (y) a fraction, the numerator of which would equal the Consumer Price Index — All Urban Consumers, U.S. City Average published by the BLS for the month of February 2010 and the denominator of which would be the Consumer Price Index — All Urban Consumers, U.S. City Average published by the BLS for the month of February 2009. In addition, for purposes of example only, if the CPI Percentage is calculated to be less than 100% in 2010, then the CPI Percentage for the adjustment to be made on April 1, 2011 would be equal the product of (x) 100% and (y) a fraction, the numerator of which would equal the Consumer Price Index — All Urban Consumers, U.S. City Average published by the BLS for the month of February 2011 and the denominator of which would be the Consumer Price Index — All Urban Consumers, U.S. City Average published by the BLS for the month of February 2009.”
4.	As of May 1, 2009, a new Section 3.1(e) is hereby added to the Services Agreement to read as follows:
	“Technology Fee. Notwithstanding anything to the contrary in the Services Agreement, the Firm agrees that it will pay all technology charges incurred by Service Provider in connection with the Mortgage Default Support Services provided hereunder, except those relating to NetDirector, Pacer, Accurint and Orbit.”

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

2

5. Except as expressly amended in this Second Amendment, the Services Agreement shall remain in full force and effect in accordance with its terms.

This Second Amendment to Services Agreement (the “Second Amendment”) shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Second Amendment shall be governed by the laws of the state of Minnesota, without reference to its conflict of laws principles. This Second Amendment may be executed by facsimile or email transmission and in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. The Services Agreement, as amended by this Second Amendment, contain the entire understanding of the parties with regard to the Services to be rendered to the Firm by APC and supersede all prior agreements, understandings or letters of intent with regard to that subject between the parties. This Second Amendment shall not be amended, modified or supplemented except by a written instrument signed by both parties.

If the above terms and conditions reflect our agreement regarding the amendments to the Services Agreement, please sign this Second Amendment to Services Agreement and return a fully executed original of it to me.

Very truly yours,

American Processing Company, LLC
By: Dolan APC, LLC, its Managing Member

/s/ Scott J. Pollei

By: Scott J. Pollei, it Vice President

AGREED AND ACCEPTED:

Wilford & Geske, a professional association

/s/ Lawrence A. Wilford

By: Lawrence A. Wilford, its President

PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

3

EX-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	%

EX-10.3

EXHIBIT 10.3

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

among

DOLAN MEDIA COMPANY,
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, and
AMERICAN PROCESSING COMPANY, LLC,
as Borrowers,

THE BANKS FROM TIME TO TIME PARTY HERETO,

LASALLE BANK NATIONAL ASSOCIATION,
one of the Banks, as Syndication Agent,

ASSOCIATED BANK NATIONAL ASSOCIATION and BANK OF THE WEST,
each one of the Banks, as Co-Documentation Agents,

and

U.S. BANK NATIONAL ASSOCIATION,
one of the Banks, LC Bank and Lead Arranger, as agent for the Banks

Dated as of August 8, 2007

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
Section 1.1 Defined Terms	1
Section 1.2 Accounting Terms and Calculations	22
Section 1.3 Computation of Time Periods	23
Section 1.4 Other Definitional Terms	23
ARTICLE II TERMS OF THE CREDIT FACILITIES	23
Section 2.1 Lending Commitments	23
Section 2.2 Procedure for Loans	24
Section 2.3 Notes	25
Section 2.4 Conversions and Continuations	25
Section 2.5 Interest Rates, Interest Payments and Default Interest	26
Section 2.6 Repayment and Mandatory Prepayment	27
Section 2.7 Optional Prepayments	29
Section 2.8 Letters of Credit	29
Section 2.9 Procedures for Letters of Credit	29
Section 2.10 Terms of Letters of Credit	30
Section 2.11 Agreement to Repay Letter of Credit Drawings	30
Section 2.12 Obligations Absolute	30
Section 2.13 Revolving Commitment Reduction; Incremental Term Loan Commitment	31
Section 2.14 Loans to Cover Unpaid Drawings	33
Section 2.15 Agent’s and Closing Fees	34
Section 2.16 Revolving Commitment Fee	34
Section 2.17 Letter of Credit Fees	34
Section 2.18 [Intentionally Omitted.]	35
Section 2.19 Computation	35
Section 2.20 Payments	35
Section 2.21 Use of Loan Proceeds	35
Section 2.22 Interest Rate Not Ascertainable, Etc.	35
Section 2.23 Increased Cost	36
Section 2.24 Illegality	37
Section 2.25 Capital Adequacy	37
Section 2.26 Funding Losses; LIBOR Advances	37
Section 2.27 Discretion of Bank as to Manner of Funding	38
Section 2.28 Taxes	38
Section 2.29 Replacement of Bank in Respect of Increased Costs	41
ARTICLE III CONDITIONS PRECEDENT	41
Section 3.1 Conditions of Initial Transaction	41
Section 3.2 Conditions Precedent to all Loans and Letters of Credit	43

- i -

ARTICLE IV REPRESENTATIONS AND WARRANTIES	44
Section 4.1 Organization, Standing, Etc.	44
Section 4.2 Authorization and Validity	44
Section 4.3 No Conflict; No Default	44
Section 4.4 Government Consent	45
Section 4.5 Financial Statements and Condition	45
Section 4.6 Litigation	45
Section 4.7 Environmental, Health and Safety Laws	45
Section 4.8 ERISA	46
Section 4.9 Federal Reserve Regulations	46
Section 4.10 Title to Property; Leases; Liens; Subordination	46
Section 4.11 Taxes	46
Section 4.12 Trademarks, Patents	46
Section 4.13 Force Majeure	47
Section 4.14 Investment Company Act	47
Section 4.15 [Intentionally Omitted.]	47
Section 4.16 Retirement Benefits	47
Section 4.17 Full Disclosure	47
Section 4.18 Subsidiaries	47
Section 4.19 Labor Matters	47
Section 4.20 Solvency	47
Section 4.21 Anti-Terrorism Law Compliance	48
ARTICLE V AFFIRMATIVE COVENANTS	48
Section 5.1 Financial Statements and Reports	48
Section 5.2 Existence	50
Section 5.3 Insurance	51
Section 5.4 Payment of Taxes and Claims	51
Section 5.5 Inspection	51
Section 5.6 Maintenance of Properties	51
Section 5.7 Books and Records	51
Section 5.8 Compliance	51
Section 5.9 ERISA	52
Section 5.10 Environmental Matters; Reporting	52
Section 5.11 Further Assurances	52
ARTICLE VI NEGATIVE COVENANTS	53
Section 6.1 Merger	53
Section 6.2 Disposition of Assets	53
Section 6.3 Plans	54
Section 6.4 Change in Nature of Business	54
Section 6.5 Acquisitions; Subsidiaries, Partnerships and Joint Ventures and Ownership	54
Section 6.6 Negative Pledges	55

- ii -

Section 6.7 Restricted Payments	55
Section 6.8 Transactions with Affiliates	55
Section 6.9 Accounting Changes	56
Section 6.10 [Intentionally Omitted	56
Section 6.11 [Intentionally Omitted	56
Section 6.12 Investments	56
Section 6.13 Indebtedness	57
Section 6.14 Liens	58
Section 6.15 Contingent Liabilities	59
Section 6.16 [Intentionally Omitted]	59
Section 6.17 Fixed Charge Coverage Ratio	59
Section 6.18 Senior Leverage Ratio	59
Section 6.19 Loan Proceeds	59
Section 6.20 Sale and Leaseback Transactions	60
Section 6.21 Hedging Agreements	60
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES	60
Section 7.1 Events of Default	60
Section 7.2 Remedies	62
Section 7.3 Offset	62
ARTICLE VIII THE AGENT	62
Section 8.1 Appointment and Authorization	63
Section 8.2 Note Holders	63
Section 8.3 Consultation With Counsel	63
Section 8.4 Loan Documents	63
Section 8.5 USBNA and Affiliates	63
Section 8.6 Action by Agent	63
Section 8.7 Credit Analysis	63
Section 8.8 Notices of Event of Default, Etc.	64
Section 8.9 Indemnification	64
Section 8.10 Payments and Collections	64
Section 8.11 Sharing of Payments	65
Section 8.12 Advice to Banks	65
Section 8.13 Defaulting Bank	65
Section 8.14 Resignation	66
ARTICLE IX MISCELLANEOUS	66
Section 9.1 Modifications	66
Section 9.2 Expenses	68
Section 9.3 Waivers, etc.	68
Section 9.4 Notices	68
Section 9.5 Successors and Assigns; Participations; Purchasing Banks	68
Section 9.6 Confidentiality of Information	70

- iii -

Section 9.7 Governing Law and Construction	71
Section 9.8 Consent to Jurisdiction	71
Section 9.9 Waiver of Jury Trial	72
Section 9.10 Survival of Agreement	72
Section 9.11 Indemnification	72
Section 9.12 Captions	73
Section 9.13 Entire Agreement	73
Section 9.14 Counterparts	73
Section 9.15 Borrower Acknowledgements	73
Section 9.16 Appointment of and Acceptance by Borrowers’ Agent	73
Section 9.17 Automatic Debit of Fees	74
Section 9.18 Relationship Among Borrowers	74
Section 9.19 Interest Rate Limitation	77
Section 9.20 Effect of Existing Credit Agreement and Existing Security Documents	77

- iv -

Schedules
Schedule 1.1	Subordinated Debt
Schedule 4.6	Litigation
Schedule 4.7	Environmental Matters
Schedule 4.16	Retirement Benefits
Schedule 4.18	Subsidiaries
Schedule 6.8	Affiliate Transactions
Schedule 6.12	Existing Investments
Schedule 6.13	Existing Indebtedness
Schedule 6.14	Existing Liens
Schedule 6.15	Contingent Obligations

Exhibits
Exhibit A	Form of Revolving Note
Exhibit B	Form of Term Note
Exhibit C	Form of Assignment Agreement
Exhibit D	Form of Compliance Certificate
Exhibit E	Form of Collateral Assignment (Trademarks)
Exhibit F	Form of Pledge Agreement
Exhibit G	Form of Security Agreement

- i -

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 8, 2007, is by and among 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, a “Borrower” and, collectively, the “Borrowers”), the banks from time to time party hereto (individually, a “Bank” and, collectively, 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, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, one of the Banks, LC Bank and Lead Arranger, as agent for the Banks (in such capacity, the “Agent”).

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

     Section 1.1 Defined Terms. As used in this Agreement the following terms shall have the following respective meanings (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

     “Acquisition”: Any transaction or series of transactions by which a Borrower acquires, either directly or through an Affiliate or otherwise, (a) any or all of the stock or other securities of any class of any Person or (b) a substantial portion of the assets, or a division, line of business or publication of any Person.

     “Acquisition Services Agreements”: Agreements for payment for consulting services and non-competition agreements or other similar agreements entered into by any of the Borrowers in connection with any Permitted Acquisition.

     “Adjusted EBITDA”: For any Person for any period of calculation, the consolidated net income, excluding interest income, of such Person before provision for income taxes and interest expense (including imputed interest expense on Capitalized

Leases), but including any minority interest in the net income of Subsidiaries, all as determined in accordance with GAAP, excluding therefrom (to the extent included): (a) depreciation, amortization and goodwill impairment expense; (b) non-operating gains (including extraordinary or nonrecurring gains, gains from discontinuance of operations and gains arising from the sale of assets other than inventory) during the applicable period; (c) similar non-operating losses during such period; (d) cash distributions paid with respect to minority interests in Subsidiaries; (e) share-based compensation and other non-cash compensation expense; and (f) other non-cash charges acceptable to the Majority Banks.

     “Adjusted LIBO Rate”: With respect to each Interest Period applicable to a LIBOR Rate Advance, the rate (rounded upward, if necessary, to the next one hundredth of one percent) determined by dividing the LIBO Rate for such Interest Period by 1.00 minus the LIBOR Reserve Percentage.

     “Advance”: Any portion of the outstanding Revolving Loans or Term Loan by a Bank as to which one of the available interest rate options and, if pertinent, an Interest Period, is applicable. An Advance may be a LIBOR Advance or a Prime Rate Advance.

     “Affected Bank”: As defined in Section 2.29.

     “Affiliate”: When used with reference to any Person, (a) each Person that, directly or indirectly, controls, is controlled by or is under common control with, the Person referred to, (b) each Person which beneficially owns or holds, directly or indirectly, ten percent (10%) or more of any class of voting Equity Interests of the Person referred to, (c) each Person, ten percent (10%) or more of the voting Equity Interests (or if such Person is not a corporation, five percent or more of the equity interest) of which is beneficially owned or held, directly or indirectly, by the Person referred to, and (d) each of such Person’s officers, directors, and general partners. The term control (including the terms “controlled by” and “under common control with”) means the possession, directly, of the power to direct or cause the direction of the management and policies of the Person in question.

     “Affirmation of Security Documents”: The Affirmation of Security Documents dated as of the Closing Date by the Borrowers in favor of the Agent.

     “Agent”: As defined in the opening paragraph hereof.

     “Aggregate Converted Amounts”: As of any date, the aggregate original principal amount of all Incremental Term Loans.

     “Aggregate Incremental Term Loan Commitment Amount”: As of any date, the Aggregate Revolving Commitment Amounts less the Total Revolving Outstandings.

     “Aggregate Revolving Commitment Amounts”: As of any date, the sum of the Revolving Commitment Amounts of all the Banks, which, in any event, shall not exceed $150,000,000 less the Aggregate Converted Amounts.

- 2 -

     “APC”: American Processing Company, LLC, a Michigan limited liability company.

     “APC Acquisition”: The acquisition by Dolan Media, either directly or indirectly through one or more Subsidiaries, in March, 2006, of approximately 81% of the Equity Interests of APC.

     “APC LLC Agreement”: The Amended and Restated Operating Agreement of American Processing Company, LLC dated as of March 14, 2006, as amended, by and among APC, Dolan APC LLC and Trott & Trott, Professional Corporation

     “APC Ownership Percentage”: As of any date of determination, the percentage ownership interest that Dolan APC LLC maintains in APC.

     “APC Side Letter”: The letter agreement dated as of March 14, 2006, as amended and restated as of January 9, 2007, by and between the Agent and the members of APC.

     “Applicable Lending Office”: For each Bank and for each type of Advance, the office of such Bank identified as such Bank’s Applicable Lending Office on the signature pages hereof or such other domestic or foreign office of such Bank (or of an Affiliate of such Bank) as such Bank may specify from time to time, by notice given pursuant to Section 9.4, to the Agent and the Borrowers as the office by which its Advances of such type are to be made and maintained.

     “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	1.50%	0.00%
Equal to or greater than 2.00:1.00 but less than 2.75:1.00	1.75%	0.00%
Equal to or greater than 2.75:1.00 but less than 3.50:1.00	2.00%	0.00%
Equal to or greater than 3.50:1.00	2.50%	0.50%

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For any period beginning one day after the compliance certificate required by Section 5.1(e) 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 3.50 to 1.00; provided, however, that until November 15, 2007 the Applicable Margin shall be based on the Senior Leverage Ratio calculated as of the Closing Date and reflected in the compliance certificate delivered pursuant to Section 3.1(a)(viii).

     “Availability”: On any date of determination, the sum of (a) the Aggregate Revolving Commitment Amounts less (b) Total Revolving Outstandings.

     “Bank”: As defined in the opening paragraph hereof.

     “Board”: The Board of Governors of the Federal Reserve System or any successor thereto.

     “Borrowers”: As defined in the opening paragraph hereof.

     “Borrowers’ Agent”: Dolan Media.

     “Borrower Loan Documents”: The Loan Documents executed, or to be executed, by any Borrower, or pursuant to which such Borrower is bound.

     “BSA”: As defined in Section 5.8.

     “Business Day”: Any day (other than a Saturday, Sunday or legal holiday in the State of Minnesota) on which banks are permitted to be open in Minneapolis, Minnesota.

     “Capital Expenditures”: For any period, the sum of all amounts that would, in accordance with GAAP, be included as additions to property, plant and equipment on a consolidated statement of cash flows for the Borrowers during such period, in respect of (a) the acquisition, construction, improvement, replacement or betterment of land, buildings, machinery, equipment or of any other fixed assets or leaseholds, (b) to the extent related to and not included in (a) above, materials, contracts and labor (excluding expenditures properly chargeable to repairs or maintenance in accordance with GAAP), and (c) other expenditures recorded as capital expenditures in accordance with GAAP, plus expenditures for software that are capitalized on the Borrowers’ balance sheet.

     “Capital Expenditure Financing”: Indebtedness incurred to finance Capital Expenditures and secured solely by Liens on the property acquired, provided that the amount of any such Indebtedness shall not exceed the purchase price of the property acquired therewith.

     “Capitalized Lease”: A lease of (or other agreement conveying the right to use) real or personal property with respect to which at least a portion of the rent or other amounts thereon constitute Capitalized Lease Obligations.

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     “Capitalized Lease Obligations”: As to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board), and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP (including such Statement No. 13).

     “Change of Control”: The occurrence, after the Closing Date, of any of the following circumstances: (a) any Person or two or more Persons (other than Dolan Media, a Borrower that is a wholly-owned Subsidiary or a Person that owned a direct Equity Interest of Dolan Media or such Person’s Affiliate as of the Closing Date) acting in concert acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Equity Interests of any Borrower representing 30% or more of the combined voting power of all Equity Interests of such Borrower entitled to vote in the election of directors; or (b) during any period of up to twelve (12) consecutive months, whether commencing before or after the Closing Date, individuals who at the beginning of such twelve-month period were directors of any Borrower (the “Initial Directors”) ceasing for any reason to constitute a majority of the Board of Directors of any Borrower (other than (i) by reason of death, disability or scheduled retirement and excluding (A) the replacement of individuals by a Person who owns an Equity Interest in a Borrower as of the Closing Date with another individual designated by such Person and (B) any replacement director that was chosen by, nominated for election by, or elected with the approval of, a majority of the Initial Directors or (ii) in connection with the Permitted IPO in the manner described in the Dolan Media Registration Statement, it being agreed to and understood that all replacement directors described in this parenthetical shall be deemed to constitute Initial Directors).

     “Charges”: As defined in Section 9.19.

     “Closing Date”: August 8, 2007.

     “Code”: The Internal Revenue Code of 1986, as amended.

     “Collateral Assignment (Trademarks)”: The (i) Existing Collateral Assignments (Trademarks) and (ii) each other Collateral Assignment (Trademarks) executed by a Borrower in substantially the form of Exhibit E hereto.

     “Collateral Assignments of Undertakings”: Each Collateral Assignment of Undertakings executed by a Borrower in favor of the Agent in connection with a Permitted Acquisition.

     “Commitments”: The Revolving Commitments, the Term Loan Commitments and the Incremental Term Loan Commitments.

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     “Consent Agreement”: The Consent Agreement dated as of August 31, 2006, by and among the Borrowers, Borrowers’ Agent, the Banks and Agent, relating to the F&H Acquisition, the Sunwell Acquisition and the Tremain Acquisition.

     “Contingent Obligation”: With respect to any Person at the time of any determination, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or otherwise: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any direct or indirect security therefore, (b) to purchase property, securities, Equity Interests or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness, (c) to maintain working capital, equity capital or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Indebtedness or otherwise to protect the owner thereof against loss in respect thereof, or (d) entered into for the purpose of assuring in any manner the owner of such Indebtedness of the payment of such Indebtedness or to protect the owner against loss in respect thereof; provided, that the term “Contingent Obligation” shall not include endorsements for collection or deposit, in each case in the ordinary course of business.

     “Conversion Date”: The earlier of the date specified in a notice given by the Borrowers’ Agent to the Agent pursuant to Section 2.13(c)(ii) and the date that is thirty (30) Business Days from any date on which the aggregate unpaid principal balance of the Revolving Loans exceeds $25,000,000.

     “Converted Amount”: With respect to any Conversion Date, the amount specified in a notice delivered by the Borrowers’ Agent to the Agent pursuant to Section 2.13(c)(ii) or, if such notice is not given within the prescribed 30-Business Day period, an amount equal to the greater of the aggregate unpaid principal balance of the Revolving Loans as of such Conversion Date and $25,000,000 plus integral multiples of $1,000,000 in excess thereof, not to exceed the aggregate unpaid principal balance of the Revolving Loans as of such Conversion Date.

     “Current Liabilities”: As of any date, the consolidated current liabilities of the Borrowers, determined in accordance with GAAP.

     “Default”: Any event which, with the giving of notice (whether such notice is required under Section 7.1, or under some other provision of this Agreement, or otherwise) or lapse of time, or both, would constitute an Event of Default.

     “Defaulting Bank”: At any time, any Bank that, at such time (a) has failed to make a Revolving Loan or its Term Loan or any Advances thereunder required pursuant to the terms of this Agreement, including the funding of any participation in accordance with the terms of this Agreement, (b) has failed to pay to the Agent or any other Bank an amount owed by such Bank pursuant to the terms of this Agreement, or (c) has been deemed insolvent by the Agent in its commercially reasonable discretion or has become

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subject to a bankruptcy, receivership or insolvency proceeding, or to a receiver, trustee or similar official.

     “Dolan Finance”: Dolan Finance Company, a Minnesota corporation.

     “Dolan Media”: Dolan Media Company, a Delaware corporation.

     “Dolan Media Registration Statement”: The Form S-1 Registration Statement in respect of Dolan Media filed April 26, 2007 with the Securities and Exchange Commission, as amended.

     “Eligible Assignee”: A lender that is not (i) a natural person, (ii) a Borrower or (iii) an Affiliate or Subsidiary of a Borrower and for which any consents required pursuant to Section 9.5(c) have been obtained.

     “Equity Interests”: All shares, interests, participation or other ownership interests, however designated, of or in a corporation, limited liability company or other entity, whether or not voting, including common stock, member interests, warrants, preferred stock, convertible debentures, and all agreements, instruments and documents convertible, in whole or in part, into any one or more or all of the foregoing.

     “ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

     “ERISA Affiliate”: Any trade or business (whether or not incorporated) that is a member of a group of which a Borrower is a member and which is treated as a single employer under Section 414 of the Code.

     “Event of Default”: Any event described in Section 7.1.

     “Excluded Equity Issuance”: The issuance of Equity Interests by any Borrower or any Subsidiary of a Borrower (a) in connection with the Permitted IPO, (b) in connection with a Permitted Acquisition, (c) to an officer, director, consultant or employee of a Borrower or any Subsidiary of a Borrower, and (d) by any Borrower to any other Borrower, to the extent such issuance constitutes an Investment permitted hereunder.

     “Existing Collateral Assignments (Trademarks)”: Collectively, (i) the Collateral Assignment (Trademarks) dated as of September 1, 2004 by Dolan Media in favor of the Agent, as amended, (ii) the Collateral Assignment (Trademarks) dated as of September 1, 2004 by Finance and Commerce, Inc. in favor of the Agent, and (iii) the Collateral Assignment (Trademarks) dated as of September 1, 2004 by Long Island Business News, Inc. (formerly known as Long Island Commercial Review, Inc.), in favor of the Agent.

     “Existing Credit Agreement”: The Amended and Restated Credit Agreement dated as of March 14, 2006, as amended by the First Amendment to Amended and Restated Credit Agreement dated as of August 31, 2006, and the Second Amendment to Amended and Restated Credit Agreement dated as of March 27, 2007, by and among the Borrowers (as original parties thereto or as parties thereto by joinder), U.S. Bank National Association, as Agent, and the banks from time to time party thereto.

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     “Existing Pledge Agreements”: Collectively, (i) the Pledge Agreement dated as of August 31, 2004 by Dolan Media in favor of the Agent, (ii) the Pledge Agreement dated as of August 31, 2004 by Dolan Publishing Company in favor of the Agent, (iii) the Pledge Agreement dated as of August 31, 2004 by New Orleans Publishing Group, Inc. in favor of the Agent, (iv) the Pledge Agreement dated as of August 31, 2004 by Legal Com of Delaware, Inc. in favor of the Agent, (v) the Pledge Agreement dated as of August 31, 2004 by The Daily Record Company in favor of the Agent, (vi) the Pledge Agreement dated as of November 30, 2005 by Dolan DLN LLC in favor of the Agent and (vii) the Pledge Agreement dated as of March 14, 2006 by Dolan APC LLC in favor of the Agent.

     “Existing Security Agreements”: Collectively, (i) the Security Agreement dated as of August 31, 2004 by the Borrowers other than American Processing Company, LLC (as original parties thereto or as parties thereto by joinder) in favor of the Agent, as amended, and (ii) the Security Agreement dated as of March 14, 2006 by American Processing Company, LLC, in favor of the Agent.

     “Existing Security Documents”: The Existing Collateral Assignments (Trademarks), the Existing Pledge Agreements and the Existing Security Agreements.

     “F&H”: Feiwell & Hannoy, Professional Corporation.

     “F&H Acquisition”: The acquisition by APC in January, 2007, of the assets comprising the default mortgage business of F&H, as more particularly defined in Section 1 of Annex A to the Consent Agreement.

     “F&H Guaranty”: The guaranty by Dolan Media in favor of F&H in respect of the F&H Note.

     “F&H Loan”: An unsecured $13,000,000 loan from Dolan Finance to APC, the proceeds of which were used to consummate the F&H Acquisition, and which loan is repaid in fixed monthly installments of $270,833 and bears interest at the Prime Rate plus two percent (2%), which interest is paid monthly.

     “F&H Note”: An unsecured $3,500,000 promissory note by APC in favor of F&H issued in connection with the F&H Acquisition, which note is payable in two annual installments.

     “F&H Note Loans”: The unsecured loans of $3,500,000 in the aggregate from Dolan Finance to APC, the proceeds of which are used to repay the F&H Note, which loans shall be repaid in fixed monthly installments of $73,000 and will bear interest at the Prime Rate plus two percent (2%), which interest is payable monthly.

     “Federal Funds Rate”: For any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions, with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate

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is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

     “Fee Letter”: As defined in Section 2.15.

     “Fixed Charge Coverage Ratio”: For any period of determination, the ratio of

     (a) Adjusted EBITDA, minus income taxes paid in cash, minus Net Capital Expenditures paid in cash, minus Restricted Payments paid in cash (other than Restricted Payments from one Borrower to another Borrower),

to

     (b) Net Interest Expense, plus all scheduled principal payments in respect of the Term Loans, plus all other principal payments required with respect to Total Liabilities bearing interest (whether actual or imputed) excluding principal payments made under Section 2.6(a), 2.6(c) or 2.6(d), plus all payments made pursuant to Acquisition Services Agreements,

in each case determined for the four consecutive fiscal quarters of the Borrowers ending on or most recently ended before such date on a consolidated basis in accordance with GAAP.

     “GAAP”: Generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of any date of determination.

     “Holding Account”: A deposit account belonging to the Agent for the benefit of the Banks into which the Borrowers may be required to make deposits pursuant to the provisions of this Agreement, such account to be under the sole dominion and control of the Agent and not subject to withdrawal by the Borrowers, with any amounts therein to be held for application toward payment of any outstanding Letters of Credit when drawn upon or applied as specified in Section 2.11, as the case may be.

     “Immediately Available Funds”: Funds with good value on the day and in the city in which payment is received.

     “Increase Effective Date”: As defined in Section 2.13(b)(iv).

     “Increase Joinder”: As defined in Section 2.13(b)(iii).

     “Incremental Term Loan”: As defined in Section 2.13(c)(i).

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     “Incremental Term Loan Amortization Schedule”: With respect to each Incremental Term Loan, the quarterly principal payments in the amounts set forth below with respect to such Incremental Term Loan, payable on the last day of each fiscal quarter, commencing with the first quarter end following the Conversion Date; provided, however, that if the first quarter end is less than forty-five (45) days from the Conversion Date, such payments shall commence the second quarter end following the Conversion Date for such Incremental Term Loan:

	Payment as % of
Quarter Following Conversion Date	Converted Amount
1	1.250%
2	1.250%
3	1.250%
4	1.250%
5	1.750%
6	1.750%
7	1.750%
8	1.750%
9	2.250%
10	2.250%
11	2.250%
12	2.250%
13	3.000%
14	3.000%
15	3.000%
16	3.000%
17	4.250%
18	4.250%
19	4.250%
20	4.250%
21	5.500%
22	5.500%
23	5.500%
24	5.500%
25	7.000%
26	7.000%
27	7.000%
28	7.000%
Term Loan Termination Date	Remaining Balance

     “Incremental Term Loan Commitment”: With respect to each Bank, the obligation of such Bank to make Incremental Term Loans to the Borrowers in an

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aggregate principal amount outstanding at any time not to exceed such Bank’s Revolving Commitment Amount upon and subject to the terms of the Agreement.

     “Indebtedness”: With respect to any Person at the time of any determination, without duplication, all obligations, contingent or otherwise, of such Person which in accordance with GAAP should be classified upon the balance sheet of such Person as liabilities, but in any event including: (a) all obligations of such Person for borrowed money (including non-recourse obligations), (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid or accrued, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services, (f) all obligations of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Capitalized Lease Obligations of such Person, (h) all obligations of such Person in respect of interest rate swap agreements, cap or collar agreements, interest rate futures or option contracts, currency swap agreements, currency futures or option agreements and other similar contracts, (i) all obligations of such Person, actual or contingent, as an account party in respect of letters of credit or bankers’ acceptances, (j) all obligations of any partnership or joint venture as to which such Person is personally liable, (k) all obligations of such Person under any Acquisition Services Agreement, and (l) all Contingent Obligations of such Person for which such Person would reserve in accordance with GAAP; provided, however, that (x) for purposes of determining the Senior Leverage Ratio, obligations set forth in (h) and (j) shall not be included in the calculation of Indebtedness and (y) for purposes of this Agreement, the Preferred Stock shall not be considered Indebtedness.

     “Indemnitee”: As defined in Section 9.11.

     “Interest Period”: With respect to each LIBOR Advance, the period commencing on the date of such Advance or on the last day of the immediately preceding Interest Period, if any, applicable to an outstanding Advance and ending one, two, three, six or twelve months thereafter, as the Borrowers may elect in the applicable notice of borrowing, continuation or conversion; provided that:

     (1) Any Interest Period that would otherwise end on a day which is not a LIBOR Business Day shall be extended to the next succeeding LIBOR Business Day unless such LIBOR Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day;

     (2) Any Interest Period that begins on the last LIBOR Business Day of a calendar month (or a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last LIBOR Business Day of a calendar month; and

     (3) Any Interest Period applicable to an Advance on a Revolving Loan that would otherwise end after the Revolving Loan Termination Date shall end on

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the Revolving Loan Termination Date, and any Interest Period applicable to an Advance on a Term Loan that would otherwise end after the scheduled maturity of such Term Loan shall end on such maturity.

Interest Periods shall be selected so that the installment payments on the Term Notes can be paid without having to pay a LIBOR Advance prior to the last day of the Interest Period applicable thereto.

For purposes of determining an Interest Period, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end.

     “Investment”: The acquisition, purchase, making or holding of any Equity Interests or other security, any loan, advance, contribution to capital, extension of credit (except for trade and customer accounts receivable for inventory sold or services rendered in the ordinary course of business and payable in accordance with customary trade terms), any acquisitions of real or personal property (other than real and personal property acquired in the ordinary course of business) and any purchase or commitment or option to purchase Equity Interests, securities or other debt of or any interest in another Person or any integral part of any business or the assets comprising such business or part thereof and the formation of, or entry into, any partnership as a limited or general partner or the entry into any joint venture. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

     “LC Bank”: USBNA, in its capacity as the issuer of Letters of Credit, or, from time to time, such successor Bank approved by the Agent that issues the Letters of Credit, in its capacity as such issuer.

     “Letter of Credit”: An irrevocable letter of credit issued by the LC Bank pursuant to this Agreement for the account of a Borrower.

     “Letter of Credit Fee”: As defined in Section 2.17.

     “LIBO Rate”: With respect to each Interest Period applicable to a LIBOR Advance, the average offered rate for deposits in United States dollars (rounded upward, if necessary, to the nearest 1/16 of 1%) for delivery of such deposits on the first day of such Interest Period, for the number of days in such Interest Period, which appears on Reuters Screen LIBOR01 Page or any successor thereto as of 11:00 A.M., London time (or such other time as of which such rate appears) two LIBOR Business Days prior to the first day of such Interest Period, or the rate for such deposits determined by the Agent at such time based on such other published service of general application as shall be selected by the Agent for such purpose; provided, that if the Reuters Screen LIBOR01

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Page is not published at the time and no such published service is then available, in lieu of determining the rate in the foregoing manner, the Agent may determine the rate based on rates at which United States dollar deposits are offered to the Agent in the interbank LIBOR market at such time for delivery in Immediately Available Funds on the first day of such Interest Period in an amount approximately equal to the Advance by the Agent to which such Interest Period is to apply (rounded upward, if necessary, to the nearest 1/16 of 1%).

     “LIBOR Advance”: An Advance with respect to which the interest rate is determined by reference to the Adjusted LIBO Rate.

     “LIBOR Business Day”: A Business Day which is also a day for trading by and between banks in United States dollar deposits in the interbank market and a day on which banks are open for business in New York City.

     “LIBOR Reserve Percentage”: As of any day, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board for determining the maximum reserve requirement (including any basic, supplemental or emergency reserves) for a member bank of the Federal Reserve System, with deposits comparable in amount to those held by the Agent, in respect of “Eurocurrency Liabilities” as such term is defined in Regulation D of the Board. The rate of interest applicable to any outstanding LIBOR Advances shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage.

     “Lien”: With respect to any Person, any security interest, mortgage, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device (including the interest of each lessor under any Capitalized Lease), in, of or on any assets or properties of such Person, now owned or hereafter acquired, whether arising by agreement or operation of law.

     “Loan”: A Revolving Loan, a Term Loan or an Incremental Term Loan.

     “Loan Documents”: This Agreement, the Notes, the Security Documents, the Fee Letter, the Consent Agreement, and any other loan, security agreement, letter agreement or similar document entered into by the Agent or any Bank and any Borrower, or made by any Borrower in favor of the Agent or any Bank, in connection with the transactions contemplated by the Loan Documents, in each case as amended, modified or supplemented from time to time.

     “Majority Banks”: At any time, Banks other than Defaulting Banks whose Total Percentages aggregate at least 51% (with Total Percentages being computed without reference to the Revolving Commitment Amounts or Loans of Defaulting Banks); provided, however, that at any time when there are only two Banks, Majority Banks shall mean both Banks.

     “Material Adverse Occurrence”: Any occurrence of whatsoever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding) which could reasonably be expected to materially and adversely affect (a) the

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financial condition or operations of the Borrowers taken as a whole, (b) impair the ability of the Borrowers (taken as a whole) to perform their obligations under any Loan Document, or any writing executed pursuant thereto, (c) the validity or enforceability of the material obligations of any Borrower under any Loan Document, (d) the rights and remedies of the Banks and the Agent against any Borrower, (e) the timely payment of the principal of and interest on the Loans or other amounts payable by the Borrowers hereunder, or (f) the validity of the joint and several nature of the obligations of the Borrowers with respect to all of the Obligations.

     “Material Borrower”: (a) Dolan Media, (b) APC, (c) Counsel Press, LLC, a Delaware limited liability company, and (d) any other Borrower that generates or owns ten percent (10%) or more of the total revenues and/or assets of the Business Information Division and/or Professional Services Division, of Dolan Media, as determined by reference to the most recent report on Form 10-Q or Form 10-K, as the case may be, with respect to the Borrowers filed with the Securities and Exchange Commission, for the year to date or twelve month period, as applicable, covered thereby.

     “Maximum Rate”: As defined in Section 9.19.

     “MBJ Acquisition”: The acquisition by New Orleans Publishing Group, Inc., in March, 2007, of the assets of Venture Publications, Inc. (including the Mississippi Business Journal).

     “Multiemployer Plan”: A multiemployer plan, as such term is defined in Section 4001 (a) (3) of ERISA, which is maintained (on the Closing Date, within the five years preceding the Closing Date, or at any time after the Closing Date) for employees of a Borrower or any ERISA Affiliate.

     “Net Capital Expenditures”: Actual Capital Expenditures less Capital Expenditure Financing.

     “Net Interest Expense”: For any period of determination, the aggregate consolidated amount, without duplication, of (i) interest paid, accrued or scheduled to be paid in respect of any Indebtedness of the Borrowers, including (a) all but the principal component of payments in respect of conditional sale contracts, Capitalized Leases and other title retention agreements, (b) commissions, discounts and other fees and charges with respect to letters of credit and bankers’ acceptance financings and (c) net costs under interest rate protection agreements, in each case determined in accordance with GAAP, but excluding, in any event, (X) interest on Indebtedness of the Borrowers (other than Indebtedness under this Agreement) that is accrued and not paid in cash, (Y) amortized deferred financing costs that are not paid in cash and (Z) other non-cash payments of interest less (ii) interest income of the Borrowers (but in no event less than zero).

     “Non-U.S. Bank”: As defined in Section 2.28(f).

     “Note”: A Term Note or a Revolving Note.

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     “Obligations”: The Borrowers’ obligations in respect of the due and punctual payment of principal and interest on the Notes and Unpaid Drawings when and as due, whether by acceleration or otherwise and all fees (including Revolving Commitment Fees), expenses, indemnities, reimbursements and other obligations of the Borrowers under this Agreement or any other Borrower Loan Document, and the Rate Protection Obligations, in all cases whether now existing or hereafter arising or incurred.

     “OFAC”: As defined in Section 5.8.

     “Other Taxes”: As defined in Section 2.28(b).

     “Participants”: As defined in Section 9.5(b).

     “PBGC”: The Pension Benefit Guaranty Corporation, established pursuant to Subtitle A of Title IV of ERISA, and any successor thereto or to the functions thereof.

     “Permitted Acquisitions”: (i) Any Acquisition by the Borrowers where (a) the business or division acquired is substantially similar or materially related to, or the Person acquired is engaged in a business or businesses substantially similar or materially related to, any of the businesses engaged in by the Borrowers on the Closing Date, (b) immediately before and after giving effect to such Acquisition, no Default or Event of Default shall exist, (c) the Borrowers have Availability of not less than $10,000,000 after making such Acquisition, (d) the total consideration to be paid by the Borrowers in connection with such Acquisition does not exceed $25,000,000 for any one such Acquisition, or $50,000,000 in the aggregate in any fiscal year of the Borrowers, (e) immediately after giving effect to such Acquisition, the Borrowers are in pro forma compliance with all the financial ratios and restrictions set forth in Sections 6.17 and 6.18, (f) the Senior Leverage Ratio, both on a pro forma basis reflecting consummation of the Acquisition under consideration and as of the last day of the fiscal quarter ending immediately prior to the consummation of such Acquisition, is less than the maximum allowed Senior Leverage Ratio less 0.25, (g) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition, (h) reasonably prior to such Acquisition, the Agent shall have received drafts of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Agent may reasonably require to evidence the termination of Liens on the assets or business to be acquired upon consummation thereof, (i) not less than ten Business Days prior to such Acquisition, the Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), the material terms and conditions, including material economic terms, of the proposed Acquisition, and the calculation of Pro Forma EBITDA relating thereto, (j) consents shall have been obtained in favor of the Agent and the Banks to the collateral assignment of rights and indemnities under the related acquisition documents and (if delivered to the Borrowers) opinions of counsel for the selling party in favor of the Agent and the Banks shall have been delivered, and (k) the

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provisions of Section 6.5 have been satisfied; (ii) any Acquisition by the Borrowers that does not satisfy all of the conditions described in subclauses (a) through (k) of clause (i) of the definition of Permitted Acquisitions but does satisfy the conditions described in subclauses (b), (c), (e), (g), (h) and (k) of clause (i) of the definition of Permitted Acquisitions and the total consideration to be paid by the Borrowers in connection with such Acquisition does not exceed $2,500,000 for any one Acquisition or $5,000,000 in the aggregate in any fiscal year; or (iii) any other Acquisition consented to in writing by the Majority Banks. For purposes of the foregoing, “total consideration” shall mean, without duplication, cash or other consideration paid, the fair market value of property or stock exchanged (or the face amount, if preferred stock) other than common stock of the Borrowers’ Agent, the total amount of any deferred payments or purchase money debt, all Seller Indebtedness, and the total amount of any Indebtedness assumed or undertaken in such transactions.

     “Permitted IPO”: The initial public offering of common stock issued by Dolan Media consummated prior to the Closing Date pursuant to the Dolan Media Registration Statement, so long as the net cash proceeds received by the Borrowers from such offering (after the payment of transaction fees and expenses incurred in connection with such issuance, including underwriting fees and expenses and reasonable attorneys’ fees and expenses, but before the redemption of preferred stock in, or repayment of existing indebtedness by, the Borrowers) is not less than $125,000,000.

     “Person”: Any natural person, corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

     “Plan”: Each employee benefit plan (whether in existence on the Closing Date or thereafter instituted), as such term is defined in Section 3 of ERISA, maintained for the benefit of employees, officers or directors of a Borrower or of any ERISA Affiliate.

     “Pledge Agreements”: Collectively, (i) the Existing Pledge Agreements, (ii) a Pledge Agreement of a Borrower in the form of Exhibit F hereto, and (iii) any other agreement pursuant to which a Borrower grants a first priority security interest to the Agent, for the benefit of the Banks, in the Equity Interests of any Subsidiary.

     “Preferred Stock”: The Series A Non-Convertible Preferred Stock, par value $0.001 per share, the Series B Preferred Stock, par value $0.001 per share, and the Series C Participating Convertible Preferred Stock, par value $0.001 per share, in each case of Dolan Media.

     “Prime Rate”: The greater of (a) rate of interest from time to time publicly announced by the Agent as its “prime rate” and (b) the Federal Funds Rate plus 0.50%. The Agent may lend to its customers at rates that are at, above or below the Prime Rate. For purposes of determining any interest rate hereunder or under any other Loan Document which is based on the Prime Rate, such interest rate shall change as and when the Prime Rate shall change.

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     “Prime Rate Advance”: An Advance with respect to which the interest rate is determined by reference to the Prime Rate.

     “Pro Forma EBITDA”: For any period of calculation, Adjusted EBITDA of the Borrowers plus, if the Borrowers have acquired the stock or assets of another Person in a Permitted Acquisition during such period, a fraction (the numerator of which is the number of days in such period occurring before the closing of such Permitted Acquisition and the denominator of which is 365) multiplied by the sum of (i) Adjusted EBITDA of such Person for the four fiscal quarters or twelve months ended most recently before the date the Permitted Acquisition closes, based on financial information that the Borrowers and the Agent or, with respect to a Permitted Acquisition described in clause (iii) of the definition thereof, the Majority Banks, reasonably deem reliable, plus (ii) an amount reasonably estimated by the Borrowers as the annualized expense reduction applicable to such Person in connection with such Permitted Acquisition, based on an equivalent amount of business activity, which estimate shall be subject to reasonable review and approval of the Agent or, with respect to a Permitted Acquisition described in clause (iii) of the definition thereof, the Majority Banks (all without duplication); provided that (a) the sum of clauses (i) and (ii) above with respect to the Sunwell Acquisition shall be deemed to be $525,000, (b) the sum of clauses (i) and (ii) above with respect to the Tremain Acquisition shall be deemed to be equal to $1,000,000 multiplied by the APC Ownership Percentage, (c) the sum of clauses (i) and (ii) above with respect to the F&H Acquisition shall be deemed to be equal to $3,250,000 multiplied by the APC Ownership Percentage, (d) the sum of clauses (i) and (ii) above with respect to the Watchman Acquisition shall be deemed to be $400,000, (e) the sum of clauses (i) and (ii) above with respect to the Reporter Acquisition shall be deemed to be $500,000, (f) the sum of clauses (i) and (ii) above with respect to the THB Acquisition shall be deemed to be $125,000, and (g) the sum of clauses (i) and (ii) above with respect to the MBJ Acquisition shall be deemed to be $282,000.

     “Prohibited Transaction”: The respective meanings assigned to such term in Section 4975 of the Code and Section 406 of ERISA.

     “Rate Protection Agreement”: Any interest rate swap, cap or option agreement, or any other agreement pursuant to which any Borrower hedges interest rate risk with respect to a portion of the Obligations, entered into by any Borrower with a Rate Protection Provider.

     “Rate Protection Obligations”: The liabilities, indebtedness and obligations of any Borrower, if any, to any Rate Protection Provider under a Rate Protection Agreement.

     “Rate Protection Provider”: Any Bank, or any Affiliate of any Bank, that is the counterparty of any Borrower under any Rate Protection Agreement.

     “Regulatory Change”: Any change after the Closing Date in federal, state or foreign laws or regulations or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks including any Bank

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under any federal, state or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof.

     “Replacement Bank”: As defined in Section 2.29.

     “Reportable Event”: A reportable event as defined in Section 4043 of ERISA and the regulations issued under such Section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any waiver in accordance with Section 412(d) of the Code.

     “Reporter Acquisitions”: The acquisition by Counsel Press, LLC in October, 2006, of the assets of the Reporter Company Printers and Publishers, Inc.

     “Restricted Payments”: With respect to any Borrower, collectively, (a) all dividends or other distributions of any nature (cash, Equity Interests other than common stock of such Borrower, assets or otherwise), and all payments on any class of Equity Interests (including warrants, options or rights therefore) issued by such Borrower, whether such Equity Interests are authorized or outstanding on the Closing Date or at any time thereafter, (b) any redemption or purchase of any of the foregoing, whether directly or indirectly, (c) all management fees, consulting fees and other similar amounts payable to any present or former holder of any of the foregoing, and (d) the prepayment of any Indebtedness of the Borrower other than the Obligations.

     “Revolving Commitment”: With respect to a Bank, the obligation of such Bank to make Revolving Loans to, and, with respect to the Agent, the obligation of the Agent to issue Letters of Credit for the Borrowers in an aggregate principal amount outstanding at any time not to exceed such Bank’s Revolving Commitment Amount upon the terms and subject to the conditions and limitations of this Agreement.

     “Revolving Commitment Amount”: With respect to any Bank, the amount set opposite such Bank’s name on Schedule 1.1(A) hereof as its Revolving Commitment Amount, but as the same may be reduced from time to time pursuant to Section 2.13(a) or 2.13(c)(iii).

     “Revolving Commitment Fees”: As defined in Section 2.16.

     “Revolving Loan”: As defined in Section 2.1.

     “Revolving Loan Date”: The date of the making of any Revolving Loans hereunder.

     “Revolving Loan Termination Date”: The earliest of (a) August 8, 2012, (b) the date on which the Revolving Commitment is terminated pursuant to Section 7.2 hereof or

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(c) the date on which the Revolving Commitment Amount is reduced to zero pursuant to Section 2.13 hereof.

     “Revolving Notes”: The promissory notes of the Borrowers in the form of Exhibit A hereto, evidencing the obligation of the Borrowers to repay the Revolving Loans, and “Revolving Note” means any one of such promissory notes issued hereunder without distinction.

     “Revolving Percentage”: With respect to any Bank, the percentage equivalent of a fraction, the numerator of which is the Revolving Commitment Amount of such Bank and the denominator of which is the Aggregate Revolving Commitment Amounts.

     “Security Agreements”: Collectively, (i) the Existing Security Agreements, (ii) a Security Agreement executed by any Borrower in the form of Exhibit G hereto, and (iii) any other agreement pursuant to which a Borrower grants a first priority security interest in the property described therein to the Agent, for the benefit of the Banks, to secure the Obligations.

     “Security Documents”: The Security Agreements, the Pledge Agreements, the Collateral Assignments (Trademarks), the Collateral Assignments of Undertakings, the Affirmation of Security Documents, and any other agreement, document or instrument pursuant to which the Agent is granted a Lien to secure the Obligations, in each case as the same may be amended, supplemented, extended, restated or otherwise modified and in effect from time to time.

     “Seller Indebtedness”: All Indebtedness described in Section 6.13(e).

     “Senior Leverage Ratio”: At any date of determination, the ratio of

     (a) that portion of Total Liabilities bearing interest (either actual or imputed) as of such date, plus all obligations of the Borrowers, actual or contingent, as an account party in respect of letters of credit or bankers’ acceptances, plus all obligations under any Acquisition Services Agreements, minus Subordinated Debt, minus, so long as no amounts are outstanding with respect to any Revolving Commitment (it being understood that undrawn Letters of Credit shall not constitute amounts outstanding for purposes of this definition), the sum of consolidated cash and cash equivalents of the Borrowers on such date, up to a maximum sum of $5,000,000

     to

     (b) Pro Forma EBITDA for the four consecutive fiscal quarters of the Borrowers ended on, or most recently ended before, such date.

     “Series A Preferred Stock”: The Series A Non-Convertible Preferred Stock, par value $0.001 per share, of Dolan Media.

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     “Series B Preferred Stock”: The Series B Preferred Stock, par value $0.001 per share, of Dolan Media.

     “Series C Preferred Stock”: The Series C Participating Convertible Preferred Stock, par value $0.001 per share, of Dolan Media.

     “Subordinated Debt”: Any Indebtedness of any Borrower, now existing or hereafter created, incurred or arising, which is subordinated in right of payment to the payment of the Obligations in a manner and to an extent (a) that the Majority Banks have approved in writing prior to the creation of such Indebtedness, or (b) as to any Indebtedness of any Borrower existing on the date of this Agreement and set forth on Schedule 1.1.

     “Subsidiary”: Any corporation or other entity of which Equity Interests having ordinary voting power for the election of a majority of the board of directors or other Persons performing similar functions are owned by any Borrower either directly or through one or more Subsidiaries.

     “Sunwell Acquisition”: The acquisition by Daily Journal of Commerce, Inc. in October, 2006, of the assets comprising the public notice and legal advertisement solicitation, placement and sales business of Sunday Welcome, as more particularly defined in Section 2 of Annex A to the Consent Agreement.

     “Term Loan”: As defined in Section 2.1 and including, unless specifically provided for otherwise, any Incremental Term Loan.

     “Term Loan Amortization Schedule”: Quarterly principal payments with respect to the Term Loans (exclusive of the Incremental Term Loans) payable on the last day of each fiscal quarter commencing September 30, 2007 in the following amounts:

Payment Date	Scheduled Payment ($)
September 30, 2007		625,000
December 31, 2007		625,000
March 31, 2008		625,000
June 30, 2008		625,000
September 30, 2008		875,000
December 31, 2008		875,000
March 31, 2009		875,000
June 30, 2009		875,000
September 30, 2009		1,125,000
December 31, 2009		1,125,000
March 31, 2010		1,125,000
June 30, 2010		1,125,000
September 30, 2010		1,500,000
December 31, 2010		1,500,000
March 31, 2011		1,500,000

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Payment Date	Scheduled Payment ($)
June 30, 2011		1,500,000
September 30, 2011		2,125,000
December 31, 2011		2,125,000
March 31, 2012		2,125,000
June 30, 2012		2,125,000
September 30, 2012		2,750,000
December 31, 2012		2,750,000
March 31, 2013		2,750,000
June 30, 2013		2,750,000
September 30, 2013		3,500,000
December 31, 2013		3,500,000
March 31, 2014		3,500,000
June 30, 2014		3,500,000
Term Loan Termination Date	Remaining Balance

     “Term Loan Commitment”: With respect to any Bank, the agreement of such Bank to make a Term Loan to the Borrowers in an amount equal to such Bank’s Term Loan Commitment Amount upon the terms and subject to the conditions of this Agreement.

     “Term Loan Commitment Amount”: With respect to any Bank, the amount set opposite such Bank’s name on Schedule 1.1(A) hereof as its Term Loan Commitment Amount.

     “Term Loan Percentage”: With respect to any Bank, the percentage equivalent of a fraction, the numerator of which is the amount of the Term Loan Commitment of such Bank and the denominator of which is the sum of the Term Loan Commitments of all the Banks.

     “Term Loan Termination Date”: August 8, 2014.

     “Term Note”: Promissory notes of the Borrowers in the form of Exhibit B hereto, evidencing the obligation of the Borrowers to repay the Term Loans, and “Term Note” means any one of such promissory notes without distinction.

     “THB Acquisition”: The acquisition by Dolan Media, either directly or through one of its Subsidiaries, in January, 2007, of certain assets of dmg World Media (USA) Inc. comprising a consumer home-related show, Tulsa Home Beautiful.

     “Total Liabilities”: At the time of any determination, the amount, on a consolidated basis, of all items of Indebtedness of the Borrowers that would constitute “liabilities” for balance sheet purposes in accordance with GAAP.

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     “Total Percentage”: With respect to any Bank, the percentage equivalent of a fraction, the numerator of which is the sum of the Revolving Commitment Amount of such Bank (or, if the Revolving Commitments of such Bank have been terminated, the Total Revolving Outstandings of such Bank) and the outstanding Term Loan of such Bank and the denominator of which is the sum of the Revolving Commitment Amounts (or, if the Revolving Credit Commitments have terminated, the Total Revolving Outstandings) and the outstanding Term Loans of all the Banks.

     “Total Revolving Outstandings”: As of any date of determination, the sum of (a) the aggregate unpaid principal balance of Revolving Loans outstanding on such date, (b) the aggregate maximum amount available to be drawn under Letters of Credit outstanding on such date and (c) the aggregate amount of Unpaid Drawings on such date.

     “Tremain Acquisition”: The acquisition by APC in November, 2006, of the assets comprising the default mortgage business of Robert A. Tremain and Associates, P.C., as more particularly defined in Section 3 of Annex A to the Consent Agreement.

     “Tremain Loan”: An unsecured $3,300,000 loan from Dolan Finance to APC, the proceeds of which were used to fund the Tremain Acquisition, and which loan is repaid in fixed monthly installments of up to $79,166.67 and bears interest at the Prime Rate plus two percent (2%), which interest is paid monthly.

     “Trigger Date”: As defined in Section 2.13(c)(ii).

     “Unpaid Drawing”: As defined in Section 2.11.

     “Unused Revolving Commitment”: With respect to any Bank as of any date of determination, the amount by which such Bank’s Revolving Commitment Amount exceeds such Bank’s Revolving Percentage of the Total Revolving Outstandings on such date.

     “U.S. Taxes”: As defined in Section 2.28(e).

     “USBNA”: U.S. Bank National Association in its capacity as one of the Banks hereunder.

     “Watchman Acquisition”: The acquisition by Dolan Media, either directly or indirectly through one or more Subsidiaries, in October, 2006, of all or substantially all of the assets of Happy Sac International Co. (the Watchman Group in St. Louis, Missouri).

     Section 1.2 Accounting Terms and Calculations. Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. To the extent any change in GAAP affects any computation or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Borrowers and the Majority Banks agree in writing on an adjustment to such computation or determination to account for such change in GAAP. For the avoidance of doubt, for the purposes of determining whether a Borrower is solvent or insolvent, rights of

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contribution or reimbursement against other Borrowers for obligations owed on a joint and several basis may be taken into consideration.

     Section 1.3 Computation of Time Periods. In this Agreement, in the computation of a period of time from a specified date to a later specified date, unless otherwise stated the word “from” means “from and including” and the word “to” or “until” each means “to and including”.

     Section 1.4 Other Definitional Terms. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Sections, Exhibits, schedules and like references are to this Agreement unless otherwise expressly provided. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Unless the context in which used herein otherwise clearly requires, “or” has the inclusive meaning represented by the phrase “and/or.”

ARTICLE II
TERMS OF THE CREDIT FACILITIES

Part A — Terms of Lending

     Section 2.1 Lending Commitments. On the terms and subject to the conditions hereof, each Bank severally agrees to make the following lending facilities available to the Borrowers:

     (a) Revolving Credit. A revolving credit facility available as loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers, jointly and severally, on a revolving basis at any time and from time to time from the Closing Date to the Revolving Loan Termination Date, during which period the Borrowers may borrow, repay and reborrow in accordance with the provisions hereof; provided, however that (i) no Revolving Loan will be made in any amount which, after giving effect thereto, would cause the Total Revolving Outstandings to exceed the Aggregate Revolving Commitment Amounts and (ii) the initial Revolving Loan made on the Closing Date shall not exceed $25,000,000. Revolving Loans hereunder shall be made by the several Banks ratably in the proportion of their respective Revolving Commitments Amounts. Revolving Loans may be obtained and maintained, at the election of the Borrowers’ Agent but subject to the limitations hereof, as Prime Rate Advances or LIBOR Advances.

     (b) Term Loans. A term loan from each Bank (each, a “Term Loan” and, collectively, the “Term Loans”) to the Borrowers, jointly and severally, on the Closing Date in the amount of such Bank’s Term Loan Commitment Amount. Further, on each Conversion Date, each Bank shall, upon the terms and conditions of Section 2.13 hereof, make an Incremental Term Loan in the amount of such Bank’s Term Loan Percentage of the Converted Amount. The Term Loans and any portion of the balance thereof (in minimum amounts of $500,000) may be made, maintained, continued and converted to Prime Rate Advances or LIBOR Advances as the Borrowers’ Agent may elect in its notice of borrowing, continuation or conversion; provided, however, that there shall be no more than twelve (12) LIBOR Advances outstanding at any one time for the Term Loans.

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     Section 2.2 Procedure for Loans.

     (a) Procedure for Revolving Loans. Any request by the Borrowers’ Agent for Revolving Loans hereunder shall be in writing or by telephone and must be given so as to be received by the Agent not later than 11:00 A.M. (Minneapolis time) two LIBOR Business Days prior to the requested Revolving Loan Date if the Revolving Loans (or any portion thereof) are requested as LIBOR Advances and not later than 11:00 A.M. (Minneapolis time) on the requested Revolving Loan Date if the Revolving Loans are requested as Prime Rate Advances. Each request for Revolving Loans hereunder shall be irrevocable and shall be deemed a representation by each Borrower that on the requested Revolving Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III have been and will be satisfied. Each request for Revolving Loans hereunder shall specify (i) the requested Revolving Loan Date, (ii) the aggregate amount of the Revolving Loans to be made on such date which shall be in a minimum amount of $500,000, (iii) whether such Revolving Loans are to be funded as Prime Rate Advances or LIBOR Advances (and, if such Revolving Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable) and (iv) in the case of LIBOR Advances, the duration of the initial Interest Period applicable thereto; provided, however, that no Revolving Loans shall be funded as LIBOR Advances if a Default or Event of Default has occurred and is continuing. The Agent may rely on any telephone request by the Borrowers’ Agent for Revolving Loans hereunder which it believes in good faith to be genuine; and each Borrower hereby waives the right to dispute the Agent’s record of the terms of such telephone request. The Agent shall promptly, on the date such request is received, notify each other Bank of the receipt of such request, the matters specified therein, and of such Bank’s ratable share of the requested Revolving Loans. On the requested Revolving Loan Date, each Bank shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds not later than 1:00 P.M. Minneapolis time. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrowers at the Agent’s principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 2:00 P.M. (Minneapolis time) on the requested Revolving Loan Date the amount of the requested Revolving Loans. If the Agent has made a Revolving Loan to the Borrowers on behalf of a Bank but has not received the amount of such Revolving Loan from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such Revolving Loan to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such Revolving Loan (provided, however, that the Agent shall not make any Revolving Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not make such Revolving Loan). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to such Revolving Loan, on demand, from the Borrowers, without prejudice to the Agent’s and the Borrowers’ rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrowers, such Bank shall be entitled to the interest

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payable by the Borrowers with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.

     (b) Procedure for Term Loans. Not later than 11:00 A.M. (Minneapolis time) two LIBOR Business Days prior to the requested Closing Date if the Term Loans are requested as LIBOR Advances and not later than 11:00 A.M. (Minneapolis time) one Business Day prior to the Closing Date if the Term Loans are requested as Prime Rate Advances, the Borrowers’ Agent shall deliver to the Agent a written notice of borrowing. Such notice of borrowing shall be irrevocable and shall be deemed a representation by the Borrowers that on the Closing Date and after giving effect to the Term Loans, the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing shall specify (i) the requested Closing Date, (ii) whether such Term Loans are to be funded as LIBOR Advances or Prime Rate Advances (and if such Term Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable), and (iii) in the case of LIBOR Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, on the date such request is received, notify each Bank of the receipt of such notice and the matters specified therein. On the requested Closing Date, each Bank shall provide to the Agent the amount of such Bank’s Term Loan in Immediately Available Funds not later than 11:00 A.M., Minneapolis time. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Term Loans available to the Borrowers at the Agent’s main office on the requested date. The foregoing shall not apply to the funding of any Incremental Term Loans, the funding of which shall be governed by Section 2.13(b).

     Section 2.3 Notes. The Revolving Loans of each Bank shall be evidenced by a single Revolving Note payable to the order of such Bank in a principal amount equal to such Bank’s Revolving Commitment Amount originally in effect. The Term Loan of each Bank shall be evidenced by a Term Note payable to the order of such Bank in the principal amount of such Bank’s Term Loan Commitment Amount. Upon receipt of each Bank’s duly executed Notes from the Borrowers, the Agent shall mail such Notes to such Bank. Each Bank shall enter in its ledgers and records the amount of its Term Loan and each Revolving Loan, the various Advances made, converted or continued and the payments made thereon, and each Bank is authorized by each Borrower to enter on a schedule attached to its Term Note or Revolving Note, as appropriate, a record of such Term Loan, Revolving Loans, Advances and payments; provided, however, that the failure by any Bank to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the Borrowers hereunder and on the Notes, and, in all events, the principal amounts owing by the Borrowers in respect of the Revolving Notes shall be the aggregate amount of all Revolving Loans made by the Banks less all payments of principal thereof made by the Borrowers and the principal amount owing by the Borrowers in respect of the Term Notes shall be the aggregate amount of all Term Loans made by the Banks less all payments of principal thereof made by the Borrowers.

     Section 2.4 Conversions and Continuations. On the terms and subject to the limitations hereof, the Borrowers shall have the option at any time and from time to time to convert all or any portion of the Advances into Prime Rate Advances or LIBOR Advances, or to continue a LIBOR Advance as such; provided, however, that a LIBOR Advance may be

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converted or continued only on the last day of the Interest Period applicable thereto and no Advance may be converted to or continued as a LIBOR Advance if a Default or Event of Default has occurred and is continuing on the proposed date of continuation or conversion. Advances may be converted to, or continued as, LIBOR Advances only in minimum amounts, as to the aggregate amount of the Advances of all Banks so converted or continued, of $500,000. The Borrowers’ Agent shall give the Agent written notice of any continuation or conversion of any Advances and such notice must be given so as to be received by the Agent not later than 11:00 A.M. (Minneapolis time) two LIBOR Business Days prior to requested date of conversion or continuation in the case of the continuation of, or conversion to, LIBOR Advances and on the date of the requested conversion to Prime Rate Advances. The Agent shall promptly, on the date of receipt thereof, give the Banks notice of any such request. Each such notice shall specify (a) the amount to be continued or converted, (b) the date for the continuation or conversion (which must be (i) the last day of the preceding Interest Period for any continuation or conversion of LIBOR Advances, and (ii) a LIBOR Business Day in the case of continuations as or conversions to LIBOR Advances and a Business Day in the case of conversions to Prime Rate Advances), and (c) in the case of conversions to or continuations as LIBOR Advances, the Interest Period applicable thereto. Any notice given by the Borrowers’ Agent under this Section shall be irrevocable. If the Borrowers’ Agent shall fail to notify the Agent of the continuation of any LIBOR Advances within the time required by this Section, at the option of the Agent, such Advances shall, on the last day of the Interest Period applicable thereto, (A) automatically be continued as LIBOR Advances with the same principal amount and the same Interest Period or (B) automatically be converted into Prime Rate Advances with the same principal amount. All conversions and continuation of Advances must be made uniformly and ratably among the Banks (e.g., when continuing a two-month LIBOR Advance of one Bank to a three-month LIBOR Advance, the Borrowers must simultaneously continue all two-month LIBOR Advances of all Banks having Interest Periods ending on the date of continuation as three-month LIBOR Advances).

     Section 2.5 Interest Rates, Interest Payments and Default Interest.

     (a) The Revolving Loans. Interest shall accrue and be payable on the Revolving Loans as follows:

     (i) Subject to paragraph (iii) below, each LIBOR Advance shall bear interest on the unpaid principal amount thereof during the Interest Period applicable thereto at a rate per annum equal to the sum of (A) the Adjusted LIBO Rate for such Interest Period plus (B) the Applicable Margin.

     (ii) Subject to paragraph (iii) below, each Prime Rate Advance shall bear interest on the unpaid principal amount thereof at a varying rate per annum equal to the sum of (A) the Prime Rate plus (B) the Applicable Margin.

     (iii) Upon the occurrence and during the continuance of any Event of Default, each Advance shall, at the option of the Agent, bear interest until paid in full at a rate per annum equal to the sum of the rate applicable to such Advance plus 2.00%.

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     (iv) Interest shall be payable (A) with respect to each LIBOR Advance, on the last day of the Interest Period applicable thereto and, if such Interest Period is longer than three months, on each day that would have been the last day of the Interest Period for such Advance had successive Interest Periods of three months duration been applicable to such Advance; (B) with respect to any Prime Rate Advance, on the last day of each month; (C) with respect to all Advances, upon any permitted prepayment (on the amount prepaid); and (D) with respect to all Advances that are Revolving Loans, on the Revolving Loan Termination Date; provided, however, that interest under Section 2.5(a)(iii) shall be payable on demand.

     (b) The Term Loans. Interest shall accrue and be payable on the Term Loans (including the Incremental Term Loans) as follows:

     (i) Subject to paragraph (iii) below, each LIBOR Advance shall bear interest on the unpaid principal amount thereof during the Interest Period applicable thereto at a rate per annum equal to the sum of (A) the Adjusted LIBO Rate for such Interest Period plus (B) the Applicable Margin.

     (ii) Subject to paragraph (iii) below, each Prime Rate Advance shall bear interest on the unpaid principal amount thereof at a varying rate per annum equal to the sum of (A) the Prime Rate plus (B) the Applicable Margin.

     (iii) Upon the occurrence and during the continuance of any Event of Default, each Advance shall, at the option of the Agent, bear interest until paid in full at a rate per annum equal to the sum of the rate applicable to such Advance plus 2.00%.

     (iv) Interest shall be payable (A) with respect to any LIBOR Advance, on the last day of the Interest Period applicable thereto and, if such Interest Period is longer than three months, on each day that would have been the last day of the Interest Period for such Advance had successive Interest Periods of three months duration been applicable to such Advance; (B) with respect to any Prime Rate Advance, on the last day of each month; (C) with respect to all Advances, upon any permitted prepayment (on the amount prepaid); and (D) with respect to all Advances that are Term Loans, on the Term Loan Termination Date; provided, however, that interest under Section 2.5(b)(iii) shall be payable on demand.

     Section 2.6 Repayment and Mandatory Prepayment.

     (a) The Revolving Loans. The unpaid principal balance of all Revolving Notes, together with all accrued and unpaid interest thereon, shall be due and payable on the Revolving Loan Termination Date. If at any time Total Revolving Outstandings exceed the Aggregate Revolving Commitment Amounts, the Borrowers shall immediately repay to the Agent for the account of the Banks the amount of such excess. Any such payments shall be applied first against Prime Rate Advances and then to LIBOR Advances in order starting with the LIBOR Advances having the shortest time to

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the end of the applicable Interest Period. If, after payment of all outstanding Advances, the Total Revolving Outstandings still exceed the Aggregate Revolving Commitment Amounts, the remaining amount paid by the Borrowers shall be placed in the Holding Account.

     (b) Mandatory Payments of Term Loans. The Borrowers shall make quarterly principal payments for application to the Term Loans (other than the Incremental Term Loans) in accordance with the Term Loan Amortization Schedule. The Borrowers shall make quarterly principal payments for application to the Incremental Term Loans in accordance with the Incremental Term Loan Amortization Schedule. In the event that any amount of principal or interest remains unpaid with respect to the Term Loans on the Term Loan Termination Date, such remaining amounts shall be due and payable in full on such date.

     (c) Proceeds of Equity. Within five Business Days following the receipt thereof, the Borrowers shall prepay to the Agent for the benefit of the Banks an amount equal to fifty percent (50%) of the sum of all cash proceeds of any issuance of equity securities (except Excluded Equity Issuances) net of the actual cash expenses paid by any Borrower in connection with such issuance. All prepayments under this Section 2.6(c) shall be applied pro rata based on the unpaid principal balance of the Term Loans to the principal balance of the Term Loans in inverse chronological order of the maturities set forth in the Term Loan Amortization Schedule; provided, however, that (i) in the event a Prime Rate Advance and a LIBOR Advance have the same maturity, the Agent, to the extent practical in the Agent’s determination, shall make such application first to such Prime Rate Advance before application to such LIBOR Advance, and (ii) to the extent any portion of such prepayment would be applied to outstanding LIBOR Advances and no Default or Event of Default has occurred and is continuing, such portion shall be deposited in the Holding Account and withdrawn for application to such LIBOR Advances at the end of the then-current Interest Periods applicable thereto (or earlier, upon the occurrence of a Default or an Event of Default).

     (d) Proceeds of Asset Sales. Within five Business Days following the receipt thereof, the Borrowers shall prepay to the Agent for the benefit of the Banks an amount equal to one hundred percent (100%) of all proceeds of any sale by any Borrower of assets (excluding any sale of assets permitted by clauses (a), (b), (c), (d), (e) or (f) of Section 6.2) with an aggregate net book value in any fiscal year in excess of $5,000,000, or for which consideration in excess of $5,000,000 in the aggregate is received in any fiscal year, net of the actual cash expenses and taxes paid or incurred by any Borrower in connection with such sale (for the sake of clarity, such prepayment shall only be made with such net proceeds in excess of such $5,000,000 threshold); provided, however that this Section 2.6(d) shall not be deemed to authorize any sale or other transfer that would otherwise be prohibited by Section 6.2. All prepayments under this Section 2.6(d) shall be applied pro rata based on the unpaid principal balance of the Term Loans to the principal balance of the Term Loans in inverse chronological order of the maturities set forth on the Term Loan Amortization Schedule; provided, however, that (i) in the event a Prime Rate Advance and a LIBOR Advance have the same maturity, the Agent, to the extent practical in the Agent’s determination, shall make such application first to such

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Prime Rate Advance before application to such LIBOR Advance, and (ii) to the extent any portion of such prepayment would be applied to outstanding LIBOR Advances and no Default or Event of Default has occurred and is continuing, such portion shall be deposited in the Holding Account and withdrawn for application to such LIBOR Advances at the end of the then-current Interest Periods applicable thereto (or earlier, upon the occurrence of a Default or an Event of Default).

     Section 2.7 Optional Prepayments. The Borrowers may prepay Advances, in whole or in part, at any time, without premium or penalty, except as set forth below. Any such prepayment must be made by the Borrower not later than 11:00 a.m. (Minneapolis time) on the date the Borrowers wish such prepayment to become effective. Each partial prepayment shall be in a minimum amount of $500,000. All partial prepayments of Term Loans shall be applied pro rata based on the unpaid principal balance of the Term Loans to the principal balance of the Term Loans in inverse chronological order of the maturities set forth on the Term Loan Amortization Schedule. All partial prepayments of Revolving Loans shall be applied pro rata based on the unpaid principal balance of the Revolving Loans. Amounts paid (unless following an acceleration or upon termination of the Revolving Commitments in whole) or prepaid on the Revolving Loans under this Section 2.7 may be reborrowed upon the terms and subject to the conditions and limitations of this Agreement. Amounts paid or prepaid on the Term Loans may not be reborrowed.

Part B — Terms of the Letter of Credit Facility

     Section 2.8 Letters of Credit. Upon the terms and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit for the account of the Borrowers from time to time between the Closing Date and the Revolving Loan Termination Date in such amounts as the Borrowers’ Agent shall request up to an aggregate amount at any time outstanding not to exceed $10,000,000; provided, however, that no Letter of Credit will be issued in any amount which, after giving effect to such issuance, would cause Total Revolving Outstandings to exceed the Aggregate Revolving Commitment Amounts; provided, further, that no Letter of Credit will be issued if a Default or Event of Default has occurred and is continuing.

     Section 2.9 Procedures for Letters of Credit.

     (a) Each request for a Letter of Credit shall be made by the Borrowers’ Agent in writing, by telex, facsimile transmission or electronic conveyance received by the Agent and the LC Bank by 2:00 P.M. (Minneapolis time) on a Business Day which is not less than one Business Day preceding the requested date of issuance (which shall also be a Business Day). Each request for a Letter of Credit shall be deemed a representation by the each Borrower that on the date of issuance of such Letter of Credit and after giving effect thereto the applicable conditions specified in Article III have been and will be satisfied. The LC Bank may require that such request be made on such letter of credit application and reimbursement agreement form as the LC Bank may from time to time specify, along with satisfactory evidence of the authority and incumbency of the officials of the Borrowers’ Agent making such request. The LC Bank shall promptly, on the date of receipt thereof, notify the Agent and the other Banks of the receipt of the request and the matters specified therein. On the date of each issuance of a Letter of Credit the LC

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Bank shall send notice to the other Banks of such issuance, accompanied by a copy of the Letter or Letters of Credit so issued.

     (b) The LC Bank will promptly upon the receipt of a written request from a Bank to the Agent and the LC Bank provide to the Banks a report specifying (i) the Letters of Credit that are then issued and outstanding, (ii) the account party, the beneficiary, the face amount and the expiry date with respect thereto and (iii) any payments, expirations or other activity with respect thereto that may have occurred since the date of any prior report.

     Section 2.10 Terms of Letters of Credit. Letters of Credit shall be issued in support of obligations of the Borrowers. All Letters of Credit must be issued no less than 25 days prior to the Revolving Loan Termination Date and all Letters of Credit must expire no later than 12 months after the Revolving Loan Termination Date. As to each Letter of Credit which is outstanding as of the Revolving Loan Termination Date, the Borrower shall provide either (A) cash collateral in an amount reasonably satisfactory to the LC Bank for deposit into the Holding Account, or (B) one or more irrevocable letters of credit in form and substance, and issued by a bank, reasonably satisfactory to the LC Bank pursuant to which the LC Bank is entitled to recover the maximum amount at any time payable under each outstanding Letter of Credit, plus all costs and fees then or thereafter payable with respect to such Letter of Credit under the terms of this Agreement, provided further that, in the event the Borrowers fail to provide such cash collateral or one or more letters of credit satisfactory to the LC Bank, the Banks may make a Revolving Loan, as provided in Section 2.14, in the aggregate amount of Letters of Credit outstanding on the Revolving Loan Termination Date, and deposit the proceeds of such Revolving Loan into the Holding Account.

     Section 2.11 Agreement to Repay Letter of Credit Drawings. If the LC Bank has received documents purporting to draw under a Letter of Credit that the Agent believes conform to the requirements of the Letter of Credit, or if the LC Bank has decided that it will comply with the Borrowers’ Agent written or oral request or authorization to pay a drawing on any Letter of Credit that the LC Bank does not believe conforms to the requirements of the Letter of Credit, it will notify the Borrowers’ Agent of that fact. The Borrowers shall reimburse the LC Bank by 9:30 A.M. (Minneapolis time) on the day on which such drawing is to be paid in Immediately Available Funds in an amount equal to the amount of such drawing. Any amount by which the Borrowers has failed to reimburse the LC Bank for the full amount of such drawing by 10:00 A.M. on the date on which the LC Bank in its notice indicated that it would pay such drawing, until reimbursed by the Borrowers from the proceeds of Loans pursuant to Section 2.14 or out of funds available in the Holding Account, is an “Unpaid Drawing.”

     Section 2.12 Obligations Absolute. The obligation of the Borrowers under Section 2.11 to repay the LC Bank for any amount drawn on any Letter of Credit and to repay the Banks for any Revolving Loans made under Section 2.14 to cover Unpaid Drawings shall be absolute, unconditional and irrevocable, shall continue for so long as any Letter of Credit is outstanding notwithstanding any termination of this Agreement, and shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including the following circumstances:

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     (a) Any lack of validity or enforceability of any Letter of Credit;

     (b) The existence of any claim, setoff, defense or other right which any Borrower may have or claim at any time against any beneficiary, transferee or holder of any Letter of Credit (or any Person for whom any such beneficiary, transferee or holder may be acting), the LC Bank or any Bank or any other Person, whether in connection with a Letter of Credit, this Agreement, the transactions contemplated hereby, or any unrelated transaction; or

     (c) Any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever.

Neither the LC Bank nor any Bank nor officers, directors or employees thereof shall be liable or responsible for, and the obligations of the Borrowers to the LC Bank and the Banks shall not be impaired by:

     (i) The use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary, transferee or holder thereof in connection therewith;

     (ii) The validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents or endorsements should, in fact, prove to be in any or all respects invalid, insufficient, fraudulent or forged;

     (iii) The acceptance by the LC Bank of documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; or

     (iv) Any other action of the LC Bank in making or failing to make payment under any Letter of Credit if in good faith and in conformity with U.S. or foreign laws, regulations or customs applicable thereto.

Notwithstanding the foregoing, the Borrowers shall have a claim against the LC Bank, and the LC Bank shall be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrowers which the Borrowers prove were caused by the LC Bank’s willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof.

Part C — General

     Section 2.13 Revolving Commitment Reduction; Incremental Term Loan Commitment.

     (a) Revolving Commitment Reduction The Borrowers may, at any time, upon not less than five (5) Business Days prior written notice from the Borrowers’ Agent to the Agent, reduce the Revolving Commitment Amounts, ratably, with any such reduction in a minimum aggregate amount for all the Banks of $1,000,000, or, if more, in an integral multiple of $500,000; provided, however, that the Borrowers may not at any time reduce the Aggregate Revolving Commitment Amounts below the Total Revolving

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Outstandings. The Borrowers’ Agent may, at any time when there are no Letters of Credit outstanding, upon not less than 5 Business Days prior written notice from the Borrowers’ Agent to the Agent, terminate the Revolving Commitments in their entirety. The Agent shall promptly, on the date of receipt thereof, give the Banks notice of any such request. Upon termination of the Revolving Commitments pursuant to this Section, the Borrowers shall pay to the Agent for the account of the Banks the full amount of all outstanding Advances, all accrued and unpaid interest thereon, all unpaid Revolving Commitment Fees accrued to the date of such termination, any indemnities payable with respect to Advances pursuant to Section 2.26 and all other unpaid Obligations of the Borrowers to the Agent and the Banks hereunder.

     (b) [Intentionally Omitted.]

     (c) Incremental Term Loan Commitment.

     (i) Incremental Term Loans. On the terms and subject to the conditions hereof, each Bank severally agrees on each Conversion Date to make a term loan to the Borrowers, jointly and severally, by converting its Revolving Loan in a principal amount equal to the Converted Amount with respect to such Conversion Date (each, an “Incremental Term Loan”), but in an aggregate amount not to exceed such Bank’s Incremental Term Loan Commitment. No Incremental Loan will be made in any amount which, after giving effect thereto, will cause the Aggregate Converted Amounts to exceed the Aggregate Incremental Term Loan Commitment Amount.

     (ii) Procedure. Within thirty (30) Business Days after each date on which the aggregate unpaid principal balance of the Revolving Loans exceeds $25,000,000 (each, a “Trigger Date”) and at least five (5) Business Days prior to the requested Conversion Date, the Borrowers’ Agent shall deliver a written notice of conversion to the Agent. The Agent shall promptly deliver a copy of such notice to the Banks. Such notice shall be irrevocable and shall be deemed a representation by each Borrower that on the requested Conversion Date and after giving effect to the requested Incremental Term Loans, the applicable conditions specified in Article III have been and will be satisfied. Such notice shall specify (i) the requested Conversion Date (which shall be a date no later than thirty (30) Business Days from the Trigger Date, (ii) the requested amount of the outstanding principal balance of the Revolving Loans to be converted to an Incremental Term Loan (which shall be in a minimum amount of $25,000,000 or an integral multiple of $1,000,000 in excess thereof), (iii) subject to Section 2.4, whether the Incremental Term Loan will be funded as Prime Rate Advances or LIBOR Advances, and (iv) in the case of LIBOR Advances, the duration of the initial Interest Period applicable thereto; provided, however, that no Incremental Term Loans shall be funded as LIBOR Advances if a Default or Event of Default has occurred and is continuing. Notwithstanding the foregoing, if any of the Revolving Loans are repaid following the Trigger Date but prior to the Conversion Date such that the aggregate unpaid principal balance of the Revolving Loans on the Conversion Date is less than $25,000,000, the Converted

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Amount shall be deemed to be such unpaid principal balance. On the Conversion Date, each Bank will convert the Converted Amount of its Revolving Loans to Incremental Term Loans; provided, however, that if the Borrowers’ Agent did not indicate whether the Incremental Term Loans will be funded as Prime Rate Advances or LIBOR Advances, such Incremental Term Loans will be funded as Prime Rate Advances.

     (iii) Effect; Repayment. From and after each Conversion Date, the Aggregate Revolving Commitment Amounts shall be permanently reduced by the Converted Amount with respect to such Conversion Date. The Incremental Term Loans shall be repaid in accordance with Section 2.6(b).

     (iv) Affirmation. The Incremental Term Loans made pursuant to this Section 2.13(c) shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the security interests created by the Security Documents. The Borrowers shall take any actions reasonably required by the Agent to ensure and/or demonstrate that the Liens granted by the Security Documents continue to be perfected under the UCC (as defined in the Security Documents) or otherwise after giving effect to the establishment of any such Incremental Term Loans.

     Section 2.14 Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Banks notice to that effect, specifying the amount thereof, in which event the Agent is authorized (and the Borrowers do here so authorize each Bank) to, and shall, make a Revolving Loan (as a Prime Rate Advance) to the Borrowers in an amount equal to such Bank’s Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Bank by 11:00 AM (Minneapolis time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Bank. Notices received after such time shall be deemed to have been received on the next Business Day. Each Bank shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Bank shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 PM (Minneapolis time) on the day on which such Bank received such notice (or, in the case of notices received after 11:00 AM, Minneapolis time, is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the LC Bank for such Unpaid Drawing. If any portion of any such amount paid to the LC Bank should be recovered by or on behalf of any Borrower from the LC Bank in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Banks in the manner contemplated by Section 8.10 hereof. If at the time the Banks make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers shall pay to the Agent for the account of the Banks interest on the funds so advanced at a floating rate per annum equal to the sum of the Prime Rate plus the Applicable Margin for Prime Rate Advances plus two percent (2.00%). Interest under this Section shall be payable on demand. If for any reason any Bank is unable to make a Revolving Loan to the Borrowers to reimburse the LC Bank for an Unpaid Drawing, then

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such Bank shall immediately purchase from the LC Bank a risk participation in such Unpaid Drawing, at par, in an amount equal to such Bank’s Revolving Percentage of the Unpaid Drawing.

     Section 2.15 Agent’s and Closing Fees. On or before the Closing Date, the Borrowers shall pay to the Agent the fees set forth in the separate letter agreement dated as of the Closing Date (the “Fee Letter”) between the Agent and the Borrowers’ Agent. Such fees shall be paid on the Closing Date and at such other times as may be required pursuant to the terms of such letter agreement.

     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 2.75:1.00	0.250%
Equal to or greater than 2.75:1.00 but less than 3.50:1.00	0.375%
Equal to or greater than 3.50:1.00	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(e) 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 3.50 to 1.00; provided, however, that until November 15, 2007 the Commitment Fee Percentage shall be based on the Senior Leverage Ratio calculated as of the Closing Date and as reflected in the compliance certificate delivered pursuant to Section 3.1(a)(viii).

     Section 2.17 Letter of Credit Fees. For each Letter of Credit issued, the Borrowers shall pay to the Agent for the account of the Banks, in arrears, payable on the last day of each calendar quarter, a fee (a “Letter of Credit Fee”) in an amount determined by applying a per annum rate equal to the Applicable Margin for LIBOR Advances in effect on such date to the original face amount of such Letter of Credit. In addition to the Letter of Credit Fee, the Borrowers shall pay to the LC Bank, on demand, all issuance, amendment, drawing and other

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fees regularly charged by the LC Bank to its letter of credit customers and a fronting fee at the per annum rate of one eighth of one percent (0.125%) of the face amount of each Letter of Credit for the period from the date of issuance to the scheduled expiration date of such Letter of Credit, and all out-of-pocket expenses incurred by the LC Bank in connection with the issuance, amendment, administration or payment of any Letter of Credit. Upon the occurrence and during the continuance of any Default or Event of Default, each Letter of Credit shall accrue a fee at a rate equal to the rate otherwise applicable to the Letter of Credit Fee plus 2.00%.

     Section 2.18 [Intentionally Omitted.]

     Section 2.19 Computation. Revolving Commitment Fees, Letter of Credit Fees and interest on the Loans shall be computed on the basis of actual days elapsed (or, in the case of Letter of Credit Fees which are paid in advance, actual days to elapse) and a year of 360 days.

     Section 2.20 Payments. Payments and prepayments of principal of, and interest on, the Notes and all fees, expenses and other obligations under this Agreement payable to the Agent or the Banks shall be made without setoff or counterclaim in Immediately Available Funds not later than 1:00 P.M. (Minneapolis time) on the dates called for under this Agreement and the Notes to the Agent at its main office in Minneapolis, Minnesota. Funds received after such time shall be deemed to have been received on the next Business Day. The Agent will promptly distribute in like funds to each Bank its ratable share of each such payment of principal, interest and fees received by the Agent for the account of the Banks. Whenever any payment to be made hereunder or on the Notes shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time, in the case of a payment of principal, shall be included in the computation of any interest on such principal payment; provided, however, that if such extension would cause payment of interest on or principal of a LIBOR Advance to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

     Section 2.21 Use of Loan Proceeds. The proceeds of the Term Loans will be used to refinance Indebtedness under the Existing Credit Agreement. The proceeds of the Revolving Loans and the Incremental Term Loans shall be used (a) to fund Permitted Acquisitions, (b) to fund transaction costs in connection with Permitted Acquisitions and this Agreement, (c) to fund working capital of the Borrowers, and (d) for general corporate purposes of the Borrowers (including refinancing Indebtedness under the Existing Credit Agreement), in each case in a manner not in conflict with any of the Borrowers’ covenants in this Agreement.

     Section 2.22 Interest Rate Not Ascertainable, Etc. If, on or prior to the date for determining the Adjusted LIBO Rate in respect of the Interest Period for any LIBOR Advance, any Bank determines (which determination shall be conclusive and binding, absent error) that:

     (a) deposits in dollars (in the applicable amount) are not being made available to such Bank in the relevant market for such Interest Period, or

     (b) the Adjusted LIBO Rate will not adequately and fairly reflect the cost to such Bank of funding or maintaining LIBOR Advances for such Interest Period,

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such Bank shall forthwith give notice to the Borrowers’ Agent and the other Banks of such determination, whereupon the obligation of such Bank to make or continue, or to convert any Advances to, LIBOR Advances shall be suspended until such Bank notifies the Borrowers’ Agent and the Agent that the circumstances giving rise to such suspension no longer exist. While any such suspension continues, all further Advances by such Bank shall be made as Prime Rate Advances. No such suspension shall affect the interest rate then in effect during the applicable Interest Period for any LIBOR Advance outstanding at the time such suspension is imposed.

     Section 2.23 Increased Cost. If any Regulatory Change:

     (a) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR Advances, its Notes or its obligation to make LIBOR Advances or shall change the basis of taxation of payment to any Bank (or its Applicable Lending Office) of the principal of or interest on LIBOR Advances or any other amounts due under this Agreement in respect of LIBOR Advances or its obligation to make LIBOR Advances (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank’s principal office or Applicable Lending Office is located); or

     (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board, but excluding with respect to any LIBOR Advance any such requirement to the extent included in calculating the applicable Adjusted LIBO Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the LC Bank or shall impose on any Bank (or its Applicable Lending Office) or the interbank LIBOR market any other condition affecting its LIBOR Advances, its Notes or its obligation to make LIBOR Advances or affecting any Letter of Credit;

and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any LIBOR Advance or issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes, then, within 30 days after demand by such Bank (with a copy to the Agent), the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify the Borrowers’ Agent and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence

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of error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

     Section 2.24 Illegality. If any Regulatory Change shall make it unlawful or impossible for any Bank to make, maintain or fund any LIBOR Advances, such Bank shall notify the Borrowers’ Agent and the Agent, whereupon the obligation of such Bank to make or continue, or to convert any Advances to, LIBOR Advances, shall be suspended until such Bank notifies the Borrowers’ Agent and the Agent that the circumstances giving rise to such suspension no longer exist. Before giving any such notice, such Bank shall designate a different Applicable Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If any Bank determines that it may not lawfully continue to maintain any LIBOR Advances to the end of the applicable Interest Periods, all of the affected Advances shall be automatically converted to Prime Rate Advances as of the date of such Bank’s notice, and upon such conversion the Borrowers shall indemnify such Bank in accordance with Section 2.26.

     Section 2.25 Capital Adequacy. In the event that any Regulatory Change reduces or shall have the effect of reducing the rate of return on any Bank’s capital or the capital of its parent corporation (by an amount such Bank deems material) as a consequence of its Commitments and/or its Loans and/or any Letters of Credit or any Bank’s obligations to make Advances to cover Letters of Credit to a level below that which such Bank or its parent corporation could have achieved but for such Regulatory Change (taking into account such Bank’s policies and the policies of its parent corporation with respect to capital adequacy), then the Borrowers shall, within 30 days after written notice and demand from such Bank (with a copy to the Agent), pay to such Bank additional amounts sufficient to compensate such Bank or its parent corporation for such reduction. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for diminished returns as a result of such reduction for the period from and after the date 45 days prior to the date that such Bank does give such notice. Any determination by any Bank under this Section and any certificate as to the amount of such reduction given to the Borrowers’ Agent by such Bank shall be final, conclusive and binding for all purposes, absent error.

     Section 2.26 Funding Losses; LIBOR Advances. The Borrowers shall compensate each Bank, upon its written request, for all losses, expenses and liabilities (including any interest paid by such Bank to lenders of funds borrowed by it to make or carry LIBOR Advances to the extent not recovered by such Bank in connection with the re-employment of such funds, but excluding loss of anticipated profits) which such Bank may sustain: (i) if for any reason, other than a default by such Bank, a funding of a LIBOR Advance does not occur on the date specified therefore in the Borrowers’ Agent’s request or notice as to such Advance under Section 2.2 or 2.4, or (ii) if, for whatever reason (including acceleration of the maturity of Advances following an Event of Default), any repayment of a LIBOR Advance, or a conversion pursuant to Section 2.24, occurs on any day other than the last day of the Interest Period applicable thereto. A

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Bank’s request for compensation shall set forth the basis for the amount requested and shall be final, conclusive and binding, absent error.

     Section 2.27 Discretion of Bank as to Manner of Funding. Each Bank shall be entitled to fund and maintain its funding of LIBOR Advances in any manner it may elect, it being understood, however, that for the purposes of this Agreement all determinations hereunder (including determinations under Section 2.26) shall be made as if such Bank had actually funded and maintained each LIBOR Advances during the Interest Period for such Advance through the purchase of deposits having a maturity corresponding to the last day of the Interest Period and bearing an interest rate equal to the LIBO Rate for such Interest Period.

     Section 2.28 Taxes.

     (a) Any and all payments by the Borrowers hereunder or under the Notes shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges of withholdings, and all liabilities with respect thereto, excluding, in the case of each Bank and the Agent, taxes imposed on its overall net income and franchise taxes imposed on it in lieu of net income taxes (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”). Each Bank will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such taxes and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank.

     (b) The Borrowers agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, performing under, or otherwise with respect to, this Agreement or the Notes (hereinafter referred to as “Other Taxes”).

     (c) The Borrowers shall indemnify each Bank and the Agent for the full amount of Taxes or Other Taxes imposed on or paid by such Bank and the Agent and any penalties, interest and expenses with respect thereto. Payments on this indemnification shall be made within 30 days from the date such Bank or the Agent the makes written demand therefore.

     (d) Within 30 days after the date of any payment of Taxes, the Borrowers shall furnish to the Agent, at its address referred to on the signature page hereof a certified copy of a receipt evidencing payment thereof. In the case of any payment hereunder or under the Notes by or on behalf of the Borrowers through an account or branch outside the United States or by or on behalf of the Borrowers by a payor that is not a United States person, if the Borrowers determine that no Taxes are payable in respect thereof, the Borrowers shall furnish or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

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     (e) If any Borrower shall be required by law or regulation to make any deduction, withholding or backup withholding of any taxes, levies, imposts, duties, fees, liabilities or similar charges of the United States of America, any possession or territory of the United States of America (including the Commonwealth of Puerto Rico) or any area subject to the jurisdiction of the United States of America (“U.S. Taxes”) from any payments to a Bank pursuant to any Loan Document in respect of the Obligations payable to the then or thereafter outstanding, such Borrower shall make such withholdings or deductions and pay the full amount withheld or deducted to the relevant taxation authority or other authority in accordance with applicable law.

     (f) Each Bank that is not a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a “Non-U.S. Bank”) shall deliver to the Borrower’s Agent and the Agent two copies of each U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or any subsequent versions thereof or successors thereto, or, in the case of a Non-U.S. Bank claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Bank delivers a Form W-8, a certificate representing that such Non-U.S. Bank is not a “bank” for purposes of Section 881(c) of the Code, is not a ten (10%) percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower’s Agent and is not a controlled foreign corporation related to the Borrower’s Agent (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Non-U.S. Bank claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower’s Agent under this Agreement and the other Loan Documents. Such forms shall be delivered by each Non-U.S. Bank on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Bank shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Bank. Each Non-U.S. Bank shall promptly notify the Borrower’s Agent and the Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower’s Agent (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this subsection, a Non-U.S. Bank shall not be required to deliver any form pursuant to this subsection that such Non-U.S. Bank is not legally able to deliver.

     (g) The Borrowers will not be required to pay any additional amounts in respect of United States Federal income tax pursuant to Section 2.28 to any Bank for the account of any Applicable Lending Office of such Bank:

     (i) if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with its obligations under subsection 2.28(f) in respect of such Applicable Lending Office;

     (ii) if such Bank shall have delivered to the Borrower’s Agent a Form W-8BEN and/or Form W-8ECI (or any subsequent versions thereof or successors

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thereto) in respect of such Applicable Lending Office pursuant to subsection 2.28(f), and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the Borrower’s Agent hereunder for the account of such Lending Office for any reason other than a change in United States law, treaty or regulations or in the official interpretation of such law or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form W-8BEN and/or Form W-8ECI (or any subsequent versions thereof or successors thereto); or

     (iii) if such Bank shall have delivered to the Borrower’s Agent a Form W-8 (or any subsequent versions thereof or successors thereto) in respect of such Applicable Lending Office pursuant to subsection 2.28(f), and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the Borrower’s Agent hereunder for the account of such Applicable Lending Office for any reason other than a change in the United States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form W-8 (or subsequent versions thereof or successors thereto).

     (h) The Agent and the Banks agree to use commercially reasonable efforts, upon request by a Borrower and at such Borrower’s sole cost and expense, to assist such Borrower in obtaining a refund that is available to the Borrower of any Taxes paid by such Borrower hereunder; provided that (i) the Agent or Bank of which such request is made determines in its reasonable discretion, that such assistance would not be prejudicial and (ii) if any such refund is subsequently disallowed, such Borrower shall indemnify the Agent and the Banks for any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto. In the event that the Agent or any Bank receives a refund or tax credit when computing its tax payable in the jurisdiction in which the Agent or such Bank, as the case may be, is organized or maintains an Applicable Lending Office, in respect of Taxes paid by the Borrowers, the Agent or such Bank shall, to the extent it can do so without jeopardizing its right to such refund or credit, pay over to the Borrower’s Agent an amount that would leave the Agent or such Bank in the same position as if no such Taxes had been imposed; provided that (i) nothing contained in this paragraph 2.28(h) shall interfere with the right of the Agent or such Bank to arrange its tax affairs in whatever manner it thinks fit, nor require them to disclose any information relating to their tax affairs or any computations in respect thereof or to do anything that would prejudice their ability to benefit from any other credits, relief, remissions or repayments to which any of them may be entitled and (ii) if any such refund or tax credit is subsequently disallowed, then each Borrower shall within thirty (30) days of receiving notice of any such disallowance from the Agent or any Bank, return the amount paid to such Borrower under this section 2.28(h) to the Agent or Banks and indemnify the Agent and Banks for any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto.

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     Section 2.29 Replacement of Bank in Respect of Increased Costs. Within forty-five (45) days after receipt by a Borrower or the Borrowers’ Agent of written notice and demand from any Bank (an “Affected Bank”) for payment of additional costs as provided in Sections 2.23, 2.25 or 2.28, the Borrowers’ Agent may, at its option, notify the Agent and such Affected Bank of the Borrowers’ intention to obtain, at the Borrowers’ expense, a replacement Bank (“Replacement Bank”) for such Affected Bank, which Replacement Bank shall be reasonably satisfactory to the Agent. In the event the Borrowers obtain a Replacement Bank within ninety (90) days following notice of its intention to do so, the Affected Bank shall sell and assign its Loans and Commitments to such Replacement Bank in accordance with the provisions of Section 9.5 hereof, provided that the Borrowers have reimbursed such Affected Bank for its increased costs and all other accrued but unpaid interest, fees and other amounts due to such Affected Bank hereunder or under any other Loan Document for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment.

ARTICLE III
CONDITIONS PRECEDENT

     Section 3.1 Conditions of Initial Transaction. The making of the Term Loans and the initial Revolving Loans and the issuance of the initial Letter of Credit shall be subject to the prior or simultaneous fulfillment of the following conditions:

     (a) Documents. The Agent shall have received the following:

     (i) A Revolving Note and a Term Note drawn to the order of each Bank executed by a duly authorized officer (or officers) of the Borrowers and dated the Closing Date.

     (ii) The Security Documents duly executed by the respective parties thereto.

     (iii) A certificate of the Secretary or Assistant Secretary (or other appropriate officer) of each Borrower dated as of the Closing Date and certifying to the following:

     (A) A true and accurate copy of the corporate (or other) resolutions of such Borrower authorizing the execution, delivery and performance of the Loan Documents to which such Borrower is a party contemplated hereby and thereby;

     (B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Loan Documents to which such Borrower is a party and to request Advances;

     (C) A true and accurate copy of the Articles of Incorporation (or the equivalent) of such Borrower with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of organization as of a date acceptable to the Agent or, if previously

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delivered and certified to the Agent, a certification that such Articles of Incorporation (or the equivalent) remain unchanged and in full force and effect; and

     (D) A true and accurate copy of the bylaws (or other constituent documents), including all amendments thereto, for such Borrower or, if previously delivered and certified to the Agent, a certification that such bylaws (or other constituent documents) remain unchanged and in full force and effect.

     (iv) A certificate of good standing for each Borrower in the jurisdiction of its incorporation or organization and in the jurisdictions where the character of the properties owned or leased by such Borrower or the Business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date acceptable to the Agent.

     (v) Evidence reasonably satisfactory to the Agent and the Banks that the Permitted IPO has occurred substantially in accordance with the Dolan Media Registration Statement, raising net cash proceeds (as defined in the definition of Permitted IPO) of not less than $125,000,000.

     (vi) Evidence reasonably satisfactory to the Agent and the Banks that all Preferred Stock has been redeemed.

     (vii) A consolidated pro forma balance sheet of the Borrowers as at the Closing Date, adjusted to give effect to the consummation of the Permitted IPO, consistent in all material respects with the sources and uses of cash as previously described to the Agent and the Banks and the forecasts previously provided to the Banks.

     (viii) A compliance certificate based on the consolidated pro forma balance sheet of the Borrowers delivered pursuant to Section 3.1(a)(vii) calculating (after giving effect to the Permitted IPO) the Senior Leverage Ratio and demonstrating pro forma compliance with all financial covenants and ratios set forth in Sections 6.17 and 6.18.

     (ix) Evidence reasonably satisfactory to the Agent that the Agent is named as an additional insured or loss payee in respect of the insurance required to be maintained by the Borrowers pursuant to Section 5.3, on terms reasonably acceptable to the Agent.

     (x) A certificate dated the Closing Date of the chief executive officer or chief financial officer of each Borrower certifying on behalf of each Borrower as to the matters set forth in Sections 3.2(a), (b) and (c) below.

     (b) Opinion. The Agent shall have received a written legal opinion of counsel to the Borrowers addressing the Loan Documents in form and substance satisfactory to the Agent.

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     (c) Compliance. Each Borrower shall have performed and complied with all agreements, terms and conditions contained in this Agreement required to be performed or complied with by such Borrower prior to or simultaneously with the Closing Date.

     (d) Security Documents. All Security Documents (or financing statements with respect thereto) shall have been appropriately filed or recorded to the satisfaction of the Agent; any pledged collateral shall have been duly delivered to the Agent; and the priority and perfection of the Liens created by the Security Documents shall have been established to the satisfaction of the Agent and its counsel.

     (e) Other Matters. All corporate and legal proceedings relating to the Borrowers and all instruments and agreements in connection with the transactions contemplated by this Agreement shall be satisfactory in scope, form and substance to the Agent, the Banks and the Agent’s special counsel, and the Agent shall have completed due diligence with respect to the Borrowers to its and the Majority Banks’ satisfaction and shall have received all information and copies of all documents, including records of corporate proceedings, as any Bank or such special counsel may reasonably have requested in connection therewith, such documents where appropriate to be certified by proper corporate or governmental authorities.

     (f) Fees and Expenses. The Agent shall have received for itself and for the account of the Banks all fees and other amounts due and payable by the Borrowers on or prior to the Closing Date, including the reasonable fees and expenses of counsel to the Agent payable pursuant to Section 9.2.

     Section 3.2 Conditions Precedent to all Loans and Letters of Credit. The obligation of the Banks to make any Loans hereunder (including the Term Loans and the initial Revolving Loans) and of the LC Bank to issue each Letter of Credit (including the initial Letter of Credit) shall be subject to the fulfillment of the following conditions:

     (a) Representations and Warranties. The representations and warranties contained in Article IV shall be true and correct in all material respects on and as of the Closing Date and on the date of each Revolving Loan or the date of issuance of each Letter of Credit with the same force and effect as if made on such date (unless such representation or warranty is made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date).

     (b) No Default. No Default or Event of Default shall have occurred and be continuing on the Closing Date and on the date of each Revolving Loan or the date of issuance of each Letter of Credit or will exist after giving effect to the Revolving Loans made on such date or the Letter of Credit so issued.

     (c) Solvency. Notwithstanding any provision herein to the contrary, the Borrower or Borrowers that will be the recipient of the proceeds of the requested Loan or the applicant on the requested Letter of Credit shall not be, on the date of such requested Revolving Loan or the date of issuance of such Letter of Credit, insolvent, or have had a

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custodian, trustee or receiver appointed for such Borrower(s) on a substantial part of the property thereof.

     (d) Notices and Requests. The Agent shall have received the Borrowers’ Agent’s request for such Loans as required under Section 2.2 (or, with respect to an Incremental Term Loan, Section 2.13(b)(i)) or its application for such Letters of Credit specified under Section 2.9.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

     To induce the Banks to enter into this Agreement and to make Loans hereunder and to induce the LC Bank to issue Letters of Credit, each Borrower represents and warrants to the Banks and the Agent for itself and each other Borrower, both before and after giving effect to the Related Transactions:

     Section 4.1 Organization, Standing, Etc. Each Borrower is a corporation or limited liability company duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Each Borrower has all requisite corporate or limited liability company power and authority to carry on its business as now conducted, to enter into this Agreement and to issue the Notes and to perform its obligations under the Borrower Loan Documents. Each of the Borrowers (a) holds all certificates of authority, licenses and permits necessary to carry on its business as presently conducted in each jurisdiction in which it is carrying on such business, except where the failure to hold such certificates, licenses or permits would not constitute a Material Adverse Occurrence, and (b) is duly qualified and in good standing as a foreign corporation (or other organization) in each jurisdiction in which the character of the properties owned, leased or operated by it or the business conducted by it makes such qualification necessary and the failure so to qualify would permanently preclude such Borrower from enforcing its rights with respect to any assets or constitute a Material Adverse Occurrence.

     Section 4.2 Authorization and Validity. The execution, delivery and performance by each Borrower of the Borrower Loan Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action by such Borrower. This Agreement constitutes, and the Notes and other Borrower Loan Documents when executed will constitute, the legal, valid and binding obligations of each Borrower, enforceable against such Borrower in accordance with their respective terms, subject to limitations as to enforceability which might result from bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the availability of equitable remedies.

     Section 4.3 No Conflict; No Default. The execution, delivery and performance by each Borrower of the Borrower Loan Documents will not (a) violate in any material respect 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 such Borrower, (b) violate or contravene any provision of the Articles of Incorporation, bylaws or limited liability company agreement of such Borrower, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other

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agreement, lease or instrument to which such Borrower is a party or by which it or any of its properties may be bound or result in the creation of any Lien thereunder which breach or default could reasonably be expected to constitute a Material Adverse Occurrence. No Borrower is 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 reasonably be expected to constitute a Material Adverse Occurrence.

     Section 4.4 Government Consent. 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 the part of any Borrower to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, the Borrower Loan Documents, except for any necessary filing or recordation of or with respect to any of the Security Documents.

     Section 4.5 Financial Statements and Condition. The audited consolidated financial statements for Dolan Media and its Subsidiaries as at December 31, 2006 and the unaudited interim consolidated financial statements for Dolan Media and its Subsidiaries as at March 31, 2007, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Borrowers as at such date and the results of its operations and changes in financial position for the period then ended. As of the dates of such financial statements, no Borrower had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 2006, there has been no Material Adverse Occurrence.

     Section 4.6 Litigation. Except as set forth on Schedule 4.6 hereto, there are no actions, suits or proceedings pending or, to the knowledge of any Borrower, threatened against or affecting any Borrower or any of their properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which could reasonably be expected to constitute a Material Adverse Occurrence, and there are no unsatisfied judgments against any Borrower, the satisfaction or payment of which would constitute a Material Adverse Occurrence.

     Section 4.7 Environmental, Health and Safety Laws. There does not exist any violation by any Borrower of any applicable federal, state or local law, rule or regulation or order of any government, governmental department, board, agency or other instrumentality relating to environmental, pollution, health or safety matters which has or could reasonably be expected to impose a material liability on a Borrower or which has required or could reasonably be expected to require a material expenditure by a Borrower to cure. No Borrower has received any notice to the effect that any part of its operations or properties is not in material compliance with any such law, rule, regulation or order or notice that it or its property is the subject of any governmental investigation evaluating whether any remedial action is needed to respond to any release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action could reasonably be expected to constitute a Material Adverse Occurrence. Except as set out on Schedule 4.7 attached hereto, no Borrower has knowledge that it or its property will

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become subject to environmental laws or regulations during the term of this Agreement, compliance with which could reasonably be expected to require Capital Expenditures which would constitute a Material Adverse Occurrence.

     Section 4.8 ERISA. Each Plan is in substantial compliance with all applicable requirements of ERISA and the Code and with all material applicable rulings and regulations issued under the provisions of ERISA and the Code setting forth those requirements. No Reportable Event has occurred and is continuing with respect to any Plan. All of the minimum funding standards applicable to such Plans have been satisfied and there exists no event or condition which would reasonably be expected to result in the institution of proceedings to terminate any Plan under Section 4042 of ERISA. With respect to each Plan subject to Title IV of ERISA, as of the most recent valuation date for such Plan prior to the Closing Date, the present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Plan and previously furnished in writing to the Banks) of such Plan’s projected benefit obligations did not exceed the fair market value of such Plan’s assets.

     Section 4.9 Federal Reserve Regulations. No Borrower is engaged principally or as one of its important activities in the business of extending credit for the purpose of purchasing or carrying margin stock (as defined in Regulation U of the Board). The value of all margin stock owned by each Borrower does not constitute more than 25% of the value of the assets of such Borrower.

     Section 4.10 Title to Property; Leases; Liens; Subordination. Each Borrower has (a) good and marketable title to its real properties and (b) good and sufficient title to, or valid, subsisting and enforceable leasehold interest in, its other material properties, including all real properties, other properties and assets, referred to as owned by a Borrower in the most recent financial statement referred to in Section 5.1 (other than property disposed of since the date of such financial statements in the ordinary course of business). None of such properties is subject to a Lien, except as allowed under Section 6.14. No Borrower has subordinated any of its rights under any obligation owing to it to the rights of any other person.

     Section 4.11 Taxes. Each Borrower has filed all federal, state and material local tax returns required to be filed and has paid or made provision for the payment of all taxes due and payable pursuant to such returns and pursuant to any assessments made against it or any of its property and all other taxes, fees and other charges imposed on it or any of its property by any governmental authority (other than taxes, fees or charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Borrower). No material tax Liens have been filed and no material claims are being asserted with respect to any such taxes, fees or charges. The charges, accruals and reserves on the books of the Borrowers in respect of taxes and other governmental charges are adequate in all material respects and the Borrowers know of no proposed material tax assessment against it.

     Section 4.12 Trademarks, Patents. Each Borrower possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know-how, processes, methods and designs used in the conduct of its business, without known conflict with the rights of others.

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     Section 4.13 Force Majeure. Since the date of the most recent financial statement referred to in Section 5.1, the business, properties and other assets of the Borrowers have not been materially and adversely affected in any way as the result of any fire or other casualty, strike, lockout, or other labor trouble, embargo, sabotage, confiscation, condemnation, riot, civil disturbance, activity of armed forces or act of God.

     Section 4.14 Investment Company Act. No Borrower is an “investment company” or a company “controlled” by an investment company within the meaning of the Investment Company Act of 1940, as amended.

     Section 4.15 [Intentionally Omitted.]

     Section 4.16 Retirement Benefits. Except as set forth on Schedule 4.16 and except as required under Section 4980B of the Code, Section 601 of ERISA or applicable state law, no Borrower is obligated to provide post-retirement medical or insurance benefits with respect to employees or former employees.

     Section 4.17 Full Disclosure. Subject to the following sentence, neither the Registration Statement, financial statements referred to in Section 5.1 nor any other certificate, written statement, exhibit or report furnished by or on behalf of the Borrowers in connection with or pursuant to this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading in any material respect. Certificates or statements furnished by or on behalf of the Borrowers to the Banks consisting of projections or forecasts of future results or events have been prepared in good faith and based on good faith estimates and assumptions of the management of the Borrowers, and, as of the Closing Date, the Borrowers have no reason to believe that such projections or forecasts are not reasonable.

     Section 4.18 Subsidiaries. As of the date of this Agreement, 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.

     Section 4.19 Labor Matters. To the knowledge of any Borrower, there are no pending or threatened strikes, lockouts or slowdowns against the Borrowers. No Borrower has been or is in violation in any material respect of the Fair Labor Standards Act or any other applicable federal, state, local or foreign law dealing with such matters, which violation would cause a Material Adverse Occurrence. All payments due from any Borrower on account of wages and employee health and welfare insurance and other benefits (in each case, except for de minimus amounts), have been paid or accrued as a liability on the books of such Borrower. The consummation of the transactions contemplated under the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Borrower is bound.

     Section 4.20 Solvency. After the making of any Loan and after giving effect thereto, (a) the fair value of the assets of the Borrowers taken as a whole, at a fair valuation, will exceed

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the Borrowers’ aggregate debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Borrowers taken as a whole will be greater than the amount that will be required to pay the probable liability of the Borrowers’ aggregate debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Borrower will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) no Borrower will have unreasonably small capital with which to conduct the business in which it is engaged as such business is proposed to be conducted following the Closing Date.

     Section 4.21 Anti-Terrorism Law Compliance. None of the Borrowers is subject to or in violation of any law, regulation or list of any government agency including the U.S. Office of Foreign Asset Control list, Executive Order 13224 or the USA Patriot Act) that prohibits or limits the conduct of business with or receiving of funds, goods or services to or for the benefit of certain Persons specified therein or that prohibits or limits any Bank from making any Advance or extension of credit to any Borrower or from otherwise conducting business with any Borrower.

ARTICLE V
AFFIRMATIVE COVENANTS

     Until any obligation of the Banks hereunder to make the Term Loans and Revolving Loans and of the LC Bank to issue Letters of Credit shall have expired or been terminated and the Notes and all of the other Obligations have been paid in full and all outstanding Letters of Credit shall have expired or the liability of the LC Bank thereon shall have otherwise been discharged or otherwise collateralized pursuant to Section 2.10, unless the Agent and the Majority Banks shall otherwise consent in writing:

     Section 5.1 Financial Statements and Reports. The Borrowers’ Agent will furnish to the Agent, on behalf of the Banks:

     (a) As soon as available and in any event within 90 days after the end of each fiscal year of the Borrowers, the consolidated financial statements of the Borrowers consisting of at least statements of income, cash flow and changes in stockholders’ equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, and the consolidating financial statements of the Borrowers consisting of at least statements of income and balance sheets as at the end of such year, certified without qualification by McGladrey & Pullen, LLP or other independent certified public accountants of recognized national standing selected by the Borrowers and acceptable to the Agent, together with any management letters, management reports or other reasonably supplementary comments or reports to the Borrowers’ Agent or its board of directors furnished by such accountants; provided, however, that so long as the Borrowers are required to file reports on Form 10-K with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, the Borrowers shall be deemed to have fulfilled their obligations to furnish the Agent the financial statements, management letters, management reports or other supplementary

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comments or reports in respect of any fiscal year by furnishing to the Agent a copy of said report for such fiscal year by the date prescribed in this Section 5.1(a).

     (b) Together with the audited financial statements required under Section 5.1(a), a statement by the accounting firm performing such audit to the effect that it has reviewed this Agreement and that in the course of performing its examination nothing came to its attention that caused it to believe that any Default or Event of Default exists, or, if such Default or Event of Default exists, describing its nature.

     (c) As soon as available and in any event within 45 days after the end of each fiscal quarter, unaudited consolidated statements of income for the Borrowers for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, a consolidated balance sheet of the Borrowers as at the end of such quarter, setting forth in each case in comparative form figures for the corresponding period for the preceding fiscal year, and a comparison of actual and budgeted revenue and Adjusted EBITDA for each business unit of the Borrowers for such quarter and the period from the beginning of such fiscal year to the end of such quarter, with corresponding figures for the prior fiscal year, together with an unaudited consolidated statement of cash flow for the Borrowers for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, setting forth in comparative form figures for the corresponding period for the preceding fiscal year, accompanied by a certificate signed by the chief financial officer of the Borrowers’ Agent, on behalf of the Borrowers, stating that such financial statements present fairly the financial condition and cash flow of the Borrowers and that the same have been prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements); provided, however, that so long as the Borrowers are required to file reports on Form 10-Q with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, the Borrowers shall be deemed to have fulfilled their obligations to furnish the Agent the financial statements, management letters, management reports or other supplementary comments or reports in respect of any fiscal year by furnishing to the Agent a copy of said report for such fiscal year by the date prescribed in this Section 5.1(b).

     (d) As soon as practicable and in any event within 45 days after the end of each fiscal quarter, a Compliance Certificate in the form attached hereto as Exhibit D signed by the chief financial officer of the Borrowers’ Agent on behalf of the Borrowers demonstrating in reasonable detail compliance (or noncompliance, as the case may be) with Sections 6.17 and 6.18, as at the end of such quarter and stating that as at the end of such quarter there did not exist any Default or Event of Default or, if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrowers proposes to take with respect thereto.

     (e) As soon as practicable and in any event within 90 days after the beginning of each fiscal year of the Borrowers, statements of forecasted consolidated and consolidating income for the Borrowers for each fiscal quarter in such fiscal year and a forecasted consolidated balance sheet of the Borrowers as at the end of such fiscal year, together with supporting assumptions, consistent with the financial statements for prior

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reporting periods, all in reasonable detail and reasonably satisfactory in scope to Majority Banks.

     (f) Promptly upon any officer of any Borrower becoming aware of any Default or Event of Default, a notice describing the nature thereof and what action Borrowers propose to take with respect thereto.

     (g) Promptly upon any officer of any Borrower becoming aware of the occurrence, with respect to any Plan, of any Reportable Event or any Prohibited Transaction, a notice specifying the nature thereof and what action the Borrowers propose to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan.

     (h) Promptly upon any officer of a Borrower becoming aware of any matter that has resulted or is reasonably likely to result in a Material Adverse Occurrence, a notice from the Borrowers’ Agent describing the nature thereof and what action Borrowers propose to take with respect thereto.

     (i) Promptly upon any officer of a Borrower becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting a Borrower or any property of such Person, or to which a Borrower is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) and in which an adverse determination or result could reasonably be expected to constitute a Material Adverse Occurrence; or (ii) any adverse development which occurs in any litigation, arbitration or governmental investigation or proceeding previously disclosed by a Borrower which, if determined adversely to a Borrower would constitute a Material Adverse Occurrence, a notice from the Borrowers’ Agent describing the nature and status thereof and what action the Borrowers propose to take with respect thereto.

     (j) Promptly upon the mailing or filing thereof, copies of each annual report, proxy or financial statement or other report or communication sent to any Borrower’s shareholders, and copies of all annual, regular, periodic and special reports and registration statements which any Borrower may file or be required to file with the Securities and Exchange Commission (or any successor thereto) under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (or any successor thereto), or any national securities exchange, and not otherwise required to be delivered to the Agent pursuant hereto.

     (k) From time to time, such other information regarding the business, operation and financial condition of any Borrower as any Bank may reasonably request.

     Section 5.2 Existence. Each Borrower will maintain its existence as a corporation or other entity, as applicable, in good standing under the laws of its jurisdiction of incorporation or formation and its qualification to transact business in each jurisdiction where failure so to qualify would permanently preclude such Borrower from enforcing its rights with respect to any material

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asset or would expose such Borrower to any material liability; provided, however, that nothing herein shall prohibit the merger or liquidation of any Subsidiary allowed under Section 6.1.

     Section 5.3 Insurance. Each Borrower shall maintain with financially sound and reputable insurance companies such insurance as may be required by law and such other insurance in such amounts and against such hazards as is customary in the case of reputable firms engaged in the same or similar business and similarly situated.

     Section 5.4 Payment of Taxes and Claims. Each Borrower shall file all federal, state and all material local and other tax returns and reports which are required by law to be filed by it and will pay before they become delinquent all taxes, assessments and governmental charges and levies imposed upon it or its property and all claims or demands of any kind (including those of suppliers, mechanics, carriers, warehouses, landlords and other like Persons) which, if unpaid, could reasonably be expected to result in the creation of a Lien upon its property; provided that the foregoing items need not be paid if they are being contested in good faith by appropriate proceedings, and as long as such Borrower’s title to its property is not materially adversely affected, its use of such property in the ordinary course of its business is not materially interfered with and adequate reserves with respect thereto have been set aside on Borrowers’ books in accordance with GAAP.

     Section 5.5 Inspection. Each Borrower shall permit any Person designated by the Agent or the Majority Banks to visit and inspect any of the properties, books and financial records of such Borrower to examine and to make copies of the books of accounts and other financial records of such Borrower and to discuss the affairs, finances and accounts of such Borrower with, and to be advised as to the same by, its officers at such reasonable times and intervals as the Agent or the Majority Banks may designate. So long as no Event of Default exists, the expenses of the Agent or the Banks for such visits, inspections and examinations shall be at the expense of the Agent and the Banks, but any such visits, inspections and examinations made while any Event of Default is continuing shall be at the expense of such Borrower.

     Section 5.6 Maintenance of Properties. Each Borrower will maintain its properties used or useful in the conduct of its business in good condition, repair and working order, ordinary wear and tear, maintenance and condemnation and accidental casualty excepted, and supplied with all necessary equipment, and make all necessary repairs, renewals, replacements, betterments and improvements thereto, all as may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

     Section 5.7 Books and Records. Each Borrower will keep records and books of account in which complete entries will be made of its dealings, business and affairs sufficient to permit the preparation of financial statements in accordance with GAAP.

     Section 5.8 Compliance. Each Borrower will comply in all material respects with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject; provided, however, that failure so to comply shall not be a breach of this covenant if such failure does not constitute a Material Adverse Occurrence and such Borrower is acting in good faith to cure such noncompliance. Without limiting the foregoing sentence, (a) each Borrower will ensure that no person who owns a controlling interest in or otherwise controls

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such Borrower is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (b) without limiting clause (a) above, each Borrower shall comply with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations.

     Section 5.9 ERISA. Each Borrower will maintain each Plan in compliance with all material applicable requirements of ERISA and of the Code and with all applicable rulings and regulations issued under the provisions of ERISA and of the Code and will not, and will not permit any of the ERISA Affiliates to (a) engage in any transaction in connection with which such Borrower or any of the ERISA Affiliates would be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in either case in an amount exceeding $50,000, (b) fail to make full payment when due of all amounts which, under the provisions of any Plan, such Borrower or any ERISA Affiliate is required to pay as contributions thereto, or permit to exist any accumulated funding deficiency (as such term is defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to any Plan in an aggregate amount exceeding $50,000 or (c) fail to make any payments in an aggregate amount exceeding $250,000 to any Multiemployer Plan that such Borrower or any of the ERISA Affiliates may be required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto.

     Section 5.10 Environmental Matters; Reporting. Each Borrower will observe and comply with all laws, rules, regulations and orders of any government or government agency relating to health, safety, pollution, hazardous materials or other environmental matters to the extent non-compliance could reasonably be expected to result in a material liability or otherwise constitute a Material Adverse Occurrence. The Borrowers’ Agent will give the Agent prompt written notice of any violation as to any environmental matter by any Borrower and of the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (a) in which an adverse determination or result could reasonably be expected to result in the revocation of or have a material adverse effect on any operating permits, air emission permits, water discharge permits, hazardous waste permits or other permits held by any Borrower which are material to the operations of such Borrower, or (b) which will or could reasonably be expected to impose a material liability on such Borrower to any Person or which will require a material expenditure by the Borrower to cure any alleged problem or violation.

     Section 5.11 Further Assurances. Promptly upon request by the Agent or the Majority Banks, each Borrower shall execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all deeds, conveyances, mortgages, deeds of trust, trust deeds, assignments, estoppel certificates, financing statements and continuations thereof, notices of assignment, transfers, certificates, assurances and other instruments as the Agent or the Majority Banks may reasonably require from time to time in order: (a) to carry out more effectively the purposes of the Loan Documents, including to correct any defect or error that may be discovered in any Loan Document or in the execution, acknowledgement or recordation thereof; (b) to perfect and maintain the validity, effectiveness and priority of any security interests intended to be created by the Loan Documents including the delivery of a landlord waiver from any landlord

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required by the Agent or the Majority Banks; and (c) to better assure, convey, grant, assign, transfer, preserve, protect and confirm unto the Banks the rights granted now or hereafter intended to be granted to the Banks under any Loan Document or under any other instrument executed in connection with any Loan Document or that any Borrower may be or become bound to convey, mortgage or assign to the Agent for the benefit of the Banks in order to carry out the intention or facilitate the performance of the provisions of any Loan Document. Upon receipt of Agent’s or Majority Banks’ request therefor, the Borrowers’ Agent shall furnish to the Banks evidence satisfactory to the Majority Banks of every such recording, filing or registration.

ARTICLE VI
NEGATIVE COVENANTS

     Until any obligation of the Banks hereunder to make the Term Loans and Revolving Loans and of the LC Bank to issue Letters of Credit shall have expired or been terminated and the Notes and all of the other Obligations have been paid in full and all outstanding Letters of Credit shall have expired or the liability of the LC Bank thereon shall have otherwise been discharged or otherwise collateralized pursuant to Section 2.10, unless the Majority Banks shall otherwise consent in writing:

     Section 6.1 Merger. No Borrower will merge or consolidate or enter into any analogous reorganization or transaction with any Person or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided, however, any Borrower may be merged with or liquidated into Dolan Media or any other Borrower that is a wholly-owned Subsidiary (in each case, if Dolan Media or such Borrower that is a wholly-owned Subsidiary, as the case may be, is the surviving entity).

     Section 6.2 Disposition of Assets. No Borrower will directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of related transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:

     (a) dispositions of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business;

     (b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of other equipment used in connection with the Borrower’s business, or the proceeds of such sale are applied with reasonable promptness to the purchase price of such other equipment;

     (c) sales or transfers of any property of a Borrower to another Borrower that is a direct or indirect wholly-owned Subsidiary of Dolan Media;

     (d) the sale or discount, in each case without recourse and in the ordinary course of business, of delinquent accounts and notes receivable arising in the ordinary course of business, but only in connection with the good faith compromise or collection thereof and not as part of any financing transaction;

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     (e) the lease or sublease in the ordinary course of business of a non-material portion of its property or assets to any other Person, to the extent such lease or sublease, as the case may be, does not and could not reasonably be expected to interfere in any material respect with the business of any Borrower and any interest or title of a lessor or sublessor under any lease (whether a Capitalized Lease or an operating lease) permitted by this Agreement;

     (f) the sale of Investments permitted pursuant to Sections 6.12(c), (d), (e), (f) and (g), in each case in the ordinary course of business; and

     (g) other dispositions of property with an aggregate net book value not exceeding $5,000,000 per fiscal year.

     Section 6.3 Plans. No Borrower will permit any event to occur or condition to exist which would permit any Plan to terminate under any circumstances which would cause the Lien provided for in Section 4068 of ERISA to attach to any assets of any Borrower; and no Borrower will permit, as of the most recent valuation date for any Plan subject to Title IV of ERISA, the present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Plan and previously furnished in writing to the Banks) of such Plan’s projected benefit obligations to exceed the fair market value of such Plan’s assets by more than $250,000.

     Section 6.4 Change in Nature of Business. No Borrower will make any material change in the nature of the business of such Borrower, as carried on at the date hereof.

     Section 6.5 Acquisitions; Subsidiaries, Partnerships and Joint Ventures and Ownership. No Borrower will do any of the following: (a) purchase or lease or otherwise acquire all or substantially all of the assets of any Person, except for purchases by, or other transfers to, any of the other Borrowers, and except for Permitted Acquisitions; (b) form or enter into any partnership as a limited or general partner or into any joint venture, except in connection with Permitted Acquisitions; (c) except as a result of a transfer or other disposition permitted hereunder, take any action which would result in a decrease in a Borrower’s ownership in any Subsidiary including a decrease in the percentage of the shares of any class of Equity Interest in any Subsidiary owned by such Borrower; (d) form or acquire any Person that would thereby become a Subsidiary unless, upon the closing of such formation or acquisition, such Person fulfills the requirements of clauses (i) and (ii) below; (e) without the prior written consent of the Agent, appoint, consent to the appointment of, or otherwise elect a manager of APC other than Dolan APC LLC, Dolan Media or another wholly-owned Subsidiary of Dolan Media; or (f) without the prior written consent of the Agent, consent to a Lien on all or any part of the Equity Interests in APC (other than a Lien in favor of the Agent for the benefit of the Banks). Unless otherwise agreed by the Agent, substantially contemporaneously with the closing of a Permitted Acquisition (i) the Equity Interests of the acquired Person (or the Person acquiring such assets) shall, to the extent owned, directly or indirectly, by a Borrower, be pledged to the Agent, and (ii) such Person, to the extent it is or becomes a Subsidiary, shall enter into documents reasonably requested by the Agent to provide that such Person shall be obligated to repay the Loans and other amounts payable under the Loan Documents, and to grant to the Agent a first priority security interest (and to perfect such interest) subject to no other Liens, except for Liens

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permitted pursuant to Section 6.14 hereof, for the benefit of the Banks, in the assets of such Person.

     Section 6.6 Negative Pledges. Except in connection with Indebtedness secured by Liens permitted pursuant to Section 6.14(i), no Borrower will enter into any agreement, bond, note or other instrument with or for the benefit of any Person other than the Banks which would (i) prohibit such Borrower from granting, or otherwise limit the ability of such Borrower to grant, to the Banks any Lien on any assets or properties of such Borrower, or (ii) require such Borrower to grant a Lien to any other Person if such Borrower grants any Lien to the Banks. At the request of a Borrower, the Agent shall release its Lien on any property subject to a Lien permitted pursuant to Section 6.14(i).

     Section 6.7 Restricted Payments. No Borrower will make any Restricted Payments, other than (a) payments made under Acquisition Services Agreements, (b) Restricted Payments made to repurchase stock of any Borrower owned by an officer, director, consultant or employee of any Borrower in connection with the termination of such officer’s, director’s, consultant’s or employee’s employment, provided the aggregate amount of such Restricted Payments under this Section 6.7(b) made by the Borrowers in any fiscal year does not exceed $1,000,000, (c) Restricted Payments made from one Borrower to another Borrower, (d) Restricted Payments consisting of dividends payable to members of APC other than a Borrower pursuant to the terms of the APC LLC Agreement, (e) payments made to stockholders of Dolan Media in connection with the redemption by Dolan Media of all shares of Preferred Stock (including all shares of Series A Preferred Stock and Series B Preferred Stock that will be issued to holders of Series C Preferred Stock upon the conversion of the Series C Preferred Stock), in each case so long as such redemption is funded solely with the proceeds of the Permitted IPO, (f) Restricted Payments consisting of prepayments of Indebtedness incurred in connection with Permitted Acquisitions or under Acquisition Services Agreements so long as the aggregate amount prepaid by the Borrowers does not exceed $5,000,000, and (g) payments made in satisfaction of APC’s obligations under Section 7.7 of the APC LLC Agreement as such Section is in effect on the Closing Date.

     Section 6.8 Transactions with Affiliates. No Borrower will (i) enter into any transaction with any Affiliate of such Borrower, except (a) for those transactions described on Schedule 6.8 or otherwise permitted under any Loan Document, (b) for overhead expenses and similar items shared among the Borrowers in a manner consistent with past practice, and (c) upon fair and reasonable terms no less favorable than such Borrower would obtain in a comparable arm’s-length transaction with a Person not an Affiliate, or (ii) without the prior written consent of the Majority Banks, amend, modify, supplement or waive, or consent to the amendment, modification, supplement or waiver of, the terms of the APC LLC Agreement relating to (A) dividends or other distributions on account of the Equity Interests of APC (including those set forth in Article IV thereof), (B) restrictions and conditions on Liens or on the Equity Interests in APC (including those set forth in Section 7.3 and 7.4 thereof and the definition of Permitted Transferee therein), and (C) the drag-along and tag-along rights with respect to sale of the Equity Interests in, and assets of, APC (including those set forth in Section 7.5 and 7.6 thereof).

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     Section 6.9 Accounting Changes. No Borrower will make any significant change in accounting treatment or reporting practices, except as required by GAAP, or change its fiscal year from a year end of each December 31.

     Section 6.10 [Intentionally Omitted.]

     Section 6.11 [Intentionally Omitted.]

     Section 6.12 Investments. No Borrower will acquire for value, make, have or hold any Investments, except:

     (a) Investments existing on the date of this Agreement and described on Schedule 6.12;

     (b) travel advances to management personnel and employees in the ordinary course of business;

     (c) Investments in readily marketable direct obligations issued or guaranteed by the United States or any agency thereof and supported by the full faith and credit of the United States;

     (d) certificates of deposit or bankers’ acceptances issued by any commercial bank organized under the laws of the United States or any State thereof which has (i) combined capital and surplus of at least $100,000,000, and (ii) a credit rating with respect to its unsecured indebtedness from a nationally recognized rating service that is satisfactory to the Agent;

     (e) commercial paper given the highest rating by a nationally recognized rating service;

     (f) repurchase agreements relating to securities issued or guaranteed as to principal and interest by the United States of America with a term of not more than seven (7) days; provided all such agreements shall require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;

     (g) other readily marketable Investments that are reasonably acceptable to the Agent;

     (h) extensions of credit in the nature of accounts receivable or notes receivable arising from the sale of goods and services in the ordinary course of business;

     (i) shares of stock, obligations or other securities received in settlement of claims arising in the ordinary course of business;

     (j) Investments by any Borrower in any other Borrower that (i) is a direct or indirect wholly-owned Subsidiary of Dolan Media, and (ii) at the time such investment is made, is not insolvent, has not had a custodian, trustee or receiver appointed for such

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Person or a substantial part of the property thereof, or is the debtor in any bankruptcy, reorganization, debt arrangement, dissolution, liquidation or similar proceeding.

     (k) Investments by any Borrower in APC, (i) to the extent existing on the Closing Date, and (ii) to the extent made after the Closing Date in connection with any Permitted Acquisition;

     (l) Permitted Acquisitions; and

     (m) any other Investments if the aggregate consideration therefor does not exceed $5,000,000.

Any Investments under clauses (c), (d), (e) or (f) above must mature within one year of the acquisition thereof by such Borrower.

     Section 6.13 Indebtedness. The Borrowers will not incur, create, issue, assume or suffer to exist any Indebtedness, except:

     (a) the Obligations;

     (b) Current Liabilities, other than for borrowed money, incurred in the ordinary course of business;

     (c) Indebtedness existing on the date of this Agreement and disclosed on Schedule 6.13 hereto, but not including any extension or refinancing thereof;

     (d) Indebtedness secured by Liens permitted under Section 6.14 hereof, not to exceed $2,500,000 in the aggregate in any fiscal year;

     (e) Indebtedness, including that under Acquisition Services Agreements, incurred as seller financing of Permitted Acquisitions, provided, that rates of interest on such Indebtedness shall not exceed the rates applicable to Prime Rate Advances by more than 2.00% per annum (including deferred interest);

     (f) Indebtedness consisting of endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business;

     (g) the Rate Protection Obligations;

     (h) unsecured Indebtedness of any Borrower that is a direct or indirect wholly-owned Subsidiary of Dolan Media to any other Borrower that, at the time such Indebtedness is incurred, is not insolvent, has not had a custodian, trustee or receiver appointed for such Person or a substantial part of the property thereof, or is not the debtor in any bankruptcy, reorganization, debt arrangement, dissolution, liquidation or similar proceeding.

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     (i) unsecured Indebtedness of APC to any other Borrower (i) to the extent existing on the Closing Date, and (ii) to the extent incurred after the Closing Date in connection with any Permitted Acquisition;

     (j) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 6.15;

     (k) unsecured Indebtedness constituting a “Put Note” issued by APC pursuant to Section 7.7 of the APC LLC Agreement as such Section is in effect on the Closing Date; and

     (l) unsecured Indebtedness otherwise complying with the terms hereof in an aggregate principal amount outstanding not to exceed $5,000,000.

     Section 6.14 Liens. No Borrower will create, incur, assume or suffer to exist any Lien, or enter into, or make any commitment to enter into, any arrangement for the acquisition of any property through conditional sale, lease-purchase or other title retention agreements, with respect to any property now owned or hereafter acquired by such Borrower, except:

     (a) Liens granted to the Agent and the Banks under the Security Documents to secure the Obligations;

     (b) Liens existing on the date of this Agreement and disclosed on Schedule 6.14 hereto;

     (c) deposits or pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, in the ordinary course of business of the Borrower;

     (d) Liens for taxes, fees, assessments and governmental charges not delinquent or to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 5.4;

     (e) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the ordinary course of business, for sums not due or to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 5.4;

     (f) Liens incurred or deposits or pledges made or given in connection with, or to secure payment of, indemnity, performance or other similar bonds;

     (g) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restriction against access by a Borrower in excess of those set forth by regulations promulgated by the Board, and (ii) such deposit account is not intended by such Borrower to provide collateral to the depository institution;

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     (h) encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property and landlord’s Liens under leases on the premises rented, which do not materially detract from the value of such property or impair in any material respect the use thereof in the business of a Borrower;

     (i) the interest of any lessor under any Capitalized Lease entered into after the Closing Date or purchase money Liens on property acquired after the Closing Date; provided, that, (i) the Indebtedness secured thereby is otherwise permitted by this Agreement and (ii) such Liens are limited to the property acquired and do not secure Indebtedness other than the related Capitalized Lease Obligations or the purchase price of such property; and

     (j) Liens consisting of judgments or judicial attachment liens securing judgments, decrees and attachments that do not constitute an Event of Default, provided that foreclosure, levy or any other similar enforcement proceedings have not been commenced with respect to such Liens.

     Section 6.15 Contingent Liabilities. No Borrower will: (i) other than guarantees of obligations of other Borrowers, Contingent Obligations in respect of Indebtedness permitted hereunder; Contingent Obligations for the benefit of the Banks or any Rate Protection Provider, and the F&H Guaranty, endorse, guarantee, contingently agree to purchase or to provide funds for the payment of, or otherwise become contingently liable upon, any obligation of any other Person, except by the endorsement of negotiable instruments for deposit or collection (or similar transactions) in the ordinary course of business, (ii) agree to maintain the net worth or working capital of, or provide funds to satisfy any other financial test applicable to, any other Person, or (iii) enter into or be a party to any contract for the purchase or lease of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether or not delivery is ever made of such materials, supplies or other property or services; and except, in any event, Contingent Obligations existing on the date of this Agreement and described on Schedule 6.15 and Contingent Obligations for the benefit of the Banks.

     Section 6.16 [Intentionally Omitted].

     Section 6.17 Fixed Charge Coverage Ratio. The Borrowers will not permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter for the four consecutive fiscal quarters ending on that date, to be less than 1.20 to 1.00.

     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 4.50 to 1.00.

     Section 6.19 Loan Proceeds. No Borrower will use any part of the proceeds of any Loan or Advances directly or indirectly, and whether immediately, incidentally or ultimately, (a) to purchase or carry margin stock (as defined in Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose or (b) for any purpose which entails a violation of, or which is inconsistent with, the provisions of Regulations U or X of the Board.

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     Section 6.20 Sale and Leaseback Transactions. No Borrower will enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, and thereafter lease such property for the same or a substantially similar purpose or purposes as the property sold or transferred.

     Section 6.21 Hedging Agreements. No Borrower will enter into any hedging arrangements other than with a Rate Protection Provider.

ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES

     Section 7.1 Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default:

     (a) The Borrowers shall fail to make when due, whether by acceleration or otherwise, any payment of interest on the Note, any fee or other amount required to be made to the Agent, the LC Bank or any Bank pursuant to the Loan Documents or any payment on any Rate Protection Obligation, and such failure shall continue for five (5) or more days, or the Borrowers shall fail to make when due, whether by acceleration or otherwise, any payment of principal on the Note.

     (b) Any representation or warranty made by or on behalf of any Borrower in this Agreement or any other Loan Document or by or on behalf of any Borrower in any certificate, statement, report or document herewith or hereafter furnished to any Bank, the LC Bank or the Agent pursuant to this Agreement or any other Loan Document shall prove to have been false or misleading in any material respect on the date as of which the facts set forth are stated or certified.

     (c) Any Borrower shall fail to comply with Sections 5.2 or 5.3 hereof or any Section of Article VI hereof.

     (d) Any Borrower shall fail to comply with any other agreement, covenant, condition, provision or term contained in this Agreement (other than those hereinabove set forth in this Section 7.1) and such failure to comply shall continue for 30 days after whichever of the following dates is the earliest: (i) the date any Borrower or the Borrowers’ Agent gives notice of such failure to the Banks, (ii) the date any Borrower should have given notice of such failure to the Agent pursuant to Section 5.1(f), or (iii) the date the Agent or any Bank gives notice of such failure to the Borrower.

     (e) Any default (however denominated or defined) shall occur under any Security Document.

     (f) Any Material Borrower or any combination of other Borrowers that, in the aggregate, generate or own ten percent (10%) or more of the total revenues and/or assets of the Business Information Division and/or Professional Services Division of Dolan Media, as determined by reference to the most recent report on Form 10-Q or Form 10-K, as the case may be, with respect to the Borrowers filed with the Securities and Exchange Commission, for the year to date or twelve month period, as applicable, covered thereby,

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shall become insolvent or shall generally not pay its debts as they mature or shall apply for, shall consent to, or shall acquiesce in the appointment of a custodian, trustee or receiver of such Person(s) or for a substantial part of the property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for any such Person(s) or for a substantial part of the property thereof and shall not be discharged within 60 days, or any such Person(s) shall make an assignment for the benefit of creditors.

     (g) Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency law shall be instituted by or against any Borrower and, if instituted against any such Borrower(s), shall have been consented to or acquiesced in by such Borrower(s), or shall remain undismissed for 60 days, or an order for relief shall have been entered against such Borrower(s).

     (h) Any dissolution or liquidation proceeding not permitted by Section 6.1 shall be instituted by or against any Borrower, and, if instituted against any Borrower, shall be consented to or acquiesced in by such Borrower or shall remain for 30 days undismissed.

     (i) A judgment or judgments for the payment of money in excess of the sum of $1,000,000 in the aggregate shall be rendered against any Borrower and either (i) the judgment creditor executes on such judgment or (ii) such judgment remains unpaid or undischarged for more than 45 days from the date of entry thereof or such longer period during which execution of such judgment shall be stayed during an appeal from such judgment.

     (j) The maturity of any material Indebtedness of any Borrower (other than Indebtedness under this Agreement) shall be accelerated, or any Borrower shall fail to pay any such material Indebtedness when due (after the lapse of any applicable grace period) or, in the case of such Indebtedness payable on demand, when demanded (after the lapse of any applicable grace period), or any event shall occur or condition shall exist and shall continue for more than the period of grace, if any, applicable thereto and shall have the effect of causing, or permitting the holder of any such Indebtedness or any trustee or other Person acting on behalf of such holder to cause, such material Indebtedness to become due prior to its stated maturity or to realize upon any collateral given as security therefor. For purposes of this Section, Indebtedness of any Borrower shall be deemed “material” if it exceeds $1,000,000 as to any item of Indebtedness or in the aggregate for all items of Indebtedness with respect to which any of the events described in this Section 7.1(j) has occurred.

     (k) Any execution or attachment shall be issued whereby any substantial part of the property of any Borrower shall be taken or attempted to be taken and the same shall not have been vacated or stayed within 45 days after the issuance thereof purported to be covered thereby with an aggregate fair market value of greater than $250,000.

     (l) Any Security Document shall, at any time, cease to be in full force and effect or shall be judicially declared null and void, or the validity or enforceability thereof

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shall be contested by any Borrower, or the Agent or the Banks shall cease to have a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority, security interest in any of the collateral described therein.

     (m) Any Change of Control shall occur.

     Section 7.2 Remedies. If (a) any Event of Default described in Sections 7.1 (f), (g) or (h) shall occur with respect to any Borrower, the Commitments shall automatically terminate and the Notes and all other Obligations shall automatically become immediately due and payable, and the Borrowers shall without demand pay into the Holding Account an amount equal to the aggregate face amount of all outstanding Letters of Credit; or (b) any other Event of Default shall occur and be continuing, then, upon receipt by the Agent of a request in writing from the Majority Banks, the Agent shall take any of the following actions so requested: (i) declare the Commitments terminated, whereupon the Commitments shall immediately terminate, (ii) declare the outstanding unpaid principal balance of the Notes, the accrued and unpaid interest thereon and all other Obligations to be forthwith due and payable, whereupon the Notes, all accrued and unpaid interest thereon and all such Obligations shall immediately become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement or in the Notes to the contrary notwithstanding, and (iii) demand that the Borrowers pay into the Holding Account an amount equal to the aggregate face amount of all outstanding Letters of Credit. Upon the occurrence of any of the events described in clause (a) of the preceding sentence, or upon the occurrence of any of the events described in clause (b) of the preceding sentence when so requested by the Majority Banks, the Agent may exercise all rights and remedies under any of the Loan Documents, and enforce all rights and remedies under any applicable law.

     Section 7.3 Offset. In addition to the remedies set forth in Section 7.2, upon the occurrence of any Event of Default and thereafter while the same be continuing, each Borrower hereby irrevocably authorizes each Bank to set off immediately, without any notice, any Obligations owed to such Bank against all deposits and credits of such Borrower with, and any and all claims of such Borrower against, such Bank. Such right shall exist whether or not such Bank shall have made any demand hereunder or under any other Loan Document, whether or not the Obligations, or any part thereof, or deposits and credits held for the account of the Borrowers is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Bank or the Banks. Each Bank agrees that, as promptly as is reasonably possible after the exercise of any such setoff right, it shall notify the Borrowers’ Agent of its exercise of such setoff right; provided, however, that the failure of any Bank to provide such notice shall not affect the validity of the exercise of such setoff rights. Nothing in this Agreement shall be deemed a waiver or prohibition of or restriction on any Bank to all rights of banker’s Lien, setoff and counterclaim available pursuant to law.

ARTICLE VIII
THE AGENT

     The following provisions shall govern the relationship of the Agent with the Banks.

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     Section 8.1 Appointment and Authorization. Each Bank appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such respective powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Neither the Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for any such Person’s own gross negligence or willful misconduct. The Agent shall act as an independent contractor in performing its obligations as Agent hereunder. The duties of the Agent shall be mechanical and administrative in nature, and nothing herein contained shall be deemed to create any fiduciary relationship among or between the Agent, any Borrower or the Banks.

     Section 8.2 Note Holders. The Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with it, signed by such payee and in form satisfactory to the Agent.

     Section 8.3 Consultation With Counsel. The Agent may consult with legal counsel selected by it and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

     Section 8.4 Loan Documents. The Agent shall not be responsible to any Bank for any recitals, statements, representations or warranties in any Loan Document or be under a duty to examine or pass upon the validity, effectiveness, genuineness or value of any of the Loan Documents or any other instrument or document furnished pursuant thereto, and the Agent shall be entitled to assume that the same are valid, effective and genuine and what they purport to be.

     Section 8.5 USBNA and Affiliates. With respect to its Commitments and the Loans made by it, USBNA shall have the same rights and powers under the Loan Documents as any other Bank and may exercise the same as though it were not the Agent consistent with the terms thereof, and USBNA and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers as if it were not the Agent.

     Section 8.6 Action by Agent. Except as may otherwise be expressly stated in this Agreement, the Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, the Loan Documents. The Agent shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to the Loan Documents or applicable law. The Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties and to be consistent with the terms of this Agreement.

     Section 8.7 Credit Analysis. Each Bank has made, and shall continue to make, its own independent investigation or evaluation of the operations, business, property and condition, financial and otherwise, of any Borrower in connection with entering into this Agreement and

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has made its own appraisal of the creditworthiness of each Borrower. Except as explicitly provided herein, the Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information with respect to such operations, business, property, condition or creditworthiness, whether such information comes into its possession on or before the first Event of Default or at any time thereafter.

     Section 8.8 Notices of Event of Default, Etc. In the event that the Agent shall have acquired actual knowledge of any Event of Default or Default, the Agent shall promptly give notice thereof to the Banks. The Agent shall not be deemed to have knowledge or notice of any Default or Event of Default, except with respect to actual defaults in the payment of principal, interest and fees required to be paid to the Agent for its own account or for the account of the Banks, unless the Agent shall have received written notice from a Bank or a Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.

     Section 8.9 Indemnification. Each Bank agrees to indemnify the Agent, as Agent (to the extent not reimbursed by the Borrowers), ratably according to such Bank’s share of the aggregate Commitments from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on or incurred by the Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Agent under the Loan Documents, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s or any of its director’s, officer’s or employee’s gross negligence or willful misconduct. No payment by any Bank under this Section shall relieve any Borrower of any of its obligations under this Agreement.

     Section 8.10 Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed promptly on the date of receipt thereof by the Agent among the Banks, in like currency and funds as received, ratably according to each Bank’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by the Borrowers or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Bank that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Bank in the proportion that the costs incurred by the Agent or such Bank bear to the total of all such costs incurred by the Agent and all Banks; (b) next to the Agent for the pro rata account of (i) the Banks (in accordance with their respective Total Percentages) for application on the Notes and (ii) the Rate Protection Providers (in accordance with their outstanding and owed Rate Protection Obligations) for application on the Rate Protection Agreements; (c) next to the Agent for the account of the Banks (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by the Borrowers hereunder; and (d) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

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     Section 8.11 Sharing of Payments. If any Bank shall receive and retain any payment, voluntary or involuntary, whether by setoff, application of deposit balance or security, or otherwise, in respect of Indebtedness under this Agreement or the Notes in excess of such Bank’s share thereof as determined under this Agreement, then such Bank shall purchase from the other Banks for cash and at face value and without recourse, such participation in the Notes held by such other Banks as shall be necessary to cause such excess payment to be shared ratably as aforesaid with such other Banks; provided, that if such excess payment or part thereof is thereafter recovered from such purchasing Bank, the related purchases from the other Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. Subject to the participation purchase obligation above, each Bank agrees to exercise any and all rights of setoff, counterclaim or banker’s lien first fully against any Notes and participations therein held by such Bank, next to any other Indebtedness of the Borrowers to such Bank arising under or pursuant to this Agreement and to any participations held by such Bank in Indebtedness of the Borrowers arising under or pursuant to this Agreement, and only then to any other Indebtedness of any Borrower to such Bank.

     Section 8.12 Advice to Banks. The Agent shall promptly forward to the Banks copies of all notices, financial reports and other communications received hereunder from the Borrowers by it as Agent, excluding, however, notices, reports and communications which by the terms hereof are to be furnished by the Borrowers directly to each Bank.

     Section 8.13 Defaulting Bank.

     (a) Remedies Against a Defaulting Bank. In addition to the rights and remedies that may be available to the Agent or the Borrowers’ Agent under this Agreement or applicable law, if at any time a Bank is a Defaulting Bank such Defaulting Bank’s right to participate in the administration of the Loans, this Agreement and the other Loan Documents, including any right to vote in respect of, to consent to or to direct any action or inaction of the Agent or to be taken into account in the calculation of the Majority Banks, shall be suspended while such Bank remains a Defaulting Bank. If a Bank is a Defaulting Bank because it has failed to make timely payment to the Agent of any amount required to be paid to the Agent hereunder (without giving effect to any notice or cure periods), in addition to other rights and remedies which the Agent or the Borrowers may have under the immediately preceding provisions or otherwise, the Agent shall be entitled (i) to collect interest from such Defaulting Bank on such delinquent payment for the period from the date on which the payment was due until the date on which the payment is made at the overnight Federal Funds rate, (ii) to withhold or setoff and to apply in satisfaction of the defaulted payment and any related interest, any amounts otherwise payable to such Defaulting Bank under this Agreement or any other Loan Document until such defaulted payment and related interest has been paid in full and such default no longer exists and (iii) to bring an action or suit against such Defaulting Bank in a court of competent jurisdiction to recover the defaulted amount and any related interest. Any amounts received by the Agent in respect of a Defaulting Bank’s Loans shall not be paid to such Defaulting Bank and shall be held uninvested by the Agent and either applied against the purchase price of such Loans under the following subsection (b) or paid to such Defaulting Bank upon the default of such Defaulting Bank being cured.

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     (b) Purchase from Defaulting Bank. Any Bank that is not a Defaulting Bank shall have the right, but not the obligation, in its sole discretion, to acquire all of a Defaulting Bank’s Commitments. If more than one Bank exercises such right, each such Bank shall have the right to acquire such proportion of such Defaulting Bank’s Commitments on a pro rata basis. Upon any such purchase, the Defaulting Bank’s interest in its Loans and its rights hereunder (but not its liability in respect thereof or under the Loan Documents or this Agreement to the extent the same relate to the period prior to the effective date of the purchase) shall terminate on the date of purchase, and the Defaulting Bank shall promptly execute all documents reasonably requested to surrender and transfer such interest to the purchaser thereof subject to and in accordance with the requirements set forth in 9.5, including an Assignment in form acceptable to the Agent. The purchase price for the Commitments of a Defaulting Bank shall be equal to the amount of the principal balance of the Loans outstanding and owed by the Borrowers to the Defaulting Bank. The purchaser shall pay to the Defaulting Bank in Immediately Available Funds on the date of such purchase the principal of and accrued and unpaid interest and fees on the Loans made by such Defaulting Bank hereunder (it being understood that such accrued and unpaid interest and fees may be paid pro rata to the purchasing Bank and the Defaulting Bank by the Agent at a subsequent date upon receipt of payment of such amounts from the Borrowers). Prior to payment of such purchase price to a Defaulting Bank, the Agent shall apply against such purchase price any amounts retained by the Agent pursuant to the last sentence of the immediately preceding subsection (a). The Defaulting Bank shall be entitled to receive amounts owed to it by the Borrowers under the Loan Documents which accrued prior to the date of the default by the Defaulting Bank, to the extent the same are received by the Agent from or on behalf of the Borrowers. There shall be no recourse against any Bank or the Agent for the payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.

     Section 8.14 Resignation. If at any time USBNA shall deem it advisable, in its sole discretion, it may submit to each of the Banks and the Borrowers’ Agent a written notification of its resignation as Agent under this Agreement, such resignation to be effective upon the appointment of a successor Agent, but in no event later than 30 days from the date of such notice. Upon submission of such notice, the Majority Banks may appoint a successor Agent. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Majority Banks appoint a successor agent as provided for above.

ARTICLE IX
MISCELLANEOUS

     Section 9.1 Modifications. Notwithstanding any provisions to the contrary herein, any term of this Agreement may be amended with the written consent of the Borrowers’ Agent;

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provided that no amendment, modification or waiver of any provision of this Agreement or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Majority Banks, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the purpose for which given. (The Agent may enter into amendments or modifications of, and grant consents and waivers to departure from the provisions of, those Loan Documents to which the Banks are not signatories without the Banks joining therein, provided the Agent has first obtained the separate prior written consent to such amendment, modification, consent or waiver from the Majority Banks.) Notwithstanding the forgoing, no such amendment, modification, waiver or consent shall:

     (i) reduce the rate or extend the time of payment of interest on any Loan, or reduce the amount of the principal thereof, or modify any of the provisions of any Note with respect to the payment or repayment thereof, without the consent of all the Banks ; or

     (ii) increase the amount or extend the time of any Commitment of any Bank, without the consent of all the Banks; or

     (iii) reduce the rate or extend the time of payment of any fee payable to a Bank, without the consent of all the Banks; or

     (iv) except as may otherwise be expressly provided in any of the other Loan Documents, release any material portion of collateral securing, or any guaranties for, all or any part of the Obligations without the consent of all the Banks; or

     (v) amend or modify the definition of Majority Banks or otherwise reduce the percentage of the Banks required to approve or effectuate any such amendment, modification, waiver, or consent, without the consent of all the Banks; or

     (vi) amend, modify or waive any of the foregoing Section 9.1(i) through Section 9.1(v) or this Section 9.1(vi) without the consent of all the Banks; or

     (vii) amend, modify or waive any provision of this Agreement relating to the Agent in its capacity as Agent without the consent of the Agent; or

     (viii) amend or modify clause (f) of the definition of Permitted Acquisitions without the consent of all of the Banks; or

     (ix) amend or modify any of Section 2.13(c); or

     (x) amend, modify or waive any provision of this Agreement relating to the issuance of Letters of Credit without the consent of the Majority Banks and the LC Bank.

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     Section 9.2 Expenses. Whether or not the transactions contemplated hereby are consummated, the Borrowers agree to reimburse the Agent upon demand for all reasonable out-of-pocket expenses paid or incurred by the Agent (including filing and recording costs and fees and expenses of Dorsey & Whitney LLP, counsel to the Agent) in connection with the syndication, negotiation, preparation, approval, review, execution, delivery, administration, amendment, modification and interpretation of this Agreement and the other Loan Documents and any commitment letters relating thereto. The Borrowers shall also reimburse the Agent and each Bank upon demand for all reasonable out-of-pocket expenses (including expenses of legal counsel) paid or incurred by the Agent or any Bank in connection with the collection and enforcement of this Agreement and any other Loan Document. The obligations of the Borrowers under this Section shall survive any termination of this Agreement.

     Section 9.3 Waivers, etc. No failure on the part of the Agent or the holder of a Note to exercise and no delay in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. The remedies herein and in the other Loan Documents provided are cumulative and not exclusive of any remedies provided by law.

     Section 9.4 Notices. Except when telephonic notice is expressly authorized by this Agreement, any notice or other communication to any party in connection with this Agreement shall be in writing and shall be sent by manual delivery, facsimile transmission, overnight courier or United States mail (postage prepaid) addressed to such party at the address specified on the signature page hereof, or at such other address as such party shall have specified to the other party hereto in writing. All periods of notice shall be measured from the date of delivery thereof if manually delivered, from the date of sending thereof if sent by facsimile transmission, from the first Business Day after the date of sending if sent by overnight courier, or from four days after the date of mailing if mailed; provided, however, that any notice to the Agent or any Bank under Article II hereof shall be deemed to have been given only when received by the Agent or such Bank.

     Section 9.5 Successors and Assigns; Participations; Purchasing Banks.

     (a) This Agreement shall be binding upon and inure to the benefit of the Borrowers, the Agent, the Banks, all future holders of the Notes, and their respective successors and assigns, except that the Borrowers may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of the Majority Banks.

     (b) Any Bank may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions (“Participants”) participating interests in a minimum amount of $5,000,000 in any Revolving Loan or any Term Loan or other Obligation owing to such Bank, any Revolving Note or any Term Note held by such Bank, and any Commitment of such Bank, or any other interest of such Bank hereunder. In the event of any such sale by any Bank of participating interests to a Participant, (i) such Bank’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Bank

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shall remain solely responsible for the performance thereof, (iii) such Bank shall remain the holder of any such Revolving Note or any such Term Note for all purposes under this Agreement, (iv) the Borrowers, the Borrowers’ Agent and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (v) the agreement pursuant to which such Participant acquires its participating interest herein shall provide that such Bank shall retain the sole right and responsibility to enforce the Obligations, including the right to consent or agree to any amendment, modification, consent or waiver with respect to this Agreement or any other Loan Document, provided that such agreement may provide that such Bank will not consent or agree to any such amendment, modification, consent or waiver without the prior consent of such Participant; provided, however, that each Participant shall be bound by Section 9.6 as if it was a Bank. Each Borrower agrees that if amounts outstanding under this Agreement, the Revolving Notes, the Term Notes and the Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Revolving Note, any Term Note or other Loan Document to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement or any Revolving Note, any Term Note or other Loan Document; provided, that such right of setoff shall be subject to the obligation of such Participant to share with the Banks, and the Banks agree to share with such Participant, as provided in Section 9.11. Each Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.23, 2.24, 2.25 and 2.26 (and subject to the provisions of Section 2.29) with respect to its participation in the Commitments and Loans; provided, that no Participant shall be entitled to receive any greater amount pursuant to such subsections than the transferor Bank would have been entitled to receive in respect of the amount of the participation transferred by such transferor Bank to such Participant had no such transfer occurred.

     (c) Each Bank may, from time to time, with the consent of the Agent and the Borrowers’ Agent (neither of which consents shall be unreasonably withheld or delayed; and if an Event of Default shall have occurred and be continuing, then consent of the Borrowers’ Agent shall not be required), assign to other Eligible Assignees all or part of its rights or obligations hereunder or under any Loan Document in a minimum amount of $5,000,000 evidenced by any Revolving Note then held by that Bank, together with equivalent proportions of its Revolving Commitment, any Term Note then held by that Bank, its Term Loan Commitment or Incremental Term Loan Commitment, as applicable, pursuant to written agreements executed by such assigning Bank, such Eligible Assignee(s), the Borrowers and the Agent in substantially the form of Exhibit C, which agreements shall specify in each instance the portion of the Obligations evidenced by the Revolving Notes and Term Notes which is to be assigned to each Assignee and the portion of the Commitments of such Bank to be assumed by each Assignee (each, an “Assignment Agreement”); provided, however, that, except in the case of an assignment by a Bank to one of its Affiliates, the assigning Bank or the Eligible Assignee must pay to the Agent a processing and recordation fee of $3,500 per assignment. Upon the execution of each Assignment Agreement by the assigning Bank, the relevant Eligible

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Assignee, the Borrowers and the Agent, payment to the assigning Bank by such Eligible Assignee of the purchase price for the portion of the Obligations being acquired by it and receipt by the Borrowers’ Agent of a copy of the relevant Assignment Agreement, (x) such Eligible Assignee shall thereupon become a “Bank” for all purposes of this Agreement with a pro rata share of the Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank under this Agreement, (y) such assigning Bank shall have no further liability for funding the portion of its Commitment assumed by such Eligible Assignee and (z) the address for notices to such Eligible Assignee shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of each Assignment Agreement, the assigning Bank shall surrender to the Agent the Revolving Note and Term Note a portion of which is being assigned, and the Borrowers shall execute and deliver a Revolving Note and Term Note to the Eligible Assignee in the amount of its Revolving Commitment, Term Loan Commitment or Incremental Term Loan Commitment, respectively and as applicable, and a new Revolving Note and Term Note to the assigning Bank in the amount of its Revolving Commitment, Term Loan Commitment or Incremental Term Loan Commitment, respectively and as applicable, after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Revolving Notes” and “Term Notes” for all purposes of this Agreement and of the other Loan Documents.

     (d) The Borrowers shall not be liable for any costs incurred by any Bank in effecting any participation or assignment under subparagraph (b) or (c) of this subsection.

     (e) Each Bank may disclose to any Eligible Assignee or Participant and to any prospective Assignee or Participant any and all financial information in such Bank’s possession concerning the Borrowers which has been delivered to such Bank by or on behalf of the Borrowers pursuant to this Agreement or which has been delivered to such Bank by or on behalf of the Borrowers in connection with such Bank’s credit evaluation of such Borrower prior to entering into this Agreement, provided that prior to disclosing such information, such Bank shall first obtain the agreement of such prospective Eligible Assignee or Participant to comply with the provisions of Section 9.6.

     (f) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any note held by it in favor of any federal reserve bank in accordance with Regulation A of the Board or U. S. Treasury Regulation 31 CFR § 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law; provided, however, that the creation of such security interest or pledge shall not by itself relieve such Banks from its obligations hereunder.

     Section 9.6 Confidentiality of Information. The Agent and each Bank shall use reasonable efforts to assure that information about the Borrowers and their operations, affairs and financial condition, not generally disclosed to the public or to trade and other creditors, which is furnished to or obtained by the Agent or such Bank pursuant to the provisions hereof is used only for the purposes of this Agreement and any other relationship between such Bank and any

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Borrower and shall not be divulged to any Person other than the Banks, their Affiliates and their respective officers, directors, employees and agents, except: (a) to their attorneys and accountants, (b) in connection with the enforcement of the rights of the Agent and the Banks hereunder and under the Loan Documents or otherwise in connection with applicable litigation, (c) in connection with assignments and participations and the solicitation of prospective assignees and participants referred to in the immediately preceding Section, (d) if such information is generally available to the public other than as a result of disclosure by the Agent or any Bank, (e) to any direct or indirect contractual counterparty in any hedging arrangement or such contractual counterparty’s professional advisor, (f) to any nationally recognized rating agency that requires information about any Bank’s investment portfolio in connection with ratings issued with respect to such Bank, and (g) as may otherwise be required or requested by any regulatory authority having jurisdiction over the Agent or any Bank or by any applicable law, rule, regulation or judicial process, the opinion of any Bank’s counsel concerning the making of such disclosure to be binding on the parties hereto. No Bank shall incur any liability to the Borrowers by reason of any disclosure permitted by this Section. Notwithstanding anything herein to the contrary, confidential information shall not include, and the Agent and each Bank may disclose to any and all Persons, without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Agent or such Bank relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that related to the tax treatment or tax structure of the Loans, Letters of Credit and transactions contemplated hereby.

     Section 9.7 Governing Law and Construction. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT AND THE NOTES 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 the other Loan 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 and valid under such applicable law, but, if any provision of this Agreement, the other Loan Documents 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, the other Loan Documents or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto.

     Section 9.8 Consent to Jurisdiction. AT THE OPTION OF THE AGENT, THIS AGREEMENT AND THE OTHER BORROWER LOAN DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY; AND EACH BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE

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IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT ANY BORROWER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE AGENT AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

     Section 9.9 Waiver of Jury Trial. EACH BORROWER, THE AGENT AND EACH BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     Section 9.10 Survival of Agreement. All representations, warranties, covenants and agreement made by each Borrower herein or in the other Borrower Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be deemed to have been relied upon by the Banks and shall survive the making of the Loans by the Banks and the execution and delivery to the Banks by the Borrowers of the Notes, regardless of any investigation made by or on behalf of the Banks, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and so long as the Commitments have not been terminated; provided, however, that the obligations of the Borrowers under Sections 9.2, and 9.11 shall survive payment in full of the Obligations and the termination of the Commitments.

     Section 9.11 Indemnification. The Borrowers hereby agree to defend, protect, indemnify and hold harmless the Agent, the Banks and their respective Affiliates and the directors, officers, employees, attorneys and agents of the Agent, the Banks and their respective Affiliates (each of the foregoing being an “Indemnitee” and all of the foregoing being collectively the “Indemnitees”) from and against any and all claims, actions, damages, liabilities, judgments, costs and expenses (including all reasonable fees and disbursements of counsel which may be incurred in the investigation or defense of any matter) imposed upon, incurred by or asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise:

     (a) by reason of, relating to or in connection with the execution, delivery, performance or enforcement of any Loan Document, any commitments relating thereto, or any transaction contemplated by any Loan Document; or

     (b) by reason of, relating to or in connection with any credit extended or used under the Loan Documents or any act done or omitted by any Person, or the exercise of any rights or remedies thereunder, including the acquisition of any collateral by the Banks by way of foreclosure of the Lien thereon, deed or bill of sale in lieu of such foreclosure or otherwise;

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provided, however, that the Borrowers shall not be liable to any Indemnitee for any portion of such claims, damages, liabilities and expenses resulting from such Indemnitee’s (or any of such Indemnitee’s directors’, officers’, employees’, attorneys’ or agents’) gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law.

     This indemnification applies to any act, omission, event or circumstance existing or occurring on or prior to the later of the Term Loan Termination Date or the date of payment in full of the Obligations, including specifically Obligations arising under clause (b) of this Section. The indemnification provisions set forth above shall be in addition to any liability the Borrowers may otherwise have. Without prejudice to the survival of any other obligation of the Borrowers hereunder the indemnities and obligations of the Borrowers contained in this Section shall survive the payment in full of the other Obligations.

     Section 9.12 Captions. The captions or headings herein and any table of contents hereto are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Agreement.

     Section 9.13 Entire Agreement. This Agreement and the other Borrower Loan Documents embody the entire agreement and understanding between the Borrowers, the Agent and the Banks with respect to the subject matter hereof and thereof. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof (including any term sheet relating to the financing provided herein). Nothing contained in this Agreement or in any other Loan Document, expressed or implied, is intended to confer upon any Persons other than the parties hereto any rights, remedies, obligations or liabilities hereunder or thereunder.

     Section 9.14 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.

     Section 9.15 Borrower Acknowledgements. Each Borrower hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (b) neither the Agent nor any Bank has any fiduciary relationship to such Borrower, the relationship being solely that of debtor and creditor, (c) no joint venture exists between such Borrower and the Agent or any Bank, and (d) neither the Agent nor any Bank undertakes any responsibility to such Borrower to review or inform such Borrower of any matter in connection with any phase of the business or operations of such Borrower and such Borrower shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to, the Borrowers by the Agent or any Bank is for the protection of the Banks and neither such Borrower nor any third party is entitled to rely thereon.

     Section 9.16 Appointment of and Acceptance by Borrowers’ Agent. Each Borrower hereby appoints and authorizes the Borrowers’ Agent to take such action as its agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Borrowers’ Agent

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by the terms thereof, together with such power that are reasonably incidental thereto, and Dolan Media Company hereby accepts such appointment.

     Section 9.17 Automatic Debit of Fees. Each Borrower hereby authorizes the Agent to automatically debit any operating account held by such Borrower at USBNA for any interest, fees or charges due and payable by any Borrower from time to time hereunder or any other Loan Document.

     Section 9.18 Relationship Among Borrowers.

     (a) JOINT AND SEVERAL LIABILITY. EACH BORROWER AGREES THAT IT IS LIABLE, JOINTLY AND SEVERALLY WITH EACH OTHER BORROWER, FOR THE PAYMENT OF ALL OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THAT THE BANKS AND THE AGENT CAN ENFORCE SUCH OBLIGATIONS AGAINST ANY OR ALL BORROWERS, IN THE BANKS’ AND THE AGENT’S SOLE AND UNLIMITED DISCRETION.

     (b) Waivers of Defenses. The obligations of the Borrowers hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations (except for contingent indemnity and other contingent Obligations not yet due and payable) at a time after any obligation of the Banks hereunder to make the Term Loans and Revolving Loans and of the Agent to issue Letters of Credit shall have expired or been terminated and all outstanding Letters of Credit shall have expired or the liability of the Agent thereon shall have otherwise been discharged. The purpose and intent of this Agreement is that the Obligations constitute the direct and primary obligations of each Borrower and that the covenants, agreements and all obligations of each Borrower hereunder be absolute, unconditional and irrevocable. Each Borrower shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.

     (c) Other Transactions. The Banks and the Agent are expressly authorized to exchange, surrender or release with or without consideration any or all collateral and security which may at any time be placed with it by the Borrowers or by any other Person on behalf of the Borrowers, or to forward or deliver any or all such collateral and security directly to the Borrowers for collection and remittance or for credit. No invalidity, irregularity or unenforceability of any security for the Obligations or other recourse with respect thereto shall affect, impair or be a defense to the Borrowers’ obligations under this Agreement. The liabilities of each Borrower hereunder shall not be affected or impaired by any failure, delay, neglect or omission on the part of any Bank or the Agent to realize upon any of the Obligations of any other Borrower to the Banks or the Agent, or upon any collateral or security for any or all of the Obligations, nor by the taking by any Bank or the Agent of (or the failure to take) any guaranty or guaranties to secure the

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Obligations, nor by the taking by any Bank or the Agent of (or the failure to take or the failure to perfect its security interest in or other lien on) collateral or security of any kind. No act or omission of any Bank or the Agent, whether or not such action or failure to act varies or increases the risk of, or affects the rights or remedies of a Borrower, shall affect or impair the obligations of the Borrowers hereunder.

     (d) Actions Not Required. Each Borrower, to the extent permitted by applicable law, hereby waives any and all right to cause a marshaling of the assets of any other Borrower or any other action by any court or other governmental body with respect thereto or to cause any Bank or the Agent to proceed against any security for the Obligations or any other recourse which any Bank or the Agent may have with respect thereto and further waives any and all requirements that any Bank or the Agent institute any action or proceeding at law or in equity, or obtain any judgment, against any other Borrower or any other Person, or with respect to any collateral security for the Obligations, as a condition precedent to making demand on or bringing an action or obtaining and/or enforcing a judgment against, such Borrower under this Agreement.

     (e) No Subrogation. Notwithstanding any payment or payments made by any Borrower hereunder or any setoff or application of funds of any Borrower by any Bank or the Agent, such Borrower shall not be entitled to be subrogated to any of the rights of any Bank or the Agent against any other Borrower or any other guarantor or any collateral security or guaranty or right of offset held by any Bank or the Agent for the payment of the Obligations, nor shall such Borrower seek or be entitled to seek any contribution or reimbursement from any other Borrower or any other guarantor in respect of payments made by such Borrower hereunder, until all amounts owing to the Banks and the Agent by the Borrowers on account of the Obligations are irrevocably paid in full. If any amount shall be paid to a Borrower on account of such subrogation rights at any time when all of the Obligations shall not have been irrevocably paid in full, such amount shall be held by that Borrower in trust for the Banks and the Agent, segregated from other funds of that Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Agent in the exact form received by the Borrower (duly indorsed by the Borrower to the Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Agent may determine.

     (f) Application of Payments. Any and all payments upon the Obligations made by the Borrowers or by any other Person, and/or the proceeds of any or all collateral or security for any of the Obligations, may be applied by the Banks on such items of the Obligations as the Banks may elect.

     (g) Recovery of Payment. If any payment received by the Banks or the Agent and applied to the Obligations is subsequently set aside, recovered, rescinded or required to be returned for any reason (including the bankruptcy, insolvency or reorganization of a Borrower or any other obligor), the Obligations to which such payment was applied shall, to the extent permitted by applicable law, be deemed to have continued in existence, notwithstanding such application, and each Borrower shall be jointly and severally liable for such Obligations as fully as if such application had never been made. References in this Agreement to amounts “irrevocably paid” or to “irrevocable payment” refer to

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payments that cannot be set aside, recovered, rescinded or required to be returned for any reason.

     (h) Borrowers’ Financial Condition. Each Borrower is familiar with the financial condition of the other Borrowers, and each Borrower has executed and delivered this Agreement based on that Borrower’s own judgment and not in reliance upon any statement or representation of the Banks or the Agent. The Banks and the Agent shall have no obligation to provide any Borrower with any advice whatsoever or to inform any Borrower at any time of any Bank’s actions, evaluations or conclusions on the financial condition or any other matter concerning the Borrowers.

     (i) Bankruptcy of the Borrowers. Each Borrower expressly agrees that, to the extent permitted by applicable law, the liabilities and obligations of that Borrower under this Agreement shall not in any way be impaired or otherwise affected by the institution by or against any other Borrower or any other Person of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other similar proceedings for relief under any bankruptcy law or similar law for the relief of debtors and that any discharge of any of the Obligations pursuant to any such bankruptcy or similar law or other law shall not diminish, discharge or otherwise affect in any way the obligations of that Borrower under this Agreement, and that upon the institution of any of the above actions, such obligations shall be enforceable against that Borrower.

     (j) Limitation; Insolvency Laws. As used in this Section 9.18(j): (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance granted by any Borrower securing the Obligations, in whole or in part. Notwithstanding any other provision of this Agreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to any Borrower, this Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Agreement and each such Specified Lien shall be valid and enforceable against such Borrower, only to the maximum extent that would not cause this Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Banks or the Agent on the Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Agreement as limited shall in all events remain in full force and effect and be fully enforceable against such Borrower. This Section is intended solely to reserve the rights of the Banks and the Agent hereunder against each Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Borrowers, any guarantor of the Obligations nor any other Person shall have

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any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

     Section 9.19 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Bank holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Bank in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Bank.

     Section 9.20 Effect of Existing Credit Agreement and Existing Security Documents.

     (a) Existing Credit Agreement. This Agreement amends and restates the Existing Credit Agreement in its entirety, provided that obligations of the Borrowers incurred under the Existing Credit Agreement, excluding the commitments of the Banks thereunder, which shall terminate as of the Closing Date, shall continue under this Agreement, and shall not in any circumstances be terminated, extinguished or discharged hereby or thereby but shall hereafter be governed by the terms of this Agreement.

     (b) Existing Security Documents. The Obligations hereunder are and continue to be secured by the security interest granted by the Borrowers in favor of the Agent and the Banks under the Existing Security Documents, and all terms, conditions, provisions, agreements, requirements, premises, obligations, duties, covenants and representations of the Borrowers under such documents are hereby ratified and affirmed in all respects.

[Remainder of page intentionally left blank.]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date 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 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 J. POLLEI Scott Pollei
	Vice President

Address for all Borrowers
for purposes of notice:

1200 Baker Building
706 Second Avenue South
Minneapolis, MN 55402
Fax: (612) 321-0563
Attention: Scott Pollei

S-1

U.S. BANK NATIONAL ASSOCIATION, as Agent and as a Bank
By:	/s/ MICHAEL J. STALOCH Michael J. Staloch, Senior Vice President

Address:
800 Nicollet Mall
Minneapolis, Minnesota 55402
Fax: (612) 303-2264
Attention: Michael J. Staloch (BC-MN-HO3P)

S-2

LASALLE BANK NATIONAL ASSOCIATION
By:	/s/ BRADLEY R. SPRANG
Name:	Bradley R. Sprang
Title:	First Vice President

Address:
3500 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
Fax: (612) 752-9881
Attention: Peter Pricco

S-3

ASSOCIATED BANK NATIONAL ASSOCIATION
By:	/s/ NICHOLAS G. MYERS
Name:	Nicholas G. Myers
Title:	Vice President — Corporate Banking

Address:
200 North Adams Street
Green Bay, WI 54301
Fax: (612) 338-3950
Attention: Paul Way

S-4

BANK OF THE WEST
By:	/s/ ANDREW GASPARD
Name:	Andrew Gaspard
Title:	Vice President

Address:
250 Marquette Avenue, Suite 575
Minneapolis, MN 55401
Fax: (612) 339-6362
Attention: Andrew Gaspard

S-5

COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH
By:	/s/ LAURIE BLAZEK
Name:	Laurie Blazek
Title:	Executive Director
By:	/s/ ANDREW SHERMAN
Name:	Andrew Sherman
Title:	Executive Director

Address:
123 North Wacker Drive
Suite 2100
Chicago, IL 60606
Fax: (312) 408-8250
Attention: Laurie Blazek

S-6

KEYBANK N.A.
By:	/s/ DAVID A. WILD
Name:	David A. Wild
Title:	Vice President

Address:
127 Public Square
Cleveland, OH 44114
Fax: (216) 689-4666
Attention: David Wild

S-7

COMERICA BANK
By:	/S/ KENT K. TAKACS
Name:	Kent K. Takacs
Title:	Vice President

Address:
500 Woodward – MC3244
Detroit, MI 48226
Fax: (313) 222-9011
Attention: Kent Takacs

S-8

EXHIBIT A TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

Form of
REVOLVING NOTE

$_____	[___], 2007
	Minneapolis, Minnesota

FOR VALUE RECEIVED, 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, hereby jointly and severally promise to pay to the order of [___] (the “Bank”) at the main office of U.S. Bank National Association in Minneapolis, Minnesota, in lawful money of the United States of America in Immediately Available Funds (as such term and each other capitalized term used herein are defined in the Credit Agreement hereinafter referred to) on the Revolving Loan Termination Date the principal amount of ____ AND NO/100 DOLLARS ($_____) or, if less, the aggregate unpaid principal amount of all Revolving Loan Advances made by the Bank under the Credit Agreement, and to pay interest (computed on the basis of actual days elapsed and a year of 360 days) in like funds on the unpaid principal amount hereof from time to time outstanding at the rates and times set forth in the Credit Agreement.

This note is one of the Revolving Notes referred to in the Second Amended and Restated Credit Agreement dated as of August 8, 2007 (as the same may hereafter be from time to time amended, restated or otherwise modified, the “Credit Agreement”) among the undersigned, the Bank and other banks named therein. This note is secured and its maturity is subject to acceleration, in each case upon the terms provided in said Credit Agreement.

In the event of default hereunder, the undersigned agrees to pay all costs and expenses of collection, including reasonable attorneys’ fees. The undersigned waives demand, presentment, notice of nonpayment, protest, notice of protest and notice of dishonor.

THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

DOLAN MEDIA COMPANY
By:
	Name:
	Title:
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:
	Name:
	Title:

A-2

EXHIBIT B TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

Form of
TERM NOTE

$_____	[___], 2007
	Minneapolis, Minnesota

FOR VALUE RECEIVED, 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., (f/k/a MISSOURI LAWYERS MEDIA, 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, hereby jointly and severally promise to pay to the order of [___] (the “Bank”) at the main office of U.S. Bank National Association in Minneapolis, Minnesota, in lawful money of the United States of America in Immediately Available Funds (as such term and each other capitalized term used herein are defined in the Credit Agreement hereinafter referred to) the principal amount of _____ AND NO/100 DOLLARS ($____) and to pay interest (computed on the basis of actual days elapsed and a year of 360 days) in like funds on the unpaid principal amount hereof from time to time outstanding at the rates and times set forth in the Credit Agreement.

The principal hereof is payable as set forth in the Credit Agreement.

This note is one of the Term Notes referred to in the Second Amended and Restated Credit Agreement dated as of August 8, 2007 (as the same may hereafter be from time to time amended, restated or otherwise modified, the “Credit Agreement”) among the undersigned, the Bank and the others banks named therein. This note is secured and its maturity is subject to acceleration, in each case upon the terms provided in said Credit Agreement.

B-1

THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.

DOLAN MEDIA COMPANY
By:
	Name:
	Title:
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:
	Name:
	Title:

B-2

EXHIBIT C TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

Form of
ASSIGNMENT AGREEMENT

ASSIGNMENT AGREEMENT, dated as of                              200   , among  _____  (the “Transferor Bank”),  _____  (the “Purchasing Bank”), 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, a “Borrower” and, collectively, the “Borrowers”) and U.S. BANK NATIONAL ASSOCIATION, as Agent for the Banks under the Credit Agreement described below (in such capacity, the “Agent”).

W I T N E S S E T H

WHEREAS, this Assignment Agreement is being executed and delivered in accordance with subsection 9.5(c) of the Second Amended and Restated Credit Agreement, dated as of August 8, 2007, among the Borrowers, the Transferor Bank, the other Banks party thereto, and the Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Credit Agreement”; terms defined therein being used herein as therein defined);

WHEREAS, the Purchasing Bank (if it is not already a Bank party to the Credit Agreement) wishes to become a Bank party to the Credit Agreement; and

WHEREAS, the Transferor Bank is selling and assigning to the Purchasing Bank rights, obligations and commitments under the Credit Agreement;

C-1

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Upon the execution and delivery of this Assignment Agreement by the Purchasing Bank, the Transferor Bank, the Agent, and the Borrowers, the Purchasing Bank [shall be] [shall continue to be] a Bank party to the Credit Agreement for all purposes thereof.

2. Effective on                              , 200     (the “Effective Date”), the Transferor Bank hereby sells and assigns to the Purchasing Bank a portion of its Revolving Commitment Amount equal to $                    , and a portion of its [Term Loan] [Incremental Term Loan] Commitment Amount equal to $                   (collectively, the “Assignment Amounts”) [assignment must cover equal percentages of all facilities], and corresponding portions of the principal amount of and all interest accrued on its Loans outstanding under the Credit Agreement. Together with the Assigned Amounts, the Transferor Bank hereby assigns to the Purchasing Bank a pro rata share of the Transferor Bank’s interest as a Bank in the Loan Documents (the Assigned Amounts, such Loans and such interest in the Loan Documents being hereinafter referred to as the “Assigned Interest”). The Purchasing Bank hereby assumes the Assigned Amounts and the Transferor Bank’s related obligations under the Loan Documents.

3. On the Effective Date, the Purchasing Bank shall pay to the Transferor Bank a purchase price (the “Purchase Price”) equal to the outstanding principal amount of the Loans included in the Assigned Interest as of the day preceding the Effective Date. The Transferor Bank acknowledges receipt from the Purchasing Bank of an amount equal to the Purchase Price.

4. All interest and Revolving Commitment Fees accrued on the Assigned Interest for the billing period in which the Effective Date falls shall be paid to the Agent as provided in the Credit Agreement, and distributed by the Agent (a) with respect to amounts accrued before the Effective Date, to the Transferor Bank and (b) with respect to amounts accrued on or after the Effective Date, to the Purchasing Bank. The Transferor Bank has made arrangements with the Purchasing Bank with respect to the portion, if any, to be paid by the Transferor Bank to the Purchasing Bank of other fees heretofore received by the Transferor Bank pursuant to the Credit Agreement.

5. Subject to the provisions of paragraph 4 above, from and after the Effective Date, principal, interest, fees and other amounts that would otherwise be payable to or for the account of the Transferor Bank pursuant to the Credit Agreement and the other Loan Documents in respect of the Assigned Interest shall, instead, be payable to or for the account of the Purchasing Bank pursuant to the Credit Agreement. Each time the Banks are asked, from and after the Effective Date, to make Revolving Loans or otherwise extend credit under the Loan Documents, the Agent shall advise the Purchasing Bank, as provided in the Credit Agreement, of the request, and the Purchasing Bank shall be solely responsible for making a Revolving Loan or otherwise extending credit in accordance with its Assigned Interest.

6. Concurrently with the execution and delivery hereof, (i) the Borrowers, the Transferor Bank and the Purchasing Bank shall make appropriate arrangements so that a replacement Revolving Note and a replacement Term Note are issued to the Transferor Bank (unless it has transferred its entire Commitments), and a new Revolving Note and a new Term Note are issued to the Purchasing Bank, in each case in principal amounts reflecting, in accordance with the Credit Agreement, their Revolving Commitments (as adjusted pursuant to this Assignment Agreement) and [the outstanding principal balance of their Term Loan], which shall be equal percentages of such Revolving Commitment Amount and the Term Loan, (ii) as and to the extent provided in the Credit Agreement, the Agent shall prepare and distribute to the Borrower and the Banks a revised schedule of the Commitments, Loans and credit percentages of each Bank, after giving effect to the assignment of the Assigned Interest, and (iii) the Transferor Bank shall pay to the Agent a processing and recordation fee of $3,500.

C-2

7. The Transferor Bank (a) represents and warrants to the Purchasing Bank that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (b) represents and warrants to the Purchasing Bank that the copies of the Loan Documents and the related agreements, certificates, opinion and letters previously delivered to the Purchasing Bank are true and correct copies of the Loan Documents and related agreements, certificates, opinion and letters executed by and/or delivered in connection with the closing of the credit facility contemplated by the Credit Agreement; (c) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any of the Loan Documents or any other instrument or document furnished pursuant thereto; and (d) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, or the performance or observance by the Borrower or any other Person of any of their respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto.

8. The Purchasing Bank (a) confirms to the Transferor Bank and the Agent that it has received a copy of the Loan Documents together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) acknowledges that it has, independently and without reliance upon the Transferor Bank, the Agent or any Bank and instead in reliance upon its own review of such documents and information as the Purchasing Bank deemed appropriate, made its own credit analysis and decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Transferor Bank, the Agent or any Bank, and based on such documents and information as the Purchasing Bank shall deem appropriate at the time, continue to make its own credit decision in taking or not taking action under the Loan Documents; and (c) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by the Purchasing Bank as a Bank under the Credit Agreement.

9. The Transferor Bank and the Purchasing Bank each individually represents and warrants that (a) it is validly existing and in good standing and has all requisite power to enter into this Agreement and to carry out the provisions hereof and has duly authorized the execution and delivery of this Agreement; (b) the execution and delivery of this Agreement and the performance of the obligations hereunder do not violate any provision of law, any order, rule or regulation of any court or governmental agency or its charter, articles of incorporation or bylaws or constitute a default under any agreement or other instrument to which it is a party or by which it is bound; and (c) it has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

C-3

10. Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment Agreement.

11. The address for notices to the Purchasing Bank as well as administrative information with respect to the Purchasing Bank is as set out below:

12. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MINNESOTA.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers as of the date first set forth above.

, Transferor Bank
By:
	Name:
	Title:
, as Purchasing Bank
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION, as Agent
By:
	Name:
	Title:

C-4

[Consented and] Acknowledged:
DOLAN MEDIA COMPANY, as Borrowers’ Agent
By:
	Name:
	Title:

C-5

EXHIBIT D TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

[FORM OF COMPLIANCE CERTIFICATE]

To: U.S. Bank National Association:

THE UNDERSIGNED HEREBY CERTIFIES THAT:

(1) I am the duly elected chief financial officer of Dolan Media Company (the “Borrowers’ Agent”);

(2) I have reviewed the terms of the Second Amended and Restated Credit Agreement dated as of August 8, 2007 among the Borrowers (as defined in said Agreement), U.S. Bank National Association and certain Banks named therein (the “Credit Agreement”) and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrowers during the accounting period covered by the Attachment hereto;

(3) The examination described in paragraph (2) did not disclose, and I have no knowledge, whether arising out of such examinations or otherwise, of the existence of any condition or event which constitutes a Default or an Event of Default (as such terms are defined in the Credit Agreement) during or at the end of the accounting period covered by the Attachment hereto or as of the date of this Certificate, except as described below (or on a separate attachment to this Certificate). The exceptions listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrowers have taken, is taking or proposes to take with respect to each such condition or event are as follows:

(4) The computations of the ratios and/or financial restrictions set forth on the Attachment are true and correct as of the end of the accounting period covered by such Attachment.

The foregoing certification, together with the computations in the Attachment hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this                      day of                                         ,                      pursuant to Section 5.1(d) of the Credit Agreement.

DOLAN MEDIA COMPANY, as Borrowers’ Agent
By:
	Name:
	Title:

C-6

ATTACHMENT TO COMPLIANCE CERTIFICATE
AS OF ______________, ____WHICH PERTAINS
TO THE PERIOD FROM ________________, ______
TO ________________, _______

Fixed Charge Coverage Ratio (Minimum 1.20 to 1.00)	_______ to 1.00
(Section )
Senior Leverage Ratio (Maximum 4.50 to 1.00)	_______ to 1.00
(Section 6.18)

The computations with respect to the foregoing are set forth on the attached spreadsheet.

C-7

EXHIBIT E TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

Form of
COLLATERAL ASSIGNMENT (TRADEMARKS)

This COLLATERAL ASSIGNMENT (TRADEMARKS) (the “Assignment”), dated as of  _____,  _____, made and given by DOLAN MEDIA COMPANY, a corporation organized under the laws of the State of Delaware (the “Assignor”), to U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Agent (in such capacity, together with any successor in such capacity, the “Assignee”) for the banks (the “Banks”) party to the Credit Agreement described below.

RECITALS

A. The Assignor, the Assignee, the other Borrowers party thereto and the Banks have entered into a Second Amended and Restated Credit Agreement dated August 8, 2007 (as amended, supplemented, extended, restated, or otherwise modified from time to time, the “Credit Agreement”) pursuant to which the Banks have agreed to extend certain credit accommodations to the Assignor under the terms and conditions set forth therein (all terms capitalized and used herein without being defined shall have the meaning given them in the Credit Agreement).

B. To secure all the liabilities and obligations of the Assignor to the Assignee and the Banks arising under the Credit Agreement, including, without limitation, all “Obligations” (as defined in the Credit Agreement) of Assignor to Assignee, the Banks and/or the “Rate Protection Providers” (as defined in the Credit Agreement), whether now existing or hereafter arising (the “Liabilities”), the Assignor has pledged and granted to the Assignee a security interest in the property described in a Security Agreement of even date herewith (the “Security Agreement”) by and between Assignor and Assignee which property includes general intangibles, including, without limitation, applications for patents, applications for trademarks, patents, inventions, trademarks, trade names, domain names, copyrights and trade secrets.

C. It is a condition precedent to the obligation of the Banks to extend credit accommodations pursuant to the Credit Agreement that this Assignment be executed and delivered by Assignor.

NOW, THEREFORE, in consideration of the premises and to induce the Banks to extend credit accommodations under the Credit Agreement, the parties hereto agree as follows:

1. Subject to the terms and conditions of this Assignment, the Assignor does hereby assign all of its right, title and interest in and to all of the present trademarks, domain names, and trade names and the registrations and applications therefor owned by the Assignor (the “Trademarks”), including but not limited to those set forth on Exhibit A hereto, and including, without limitation, all proceeds thereof together with the right to recover for past, present and future infringements, all rights corresponding thereto throughout the world and all renewals and extensions thereof, together with the goodwill of the business associated with said Trademarks, said Trademarks to be held and enjoyed by the Assignee, for itself and for the benefit of the Banks, and for their legal representatives, successors and assigns, as fully and entirely as the same would have been held by the Assignor had this Assignment not been made. The foregoing assignment shall be effective only upon the occurrence and during the continuance of an Event of Default under the Credit Agreement and upon written notice by the Assignee to the Assignor of the acceptance by the Assignee of this Assignment, which written notice shall constitute conclusive proof of the matters set forth therein. After the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Assignee shall be entitled to transfer the Trademarks pursuant to an Assignment of Trademarks substantially in the form of Exhibit B. The Assignor hereby irrevocably authorizes the Assignee to date the undated Assignments of Trademarks and otherwise complete such Assignments at the time of transfer and agrees to sign whatever documents are necessary to transfer ownership of Assignor’s domain names from Assignor to the new owner. Notwithstanding the foregoing provisions of this Section 1, the Assignee acquires no security interest or other rights in the United States for any Trademark that is the subject of an intent-to-use application before the U.S. Patent and Trademark Office until such time as a verified amendment to allege use or statement of use is filed for such application or the Assignee arranges for an assignment of such Trademarks from the Assignee to a purchaser that would satisfy the requirements of Section 10 of the Lanham Act, 15 U.S.C. Section 1060. At the time that Assignee seeks to transfer all other Trademarks pursuant to Exhibit B, it may also complete Exhibit C with respect to any U.S. intent-to-use applications and, provided that Exhibit C satisfies the conditions of the preceding sentence, Assignor agrees that it will promptly execute and return the same to Assignee.

2. The Assignor hereby covenants and warrants that:

(a) except for applications pending, the Trademarks listed on Exhibit A have been duly issued and are subsisting and have not been adjudged invalid or unenforceable, in whole or in part;

(b) to the best of the Assignor’s knowledge, each of the Trademarks material to the conduct of the Assignor’s business is valid and enforceable;

(c) no claim has been made to the Assignor or, to the knowledge of the Assignor, to any other person, that use of any of the Trademarks does or may violate the rights of any third person and no claim has been made by the Assignor that any other person is infringing upon the rights of the Assignor under the Trademarks;

(d) the Assignor has the unqualified right to enter into this Assignment and perform its terms;

(e) the Assignor will be, until the Liabilities shall have been satisfied in full and the Loan Documents shall have been terminated, in compliance with the statutory notice requirements relating to its use of the Trademarks;

E-2

(f) to the best of the Assignor’s knowledge, the Assignor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the Trademarks, free and clear of any liens, charges and encumbrances, including without limitation, licenses and covenants by the Assignor not to sue third persons, other than liens under this Assignment and the Security Agreement;

(g) the Trademarks listed on Exhibit A are all of the trademark registrations and applications therefore now owned by the Assignor;

(h) the Assignor has marked with an asterisk each U.S. intent-to-use trademark application listed on Exhibit A for which a verified amendment to allege use or statement of use has not been filed; and

(i) the Assignor will, at any time upon the Assignee’s reasonable request, communicate to the Assignee, its successors and assigns, any facts relating to the Trademarks or the history thereof as may be known to the Assignor or its officers, employees and agents, and cause such officers, employees and agents to testify as to the same in any infringement or other litigation at the request of the Assignee.

3. The Assignor agrees that, until the rights of the Assignee in the Trademarks are terminated pursuant to Section 6, it will not enter into any agreement that is inconsistent with its obligations under this Assignment.

4. If, before the Liabilities shall have been satisfied in full and the expiration of the obligations, if any, of the Assignee and the Banks to extend credit accommodations to the Assignor, the Assignor shall obtain rights to any new trademark, domain name or trade name, or become entitled to the benefit of any trademark application, registration, trademark, domain name or trade name or any renewal or extension of any trademark registration or domain name, such shall be included in the definition of “Trademarks” as used in this Assignment — (except for purposes of Section 2 hereof), Section 1 hereof shall automatically apply thereto, and the Assignor shall submit annual reports to the Assignee each year not later than December 31, commencing December 31, 2004, notifying Assignee of (i) any new trademarks, domain names, or trade names adopted, acquired, or applied for during the previous year and (ii) any changes to the status of any previously listed Trademarks, including without limitation U.S. trademark applications for which verified amendments to allege use and statements of use have now been filed. If the Assignee does not receive such a report within fifteen days after the deadline, then the Assignee is authorized to obtain updated information on the Trademarks from the appropriate trademark or domain name registrars or third party providers at the Assignor’s expense (provided that the Assignor shall not be deemed to have defaulted under the terms hereof and no Event of Default shall exist solely for failure to send such report unless the Assignor fails to deliver such report to the Assignee within 30 days after receipt of a written request from the Assignee for such report). The Assignor authorizes the Assignee to modify this Assignment, without the consent of the Assignor, by amending Exhibit A hereto to include any future trademark, domain name or trade name.

5. Except as permitted by the Credit Agreement, the Assignor agrees not to sell, assign or encumber its interest in, or grant any license with respect to, any of the Trademarks, except for the licenses listed on Exhibit D hereto or otherwise with the Assignee’s prior written consent.

E-3

6. The Assignor agrees that it will authorize, execute and deliver to Assignee all documents reasonably requested by Assignee to facilitate the purposes of this Assignment, including but not limited to documents required to record Assignee’s interest in any appropriate office in any domestic or foreign jurisdiction. At the time the annual report is prepared in accordance with Section 4, Assignor agrees to provide Assignee with an updated Exhibit A for filing with the U.S. Patent and Trademark Office. If the Assignee does not receive the updated Exhibit A within fifteen days after the deadline, then Assignee is authorized to prepare and record Exhibit A at the Assignor’s expense (provided that the Assignor shall not be deemed to have defaulted under the terms hereof and no Event of Default shall exist solely for failure to send such updated Exhibit A unless the Assignor fails to deliver such Exhibit A to the Assignee within 30 days after receipt of a written request from the Assignee for such Exhibit A). At such time as the Credit Agreement and the other Loan Documents shall have been terminated in accordance with their terms, the Assignee shall on demand of the Assignor execute and deliver to the Assignor all termination statements and other instruments as may be necessary or proper to terminate this Assignment and assign to the Assignor all the Assignee’s rights in the Trademarks, subject to any disposition thereof which may have been made by the Assignee pursuant thereto or pursuant to the Loan Documents. All documents prepared and all actions taken by the Assignee pursuant to this Collateral Assignment shall be at Assignor’s expense.

7. The Assignor shall have the duty, through counsel reasonably acceptable to the Assignee, (i) to prosecute diligently any pending Trademark application that constitutes a Trademark which the Assignor reasonably deems material to the operation of its business as of the date of this Assignment or thereafter until the Credit Agreement and the Loan Documents shall have been terminated in accordance with their terms, and (ii) to preserve and maintain all rights in all Trademarks the Assignor reasonably deems material to the operation of its business. Any expenses incurred in connection with applications that constitute Trademarks shall be borne by the Assignor. The Assignor shall not abandon any application presently pending that constitutes a Trademark which the Assignor reasonably deems material to the operation of its business without the written consent of the Assignee.

8. Upon the occurrence and during the continuance of an Event of Default, the Assignee shall have the right but shall in no way be obligated to bring suit in its own name, the name of the Assignor, or the name of the Banks to enforce or to defend the Trademarks and any license thereunder if the Assignor has failed to bring such suit in circumstances in which it would be commercially reasonable to bring such suit. The Assignor shall at the reasonable request of the Assignee do any and all lawful acts and execute any and all proper documents required by the Assignee in aid of such enforcement or defense (including without limitation participation as a plaintiff or defendant in any proceeding) and the Assignor shall promptly, upon demand, reimburse and indemnify the Assignee for all reasonable costs and expenses incurred by the Assignee in the exercise of its rights under this Section.

9. This Assignment shall also serve to evidence the security interest in the Trademarks granted by the Assignor to the Assignee pursuant to the Security Agreement. Nothing in this Assignment shall be construed to limit such security interest in the Trademarks.

10. No course of dealing between the Assignor and the Assignee, failure to exercise, nor any delay in exercising, on the part of the Assignee, any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

E-4

11. All of the Assignee’s rights and remedies with respect to the Trademarks, whether established hereby, by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently.

12. This Assignment is subject to modification only by a writing signed by the parties, except as provided in Section 4 hereof.

13. This Assignment shall inure to the benefit of and be enforceable by the Assignee and its successors, transferees and assigns, and be binding upon the Assignor and its successors and assigns.

14. THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF) OF (I) ANY STATE AS TO RIGHTS AND INTERESTS HEREUNDER WHICH ARISE UNDER THE LAWS OF SUCH STATE, (II) THE UNITED STATES OF AMERICA AS TO RIGHTS AND INTERESTS HEREUNDER WHICH ARE REGISTERED OR FOR THE REGISTRATION OF WHICH APPLICATION IS PENDING WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE, (III) THE STATE OF MINNESOTA IN ALL OTHER RESPECTS. Whenever possible, each provision of this Assignment and any other statement, instrument or transaction contemplated hereby or relating hereto shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Assignment or any other statement, instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or invalid under 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 Assignment or any other statement, instrument or transaction contemplated hereby or relating hereto. In the event of any conflict within, between or among the provisions of this Assignment, any other Loan Document or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto, those provisions giving the Assignee the greater right shall govern.

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IN WITNESS WHEREOF, the Assignor has executed this instrument as of the date first above written.

ASSIGNOR: DOLAN MEDIA COMPANY
By:
	Its: Executive Vice President and Chief Financial Officer

Address for Assignor:
650 3rd Ave. South, Suite 1650
Minneapolis, MN 55402
Attention: Scott Pollei
Fax: (612) 321-0563

Address for Assignee:
U.S. Bank National Association
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Michael J. Staloch (BC-MN-H03P)
Fax: (612) 303-2264

COLLATERAL ASSIGNMENT OF TRADEMARK

E-S-1

EXHIBIT A TO
COLLATERAL ASSIGNMENT
(TRADEMARKS)

TRADEMARKS

MARK (LOGO) OWNER REG. NO. REG. DATE SERIAL NO. FILING DATE GOODS/SERVICES STATUS

Domain names

Domain Name Owner

E-A-1

EXHIBIT B TO
COLLATERAL ASSIGNMENT
(TRADEMARKS)

ASSIGNMENT OF TRADEMARKS

(Registered and Pending Use-Based Applications)

This Assignment having an effective date of  _____,  _____  is made by and between  _____, a corporation organized under the laws of the State of  _____  (“Assignor”) and  _____, a  _____  (“Assignee”).

WHEREAS, Assignor has adopted and owns certain trademarks which are registered in the U.S. Patent and Trademark Office or which are the subject of pending use-based applications in the U.S. Patent and Trademark Office (hereinafter the “Marks”) and,

WHEREAS, Assignee is desirous of acquiring the Marks and registration therefor.

NOW THEREFORE, in consideration of and in exchange for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor does hereby sell, assign and transfer unto Assignee, and its successors and assigns, all of its right, title and interest in and to the Marks, and the registrations and applications therefor, together with that part of the good will of the business connected with the use of and symbolized by the Marks, and including Assignor’s entire right, title and interest in and to any and all causes of action and rights of recovery for past infringement of the Marks. Assignor hereby covenants that it has full right to convey the entire interest herein assigned, and that it has not executed, and will not execute, any agreements inconsistent herewith. Assignor hereby irrevocably authorizes  _____  to date this undated Assignment and otherwise complete this Assignment at the time of transfer.

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E-B-1

IN WITNESS WHEREOF, the parties have executed this assignment as of the dates identified below.

			(Assignor)
Date:	By:
		Title:
			(Assignee)
Date:	By:
		Title:

E-B-2

EXHIBIT C TO
COLLATERAL ASSIGNMENT
(TRADEMARKS)

ASSIGNMENT OF TRADEMARKS

(Intent-To-Use Applications)

This Assignment having an effective date of  _____,  _____ is made by and between  _____, a corporation organized under the laws of the State of  _____  (“Assignor”) and  _____, a  _____  (“Assignee”).

WHEREAS, Assignor has adopted and owns certain trademarks which are the subject of pending intent-to-use applications in the U.S. Patent and Trademark Office (hereinafter the “Marks”) and,

WHEREAS, Assignee is desirous of acquiring the Marks and applications therefor.

NOW THEREFORE, in consideration of and in exchange for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor does hereby sell, assign and transfer unto Assignee, and its successors and assigns, all of its right, title and interest in and to the Marks, and the applications therefor, together with that part of the good will of the business connected with the use of and symbolized by the Marks, and including Assignor’s entire right, title and interest in and to any and all causes of action and rights of recovery for past infringement of the Marks. Assignor hereby covenants that it has full right to convey the entire interest herein assigned, and that it has not executed, and will not execute, any agreements inconsistent herewith. As indicated below, each Mark is the subject of a verified allegation of use under §§ 1(c) or 1(d) of the Lanham Act that has been filed with the U.S. Patent and Trademark Office, or it is being assigned as part of a transfer of the entire business or portion thereof to which the Marks pertain as required by § 10 of the Lanham Act.

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E-C-1

IN WITNESS WHEREOF, the parties have executed this assignment as of the dates identified below.

			(Assignor)
Date:	By:
		Title:
			(Assignee)
Date:	By:
		Title:

E-C-2

EXHIBIT D TO
COLLATERAL ASSIGNMENT
(TRADEMARKS)

LICENSES

E-D-1

EXHIBIT F TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

Form of
PLEDGE AGREEMENT
(Pledgor Entity Name)

THIS PLEDGE AGREEMENT, dated as of  _____,  _____, is made and given by DOLAN MEDIA COMPANY, a corporation organized under the laws of the State of Delaware (the “Pledgor”) to 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 Banks and the Secured Party have entered into a Second Amended and Restated Credit Agreement dated 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 have agreed to extend to the Pledgor certain credit accommodations.

B. The Pledgor is the owner of the shares (the “Pledged Shares”) of stock described in Schedule I hereto issued by the corporations named therein.

C. It is a condition precedent to the obligation of the Banks to extend credit accommodations pursuant to the terms of the Credit Agreement that this Agreement be executed and delivered by the Pledgor.

D. The Pledgor finds it advantageous, desirable and in the best interests of the Pledgor to comply with the requirement that this Agreement be executed and delivered to the Secured Party for the benefit of the Secured Party and the Banks.

NOW, THEREFORE, in consideration of the premises and in order to induce the Banks to enter into the Credit Agreement and 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. Defined Terms.

1(a) As used in this Agreement, the following terms shall have the meanings indicated:

“Collateral” shall have the meaning given to such term in Section 2.

“Default” shall mean any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Event of Default” shall have the meaning given to such term in Section 11.

“Lien” shall mean any security interest, mortgage, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device (including the interest of the lessors under capitalized leases), in, of or on any assets or properties of the Person referred to.

“Obligations” shall mean (a) all indebtedness, liabilities and obligations of the Pledgor to the Secured Party, the Banks and/or the Rate Protection Providers (as defined in the Credit Agreement) of every kind, nature or description under the Credit Agreement, including the Pledgor’s obligation on any promissory note or notes under the Credit Agreement and any note or notes hereafter issued in substitution or replacement thereof, (b) the Rate Protection Obligations (as defined in the Credit Agreement), and (c) all liabilities of the Pledgor under this Agreement, in all of the foregoing cases whether due or to become due, and whether now existing or hereafter arising or incurred.

“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

“Pledged Shares” shall have the meaning given to such term in Recital B above.

“Security Interest” shall have the meaning given to such term in Section 2.

1(b) Terms Defined in Uniform Commercial Code. All other terms used in this Agreement that are not specifically defined herein or the definitions of which are not incorporated herein by reference shall have the meaning assigned to such terms in Revised Article 9 of the Uniform Commercial Code as adopted in the State of Minnesota.

1(c) Singular/Plural, Etc. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, references to the singular include the plural and “or” has the inclusive meaning represented by the phrase “and/or.” The words “ “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Sections are references to Sections in this Pledge Agreement unless otherwise provided.

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Section 2. Pledge. As security for the payment and performance of all of the Obligations, the Pledgor hereby pledges to the Secured Party and grants to the Secured Party, for the ratable benefit of the Secured Party and the Banks, a security interest (the “Security Interest”) in the following, including any securities account containing a securities entitlement with respect to the following (the “Collateral”):

2(a) The Pledged Shares and the certificates representing the Pledged Shares, and, to the extent specified in Section 6(b), all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares.

2(b) All additional shares of stock of any issuer of the Pledged Shares from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

2(c) All proceeds of any and all of the foregoing (including proceeds that constitute property of types described above).

Section 3. Delivery of Collateral. All certificates and instruments representing or evidencing the Pledged Shares shall be delivered to the Secured Party contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Secured Party promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. With respect to all Pledged Shares consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance reasonably satisfactory to the Secured Party covering such Pledged Shares, or (b) cause such Pledged Shares to be transferred into the name of the Secured Party. The Secured Party shall have the right at any time, after an Event of Default and during the continuance thereof, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee for the benefit of the Banks (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. If the Collateral is in the possession of a bailee, the Pledgor will join with the Secured Party in notifying the bailee of the interest of the Secured Party and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Secured Party.

Section 4. Certain Warranties and Covenants. The Pledgor makes the following warranties and covenants:

4(a) The Pledgor has title to the Pledged Shares and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest.

4(b) The Pledgor has full power and authority to execute this Pledge Agreement, to perform the Pledgor’s obligations hereunder and to subject the Collateral to the Security Interest created hereby and Liens permitted under the Credit Agreement.

4(c) No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Secured Party, including pursuant to the Security Agreement dated as of July 31, 2003 made by the Grantors in favor of the Secured Party).

F-3

4(d) The Pledged Shares have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The certificates representing the Pledged Shares are genuine. The Pledged Shares are not subject to any offset or similar right or claim of the issuers thereof.

4(e) The Pledged Shares constitute the percentage of the issued and outstanding shares of stock of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated).

Section 5. Further Assurances. The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action that the Secured Party may reasonably request, in order to perfect and protect the Security Interest or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral (but any failure to request or assure that the Pledgor execute and deliver such instruments or documents or to take such action shall not affect or impair the validity, sufficiency or enforceability of this Agreement and the Security Interest, regardless of whether any such item was or was not executed and delivered or action taken in a similar context or on a prior occasion).

Section 6. Voting Rights; Dividends; Etc.

6(a) Subject to paragraph (d) of this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if such action could reasonably be expected to have a material adverse effect on the value of the Collateral or any material part thereof.

6(b) Subject to paragraph (e) of this Section 6, the Pledgor shall be entitled to receive, retain, and use in any manner not prohibited by the Credit Agreement any and all interest and dividends paid in respect of the Collateral; provided, however, that any and all:

(i) dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral,

(ii) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and

(iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Secured Party to hold as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Secured Party as Collateral in the same form as so received (with any necessary indorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary or desirable to give effect to the provisions of this Section 6(b).

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6(c) The Secured Party shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 6(a) hereof and to receive the dividends and interest it is authorized to receive and retain pursuant to Section 6(b) hereof.

6(d) Upon the occurrence and during the continuance of any Event of Default, the Secured Party shall have the right in its sole discretion, and upon the request of the Secured Party the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to give effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof.

6(e) Upon the occurrence and during the continuance of any Event of Default:

(i) all rights of the Pledgor to receive the dividends and interest that it would otherwise be authorized to receive and retain pursuant to Section 6(b) hereof shall cease, and all such rights shall thereupon become vested in the Secured Party, for itself and for the benefit of the Banks, who shall thereupon have the sole right to receive and hold such dividends as Collateral, and

(ii) all payments of interest and dividends that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(e) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Secured Party as Collateral in the same form as so received (with any necessary indorsement).

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Section 7. Transfers and Other Liens; Additional Shares.

7(a) Except as may be permitted by the Credit Agreement, the Pledgor agrees that it will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral.

7(b) The Pledgor agrees that it will (i) cause each issuer of the Pledged Shares that it controls not to issue any stock or other securities in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Pledgor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of the Pledged Shares.

Section 8. Secured Party Appointed Attorney-in-Fact. As additional security for the Obligations, the Pledgor hereby irrevocably appoints the Secured Party the Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time in the Secured Party’s good-faith discretion after the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument that the Secured Party may reasonably believe necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 6 hereof), in a manner consistent with the terms hereof, including, without limitation, to receive, indorse and collect all instruments made payable to the Pledgor representing any dividend or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same.

Section 9. Secured Party May Perform. The Pledgor hereby authorizes the Secured Party to file financing statements with respect to the Collateral. The Pledgor irrevocable waives any right to notice of any such filing. If the Pledgor fails to perform any agreement contained herein, the Secured Party may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Secured Party incurred in connection therewith shall be payable by the Pledgor under Section 14 hereof.

Section 10. The Secured Party’s Duties. The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party shall be deemed to have exercised reasonable care in the safekeeping of any Collateral in its possession if such Collateral is accorded treatment substantially equal to the safekeeping which the Secured Party accords its own property of like kind. Except for the safekeeping of any Collateral in its possession and the accounting for monies and for other properties actually received by it hereunder, the Secured Party shall have no duty, as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any Persons or any other rights pertaining to any Collateral. The Secured Party will take action in the nature of exchanges, conversions, redemption, tenders and the like requested in writing by the Pledgor with respect to any of the Collateral in the Secured Party’s possession if the Secured Party in its reasonable judgment determines that such action will not impair the Security Interest or the value of the Collateral, but a failure of the Secured Party to comply with any such request shall not of itself be deemed a failure to exercise reasonable care.

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Section 11. Default Each of the following occurrences shall constitute an Event of Default under this Agreement: (a) the Pledgor shall fail to observe or perform any covenant or agreement applicable to the Pledgor under this Agreement and such failure to observe or perform shall continue for 30 calendar days; (b) any representation or warranty made by the Pledgor in this Agreement or in any financial statements, reports or certificates heretofore or at any time hereafter submitted by or on behalf of the Pledgor to the Secured Party shall prove to have been false or misleading when made in any material respect; (c) any Event of Default shall occur under the Credit Agreement; (d) the Secured Party receives at any time any information indicating, and based upon such information reasonably believes, that the Secured Party’s Security Interest is not enforceable, is not perfected or is not prior to all other security interests or other interests in the Collateral, except as otherwise agreed by the Secured Party or permitted under the Credit Agreement.

Section 12. Remedies upon Default. If any Event of Default shall have occurred and be continuing:

12(a) The Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under Revised Article 9 of the Uniform Commercial Code as adopted in the State of Minnesota (the “Code”) in effect at that time, and may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may reasonably believe are commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in connection with the enforcement by the Secured Party of its remedies hereunder, absent this waiver. The Secured Party may disclaim warranties of title and possession and the like.

12(b) The Secured Party may notify any Person obligated on any of the Collateral that the same has been assigned or transferred to the Secured Party and that the same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in giving such notice, if the Secured Party so requests. The Secured Party may, in the Secured Party’s name or in the Pledgor’s name, demand, sue for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such Collateral or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the obligation of any such Person.

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12(c) Any cash held by the Secured Party as Collateral and 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 any expenses of the Secured Party payable pursuant to Section 14 hereof) in accordance with Section 8.10 of the Credit Agreement.

Section 13. Waiver of Certain Claims. The Pledgor acknowledges that because of present or future circumstances, a question may arise under the Securities Act of 1933, as from time to time amended (the “Securities Act”), with respect to any disposition of the Collateral permitted hereunder. The Pledgor understands that compliance with the Securities Act may very strictly limit the course of conduct of the Secured Party if the Secured Party were to attempt to dispose of all or any portion of the Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Collateral or any portion thereof may dispose of the same. There may be other legal restrictions or limitations affecting the Secured Party in any attempt to dispose of all or any portion of the Collateral under the applicable Blue Sky or other securities laws or similar laws analogous in purpose or effect. The Secured Party may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment only and not to engage in a distribution or resale thereof. The Pledgor agrees that the Secured Party shall not incur any liability, and any liability of the Pledgor for any deficiency shall not be impaired, as a result of the sale of the Collateral or any portion thereof at any such private sale in a manner that the Secured Party reasonably believes is commercially reasonable (within the meaning of Section 9-627 of the Uniform Commercial Code). The Pledgor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party shall accept the first offer received and does not offer any portion of the Collateral to more than one possible purchaser. The Pledgor further agrees that the Secured Party has no obligation to delay sale of any Collateral for the period of time necessary to permit the issuer of such Collateral to qualify or register such Collateral for public sale under the Securities Act, applicable Blue Sky laws and other applicable state and federal securities laws, even if said issuer would agree to do so. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Secured Party were to place all or any portion of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any portion of the Collateral for its own account, or if the Secured Party placed all or any portion of the Collateral privately with a purchaser or purchasers.

Section 14. Costs and Expenses; Indemnity. The Pledgor will pay or reimburse the Secured Party on demand for all out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees and expenses of counsel and of any experts and agents) incurred by the Secured Party or any Bank in connection with the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Pledgor shall indemnify and hold each Bank and the Secured Party harmless from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) growing out of or resulting from this Agreement (including enforcement of this Agreement) or the Secured Party’s actions pursuant hereto, except claims, losses or liabilities resulting from the Secured Party’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Pledgor to indemnify and hold any Bank and the Secured Party harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interest. The obligations of the Pledgor under this Section shall survive any termination of this Agreement.

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Section 15. Waivers and Amendments; Remedies. This Agreement can be waived, modified, amended, terminated (except for termination under Section 19 hereof) or discharged, and the Security Interest can be released, only explicitly in a writing signed by the Secured Party. A waiver so signed shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any rights and remedies available to the Secured Party. All rights and remedies of the Secured Party shall be cumulative and may be exercised singly in any order or sequence, or concurrently, at the Secured Party’s option, and the exercise or enforcement of any such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other.

Section 16. Notices. Any notice or other communication to any party in connection with this Agreement shall be in writing and shall be sent by manual delivery, facsimile transmission, overnight courier or United States mail (postage prepaid) addressed to such party at the address specified on the signature page hereof, or at such other address as such party shall have specified to the other party hereto in writing. All periods of notice shall be measured from the date of delivery thereof if manually delivered, from the date of sending thereof if sent by facsimile transmission, from the first business day after the date of sending if sent by overnight courier, or from four days after the date of mailing if mailed.

Section 17. Pledgor Acknowledgments. The Pledgor hereby acknowledges that (a) the Pledgor has been advised by counsel in the negotiation, execution and delivery of this Agreement, (b) neither the Secured Party nor any Bank has any fiduciary relationship to the Pledgor, the relationship being solely that of debtor and creditor, and (c) no joint venture exists between the Pledgor, any Bank or the Secured Party.

Section 18. Continuing Security Interest; Assignments under Credit Agreement. This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the payment in full of the Obligations and the expiration of the obligation, if any, of the Secured Party or any Bank to extend credit accommodations to the Pledgor, (b) be binding upon the Pledgor, its successors and assigns, and (c) inure, together with the rights and remedies of the Secured Party hereunder, to the benefit of, and be enforceable by, the Secured Party and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Secured Party or any Bank may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person to the extent and in the manner provided in the Credit Agreement, and may similarly transfer all or any portion of its rights under this Pledge Agreement to such Persons.

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Section 19. Termination of Security Interest. Upon payment in full of the Obligations and the expiration of any obligation of the Secured Party to extend credit accommodations to the Pledgor, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Pledgor. Upon any such termination, the Secured Party will return to the Pledgor such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof and execute and deliver to the Pledgor such documents as the Pledgor shall reasonably request to evidence such termination. Any reversion or return of the Collateral upon termination of this Agreement and any instruments of transfer or termination shall be at the expense of the Pledgor and shall be without warranty by, or recourse on, the Secured Party or any Bank. As used in this Section, “Pledgor” includes any assigns of Pledgor, any Person holding a subordinate security interest in any part of the Collateral or whoever else may be lawfully entitled to any part of the Collateral.

Section 20. Governing Law and Construction. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA; PROVIDED, HOWEVER, THAT NO EFFECT SHALL BE GIVEN TO CONFLICT OF LAWS PRINCIPLES OF THE STATE OF MINNESOTA, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF MINNESOTA. Whenever possible, each provision of this Agreement and any other statement, instrument or transaction contemplated hereby or relating hereto 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 relating hereto 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 relating hereto.

Section 21. Consent to Jurisdiction. AT THE OPTION OF THE SECURED PARTY, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY; AND THE PLEDGOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUM IS NOT CONVENIENT. IN THE EVENT THE PLEDGOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE SECURED PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

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Section 22. Waiver of Jury Trial. THE PLEDGOR AND THE SECURED PARTY BY THEIR ACCEPTANCE OF THIS AGREEMENT, IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 23. Counterparts. This Agreement may be executed in any number of 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.

Section 24. General. All representations and warranties contained in this Agreement or in any other agreement between the Pledgor, any Bank and the Secured Party shall survive the execution, delivery and performance of this Agreement and the creation and payment of the Obligations. The Pledgor waives notice of the acceptance of this Agreement by the Secured Party. Captions in this Agreement are for reference and convenience only and shall not affect the interpretation or meaning of any provision of this Agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the Pledgor and the Secured Party have caused this Pledge Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

PLEDGOR: DOLAN MEDIA COMPANY
By:
	Title: Executive Vice President and
	Chief Financial Officer

Address for Pledgor:
650 3rd Ave. South, Suite 1650
Minneapolis, MN 55402
Attention: Scott Pollei

Fax Number: (612) 321-0563

U.S. BANK NATIONAL ASSOCIATION, as Secured Party
By:
	Michael J. Staloch
	Senior Vice President

Address for Secured Party:
U.S. Bank National Association
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Michael J. Staloch (BC-MN-H03P)

Fax Number: (612) 303-2264

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SCHEDULE I

PLEDGED STOCK

Stock Issuer: __________________

Percentage Ownership: _____%

Class of Stock: _________

Certificate No(s).: ____

Par Value: $_____

Number of Shares: _______

etc.

F-Sch I-1

EXHIBIT G TO
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

FORM OF SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”), dated as of  _____, is made and given by [___] (individually, a “Grantor” and, collectively, the “Grantors”), to 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 Grantors, the other entities parties thereto as “Borrowers”, 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 hereafter 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 Grantors certain credit accommodations.

B. It is a condition precedent to the obligation of the Secured Party to extend credit accommodations pursuant to the terms of the Credit Agreement that this Agreement be executed and delivered by the Grantors.

C. The Grantors find it advantageous, desirable and in their best interests to comply with the requirement that it execute and deliver this Agreement to the Secured Party.

NOW, THEREFORE, in consideration of the premises and in order to induce the Banks to enter into the Credit Agreement and to extend credit accommodations to the Grantors thereunder, each Grantor hereby agrees with the Secured Party for the benefit of the Secured Party and the Banks as follows:

Section 1. Defined Terms.

1(a) As used in this Agreement, the following terms shall have the meanings indicated:

“Account” means a right to payment of a monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge card or information contained on or for use with the card, or (viii) as winnings in a lottery or other game of chance operated, sponsored, licensed or authorized by a State or governmental unit of a State, or person licensed or authorized to operate the game by a State or governmental unit of a State. The term includes health-care insurance receivables.

“Account Debtor” shall mean a Person who is obligated on or under any Account, Chattel Paper, Instrument or General Intangible.

“Chattel Paper” shall mean a record or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.

“Collateral” shall mean all property and rights in property now owned or hereafter at any time acquired by the Grantors in or upon which a Security Interest is granted to the Secured Party by the Grantors under this Agreement.

“Default” shall mean any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Deposit Account” shall mean any demand, time, savings, passbook or similar account maintained with a bank.

“Document” shall mean a document of title or a warehouse receipt.

“Equipment” shall mean all machinery, equipment, motor vehicles, furniture, furnishings and fixtures, including all accessions, accessories and attachments thereto, and any guaranties, warranties, indemnities and other agreements of manufacturers, vendors and others with respect to such Equipment.

“Event of Default” shall have the meaning given to such term in Section 18 hereof.

“Financing Statement” shall have the meaning given to such term in Section 4 hereof.

“Fixtures” shall mean goods that have become so related to particular real property that an interest in them arises under real property law.

“General Intangibles” shall mean any personal property (other than goods, Accounts, Chattel Paper, Deposit Accounts, Documents, Instruments, Investment Property, Letter of Credit Rights and money) including things in action, contract rights, payment intangibles, software, corporate and other business records, inventions, designs, patents, patent applications, service marks, trademarks, tradenames, trade secrets, internet domain names, engineering drawings, good will, registrations, copyrights, licenses, franchises, customer lists, tax refund claims, royalties, licensing and product rights, rights to the retrieval from third parties of electronically processed and recorded data and all rights to payment resulting from an order of any court.

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“Instrument” shall mean a negotiable instrument or any other writing which evidences a right to the payment of a monetary obligation and is not itself a security agreement or lease and is of a type which is transferred in the ordinary course of business by delivery with any necessary endorsement or assignment.

“Inventory” shall mean goods, other than farm products, which are leased by a person as lessor, are held by a person for sale or lease or to be furnished under a contract of service, are furnished by a person under a contract of service, or consist of raw materials, work in process, or materials used or consumed in a business or incorporated or consumed in the production of any of the foregoing and supplies, in each case wherever the same shall be located, whether in transit, on consignment, in retail outlets, warehouses, terminals or otherwise, and all property the sale, lease or other disposition of which has given rise to an Account and which has been returned to a Grantor or repossessed by a Grantor or stopped in transit.

“Investment Property” shall mean a security, whether certificated or uncertificated, a security entitlement, a securities account and all financial assets therein, a commodity contract or a commodity account.

“Letter of Credit Right” shall mean a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance.

“Lien” shall mean any security interest, mortgage, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device (including the interest of the lessors under capitalized leases), in, of or on any assets or properties of the Person referred to.

“Obligations” shall mean (a) all indebtedness, liabilities and obligations of the Grantors to the Secured Party, the Banks and/or the Rate Protection Providers (as defined in the Credit Agreement) of every kind, nature or description under the Credit Agreement, including the Grantors’ obligation on any promissory note or notes under the Credit Agreement and any note or notes hereafter issued in substitution or replacement thereof, (b) the Rate Protection Obligations (as defined in the Credit Agreement), and (c) all liabilities of the Grantors under this Agreement, in all of the foregoing cases whether due or to become due, and whether now existing or hereafter arising or incurred.

“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

“Security Interest” shall have the meaning given such term in Section 2 hereof.

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1(b) All other terms used in this Agreement which are not specifically defined herein shall have the meaning assigned to such terms in Article 9 of the Uniform Commercial Code as in effect in the State of Minnesota.

1(c) Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, references to the singular include the plural and “or” has the inclusive meaning represented by the phrase “and/or.” The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,” “herein,” “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Sections are references to Sections in this Agreement unless otherwise provided.

Section 2. Grant of Security Interest. As security for the payment and performance of all of the Obligations, each Grantor hereby grants to the Secured Party for the ratable benefit of the Secured Party and the Banks a security interest (the “Security Interest”) in all of such Grantor’s right, title, and interest in and to the following, whether now or hereafter owned, existing, arising or acquired and wherever located:

2(a) All Accounts;

2(b) All Chattel Paper;

2(c) All Deposit Accounts;

2(d) All Documents;

2(e) All Equipment;

2(f) All Fixtures;

2(g) All General Intangibles;

2(h) All Instruments;

2(i) All Inventory;

2(j) All Investment Property;

2(k) All Letter of Credit Rights; and

2(l) To the extent not otherwise included in the foregoing, all other rights to the payment of money, including rents and other sums payable to a Grantor under leases, rental agreements and other Chattel Paper; all books, correspondence, credit files, records, invoices, bills of lading, and other documents relating to any of the foregoing, including, without limitation, all tapes, cards, disks, computer software, computer runs, and other papers and documents in the possession or control of a Grantor or any computer bureau from time to time acting for a Grantor; all rights in, to and under all policies insuring the life of any officer, director, stockholder or employee of a Grantor, the proceeds of which are payable to a Grantor; all accessions and additions to, parts and appurtenances of, substitutions for and replacements of any of the foregoing; and all proceeds (including insurance proceeds) and products thereof.

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Notwithstanding the foregoing provisions of this Section 2, the pledge and grant of a Lien and Security Interest as provided herein shall not extend to, and the term “Collateral” shall not include, any contract, Instrument, license or Chattel Paper in which any Grantor has any right, title or interest in and to the extent such contract, Instrument, license or Chattel Paper includes an enforceable provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of such Grantor therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another Person party to such contract, Instrument, license or Chattel Paper to enforce any remedy with respect thereto (the “Excluded Collateral”); provided that the foregoing exclusion shall not apply if (a) such prohibition has been waived or such other Person has otherwise consented to the creation hereunder of a security interest in such contract, Instrument, license or Chattel Paper or (b) such prohibition would be rendered ineffective pursuant to Sections 9-407(a) or 9-408(a) of Article 9 of the Uniform Commercial Code, as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code) or principles of equity; provided, further, that immediately upon the ineffectiveness or lapse or termination of any such provision, the Collateral shall include, and such Debtor shall be deemed to have granted a security interest in, all its rights, title and interests in and to such contract, Instrument, license or Chattel Paper as if such provision had never been in effect; and provided, further, that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the Secured Party’s unconditional continuing security interest in and to all rights, title and interests of Grantors in or to any payment obligations or other rights to receive monies due or to become due under any such contract, Instrument, license or Chattel Paper and in any such monies and other proceeds of such contract, Instrument, license or Chattel Paper.

Section 3. Grantors Remains Liable. Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the Accounts, Chattel Paper, General Intangibles and other items included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Secured Party of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the Accounts or any other items included in the Collateral, and (c) neither the Secured Party nor any Bank shall have any obligation or liability under Accounts, Chattel Paper, General Intangibles and other items included in the Collateral by reason of this Agreement, nor shall the Secured Party or any Bank be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

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Section 4. Title to Collateral. Except for dispositions permitted under Section 5, each Grantor has (or will have at the time it acquires rights in Collateral hereafter acquired or arising) and will maintain so long as the Security Interest may remain outstanding, title to each item of Collateral (including the proceeds and products thereof), free and clear of all Liens except the Security Interest and except Liens permitted by the Credit Agreement (the “Permitted Liens”). No Grantor will license any Collateral except in the ordinary course of business. Each Grantor will defend the Collateral against all claims or demands of all Persons (other than the Secured Party) claiming the Collateral or any interest therein, subject to the rights of Persons holding Permitted Liens. As of the date of execution of this Agreement, no effective financing statement or other similar document used to perfect and preserve a security interest under the laws of any jurisdiction (a “Financing Statement”) covering all or any part of the Collateral is on file in any recording office, except such as may have been filed (a) in favor of the Secured Party for the benefit of the Banks relating to this Agreement, or (b) to perfect Permitted Liens.

Section 5. Disposition of Collateral. No Grantor will sell, lease or otherwise dispose of, or discount or factor with or without recourse, any Collateral, except for sales of items of Inventory in the ordinary course of business and dispositions of Equipment which are immediately replaced with comparable replacement equipment and except as permitted under the Credit Agreement.

Section 6. Names, Offices, Locations, Jurisdiction of Organization. Each Grantor’s legal name (as set forth in its constituent documents filed with the appropriate governmental official or agency) and jurisdiction of organization is as set forth in the opening paragraph hereof or in any Joinder Agreement executed by such Grantor. The organizational number of each Grantor is set forth on the signature page of this Agreement or in any Joinder Agreement executed by such Grantor. Each Grantor will from time to time at the reasonable request of the Secured Party provide the Secured Party with current good standing certificates and/or state-certified constituent documents from the appropriate governmental officials no more than once in any twelve-month period unless an Event of Default has occurred and is continuing. The chief place of business and chief executive office of each Grantor are located at its address set forth on the signature page hereof or in any Joinder Agreement executed by such Grantor. No Grantor will locate or relocate any item of Collateral into any jurisdiction in which an additional Financing Statement would be required to be filed to maintain the Secured Party’s perfected security interest in such Collateral and will not change its name, the location of its chief place of business and chief executive office or its corporate structure (including without limitation, its jurisdiction of organization) unless the Secured Party has been given at least 30 days prior written notice thereof and such Grantor has executed and delivered to the Secured Party such Financing Statements and other instruments reasonably requested by the Secured Party during such 30 day period to continue the perfection of the Security Interest, provided that the foregoing shall not affect the Grantors’ obligations under Section 8.

Section 7. Rights to Payment. Except as a Grantor may otherwise advise the Secured Party in writing, each Account, Chattel Paper, Document, General Intangible and Instrument constituting or evidencing Collateral is (or, in the case of all future Collateral, will be when arising or issued), to the knowledge of the Grantors, the valid, genuine and legally enforceable obligation of the Account Debtor or other obligor named therein or in a Grantor’s records pertaining thereto as being obligated to pay or perform such obligation. Without the Secured Party’s prior written consent, no Grantor will agree to any modifications, amendments, subordinations, cancellations or terminations of the obligations of any such Account Debtors or other obligors except in the ordinary course of business. Each Grantor will perform and comply in all material respects with all its obligations under any items included in the Collateral and exercise promptly and diligently its rights thereunder.

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Section 8. Further Assurances; Attorney-in-Fact.

8(a) Each Grantor agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that the Secured Party may reasonably request, in order to perfect and protect the Security Interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral (but any failure to request or assure that such Grantor execute and deliver such instrument or documents or to take such action shall not affect or impair the validity, sufficiency or enforceability of this Agreement and the Security Interest, regardless of whether any such item was or was not executed and delivered or action taken in a similar context or on a prior occasion). Without limiting the generality of the foregoing, each Grantor will, promptly and from time to time at the reasonable request of the Secured Party: (i) execute and file such Financing Statements or continuation statements in respect thereof, or amendments thereto, and such other instruments or notices (including fixture filings with any necessary legal descriptions as to any goods included in the Collateral which the Secured Party determines might be deemed to be fixtures, and instruments and notices with respect to vehicle titles), as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect, preserve, and enhance the Security Interest granted or purported to be granted hereby; (ii) obtain from any bailee holding any material item of Collateral an acknowledgement, in form reasonably satisfactory to the Secured Party that such bailee holds such collateral for the benefit of the Secured Party; (iii) obtain from any securities intermediary, or other party holding any item of Collateral constituting uncertified securities, book-entry securities or securities entitlements, control agreements in form reasonably satisfactory to the Secured Party; and (iv) deliver and pledge to the Secured Party, all Instruments and Documents, duly indorsed or accompanied by duly executed instruments of transfer or assignment, with full recourse to such Grantor, all in form and substance reasonably satisfactory to the Secured Party.

8(b) Each Grantor hereby authorizes the Secured Party to file one or more Financing Statements or continuation statements in respect thereof, and amendments thereto, relating to all or any part of the Collateral without the signature of such Grantor where permitted by law. Each Grantor irrevocably waives any right to notice of any such filing. A photocopy or other reproduction of this Agreement or any Financing Statement covering the Collateral or any part thereof shall be sufficient as a Financing Statement where permitted by law.

8(c) Each Grantor will furnish to the Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Secured Party.

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8(d) In furtherance, and not in limitation, of the other rights, powers and remedies granted to the Secured Party in this Agreement, each Grantor hereby appoints the Secured Party such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Secured Party’s good faith discretion upon the occurrence and during the continuance of an Event of Default, to take any action (including the right to collect on any Collateral) and to execute any instrument that the Secured Party may reasonably believe is necessary or advisable to accomplish the purposes of this Agreement, in a manner consistent with the terms hereof.

Section 9. Taxes and Claims. The Grantors will promptly pay all taxes and other governmental charges levied or assessed upon or against any Collateral or upon or against the creation, perfection or continuance of the Security Interest, as well as all other claims of any kind (including claims for labor, material and supplies) against or with respect to the Collateral, except to the extent (a) such taxes, charges or claims are being contested in good faith by appropriate proceedings, (b) such proceedings do not involve any material danger of the sale, forfeiture or loss of any of the Collateral or any interest therein and (c) such taxes, charges or claims are adequately reserved against on a Grantor’s books in accordance with generally accepted accounting principles.

Section 10. Books and Records. Each Grantor will keep and maintain at its own cost and expense satisfactory and complete records of the Collateral, including a record of all payments received and credits granted with respect to all Accounts, Chattel Paper and other items included in the Collateral.

Section 11. Inspection, Reports, Verifications. Each Grantor will at all reasonable times permit the Secured Party or its representatives or any other Person designated pursuant to Section 5.5 of the Credit Agreement (a “Designated Person”) to examine or inspect any Collateral, any evidence of Collateral and such Grantor’s books and records concerning the Collateral, wherever located in accordance with Section 5.5 of the Credit Agreement. Each Grantor will from time to time as reasonably requested by the Secured Party furnish to the Secured Party a report on its Accounts, Chattel Paper, General Intangibles and Instruments, naming the Account Debtors or other obligors thereon, the amount due and the aging thereof. After the occurrence and during the continuance of an Event of Default, the Secured Party, its designee or any other Designated Person is authorized to contact Account Debtors and other Persons obligated on any such Collateral from time to time to verify the existence, amount and/or terms of such Collateral.

Section 12. Notice of Loss. Each Grantor will promptly notify the Secured Party of any loss of or material damage to any material item of Collateral or of any substantial adverse change, known to such Grantor, in any material item of Collateral or the prospect of payment or performance thereof.

Section 13. Insurance. Each Grantor will keep the Inventory and Equipment insured to the extent required by Section 5.3 of the Credit Agreement. Each such policy or the certificate with respect thereto shall provide that such policy shall not be canceled or allowed to lapse unless at least 30 days prior written notice is given to the Secured Party.

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Section 14. Lawful Use; Fair Labor Standards Act. Each Grantor will use and keep the Collateral, and will require that others use and keep the Collateral, only for lawful purposes, without violation, in any material respect, of any federal, state or local law, statute or ordinance. All Inventory of each Grantor as of the date of this Agreement that was produced by such Grantor or with respect to which such Grantor performed any manufacturing or assembly process was produced by such Grantor (or such manufacturing or assembly process was conducted) in compliance in all material respects with all requirements of the Fair Labor Standards Act, and all Inventory produced, manufactured or assembled by such Grantor after the date of this Agreement will be so produced, manufactured or assembled, as the case may be.

Section 15. Action by the Secured Party. If a Grantor at any time fails to perform or observe any of the foregoing agreements, the Secured Party shall have (and each Grantor hereby grants to the Secured Party) the right, power and authority (but not the duty) to perform or observe such agreement on behalf and in the name, place and stead of such Grantor (or, at the Secured Party’s option, in the Secured Party’s name) and to take any and all other actions which the Secured Party may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of Liens, the procurement and maintenance of insurance, the execution of assignments, security agreements and Financing Statements, and the indorsement of instruments); and such Grantor shall thereupon pay to the Secured Party on demand the amount of all monies expended and all costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Secured Party in connection with or as a result of the performance or observance of such agreements or the taking of such action by the Secured Party, together with interest thereon from the date expended or incurred at the highest lawful rate then applicable to any of the Obligations, and all such monies expended, costs and expenses and interest thereon shall be part of the Obligations secured by the Security Interest.

Section 16. Insurance Claims. As additional security for the payment and performance of the Obligations, each Grantor hereby assigns to the Secured Party any and all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of such Grantor with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto. At any time after the occurrence and during the continuance of any Event of Default, the Secured Party may (but need not), in the Secured Party’s name or in each Grantor’s name, execute and deliver proofs of claim, receive all such monies, indorse checks and other instruments representing payment of such monies, and adjust, litigate, compromise or release any claim against the issuer of any such policy. Notwithstanding any of the foregoing, so long as no Event of Default exists a Grantor shall be entitled to all insurance proceeds with respect to Equipment or Inventory provided that such proceeds are applied to the cost of replacement Equipment or Inventory.

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Section 17. The Secured Party’s Duties. The powers conferred on the Secured Party hereunder are solely to protect its and the Banks’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. The Secured Party shall be deemed to have exercised reasonable care in the safekeeping of any Collateral in its possession if such Collateral is accorded treatment substantially equal to the safekeeping which the Secured Party accords its own property of like kind. Except for the safekeeping of any Collateral in its possession and the accounting for monies and for other properties actually received by it hereunder, neither the Secured Party nor any Bank shall have any duty, as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Secured Party or any Bank has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any Persons or any other rights pertaining to any Collateral. The Secured Party will take action in the nature of exchanges, conversions, redemptions, tenders and the like requested in writing by a Grantor with respect to the Collateral in the Secured Party’s possession if the Secured Party in its reasonable judgment determines that such action will not impair the Security Interest or the value of the Collateral, but a failure of the Secured Party to comply with any such request shall not of itself be deemed a failure to exercise reasonable care with respect to the taking of any necessary steps to preserve rights against any Persons or any other rights pertaining to any Collateral.

Section 18. Default. Each of the following occurrences shall constitute an Event of Default under this Agreement: (a) a Grantor shall fail to observe or perform any covenant or agreement applicable to such Grantor under this Agreement and such failure to observe or perform shall continue for 30 calendar days; or (b) any representation or warranty made by a Grantor in this Agreement or any schedule, exhibit, supplement or attachment hereto or in any financial statements, or reports or certificates heretofore or at any time hereafter submitted by or on behalf of such Grantor to the Secured Party shall prove to have been false or misleading when made in any material respect; or (c) any Event of Default shall occur under the Credit Agreement.

Section 19. Remedies on Default. Upon the occurrence and during the continuance of an Event of Default:

19(a) The Secured Party may exercise and enforce any and all rights and remedies available upon default to a secured party under Article 9 of the Uniform Commercial Code as in effect in the State of Minnesota.

19(b) The Secured Party shall have the right to enter upon and into and take possession of all or such part or parts of the properties of each Grantor, including lands, plants, buildings, Equipment, Inventory and other property as may be necessary or appropriate in the judgment of the Secured Party to permit or enable the Secured Party to manufacture, produce, process, store or sell or complete the manufacture, production, processing, storing or sale of all or any part of the Collateral, as the Secured Party may elect, and to use and operate said properties for said purposes and for such length of time as the Secured Party may deem necessary or appropriate for said purposes without the payment of any compensation to such Grantor therefor. The Secured Party may require a Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place or places to be designated by the Secured Party.

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19(c) Any disposition of Collateral may be in one or more parcels at public or private sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit, or for future delivery, and upon such other terms as the Secured Party may reasonably believe are commercially reasonable. The Secured Party shall not be obligated to dispose of Collateral regardless of notice of sale having been given, and the Secured Party may adjourn any public or private sale from time to time by announcement made at the time and place fixed therefor, and such disposition may, without further notice, be made at the time and place to which it was so adjourned.

19(d) The Secured Party is hereby granted a license or other right to use, without charge, all of any Grantor’s property, including, without limitation, all of such Grantor’s labels, trademarks, copyrights, patents and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral, and such Grantor’s rights under all licenses and all franchise agreements shall inure to the Secured Party’s benefit until the Obligations are paid in full.

19(e) If notice to any Grantor of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given in the manner specified for the giving of notice in Section 24 hereof at least ten calendar days prior to the date of intended disposition or other action, and the Secured Party may exercise or enforce any and all other rights or remedies available by law or agreement against the Collateral, against such Grantor, or against any other Person or property. The Secured Party (i) may dispose of the Collateral in its then present condition or following such preparation and processing as the Secured Party deems commercially reasonable, (ii) shall have no duty to prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and the like, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of the disposition of the Collateral.

19(f) The Secured Party, at any time after the occurrence and during the continuance of an Event of Default, may require that the Grantor instruct all current and future account debtors and obligors on other Collateral to make all payments directly to a lockbox (the “Lockbox”) controlled by the Secured Party. All payments received in the Lockbox shall be transferred to a special bank account (the “Collateral Account”) maintained at the Secured Party subject to withdrawal by the Secured Party only. After the Secured Party’s exercise of its rights to direct account debtors or other obligors on any Collateral to make payments directly to the Secured Party or to require the Grantor to establish a Lockbox, the Grantor shall immediately deliver all full and partial payments on any Collateral received by the Grantor to the Secured Party in their original form, except for endorsements where necessary. Until such payments are so delivered to the Secured Party, such payments shall be held in trust by the Grantor for and as the Secured Party’s property, and shall not be commingled with any funds of the Grantor. After an Event of Default has occurred and is continuing, the Secured Party shall apply all collections in accordance with Section 21 hereof. Any application of any collection to the payment of any Obligation is conditioned upon final payment of any check or other instrument.

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Section 20. Remedies as to Certain Rights to Payment. Upon the occurrence of and during the continuance of an Event of Default the Secured Party may (i) notify any Account Debtor or other Person obligated on any Accounts or other Collateral that the same have been assigned or transferred to the Secured Party and that the same should be performed as requested by, or paid directly to, the Secured Party, as the case may be, and each Grantor shall join in giving such notice, if the Secured Party so requests, and (ii) the Secured Party may, in the Secured Party’s name or in a Grantor’s name, demand, sue for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such Collateral or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the obligation of any such Account Debtor or other Person. If any payments on any such Collateral are received by a Grantor after an Event of Default has occurred and during the continuance thereof, such payments shall be held in trust by such Grantor as the property of the Secured Party and shall not be commingled with any funds or property of such Grantor and shall be forthwith remitted to the Secured Party for application on the Obligations.

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.

Section 22. Costs and Expenses; Indemnity. The Grantors will pay or reimburse the Secured Party on demand for all out-of-pocket expenses (including in each case all filing and recording fees and taxes and all reasonable fees and expenses of counsel and of any experts and agents) incurred by the Secured Party or any Bank in connection with the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement, and all such costs and expenses shall be part of the Obligations secured by the Security Interest. The Grantors shall indemnify and hold the Secured Party and each Bank harmless from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) growing out of or resulting from this Agreement and the Security Interest hereby created (including enforcement of this Agreement) or the Secured Party’s actions pursuant hereto, except claims, losses or liabilities resulting from the Secured Party’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Any liability of the Grantors to indemnify and hold the Secured Party and each Bank harmless pursuant to the preceding sentence shall be part of the Obligations secured by the Security Interest. The obligations of each Grantor under this Section shall survive any termination of this Agreement.

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Section 23. Waivers; Remedies; Marshalling. This Agreement can be waived, modified, amended, terminated (other than termination pursuant to Section 28 hereof) or discharged, and the Security Interest can be released, only explicitly in a writing signed by the Secured Party. A waiver so signed shall be effective only in the specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any rights and remedies available to the Secured Party. All rights and remedies of the Secured Party shall be cumulative and may be exercised singly in any order or sequence, or concurrently, at the Secured Party’s option, and the exercise or enforcement of any such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. Each Grantor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in connection with the enforcement by the Secured Party of its remedies hereunder, absent this waiver.

Section 24. Notices. Any notice or other communication to any party in connection with this Agreement shall be in writing and shall be sent by manual delivery, facsimile transmission, overnight courier or United States mail (postage prepaid) addressed to such party at the address specified on the signature page hereof, or at such other address as such party shall have specified to the other party hereto in writing. All periods of notice shall be measured from the date of delivery thereof if manually delivered, from the date of sending thereof if sent by facsimile transmission, from the first business day after the date of sending if sent by overnight courier, or from four days after the date of mailing if mailed.

Section 25. Grantor Acknowledgments. Each Grantor hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement, (b) neither the Secured Party nor any Bank has any fiduciary relationship to such Grantor, the relationship being solely that of debtor and creditor, and (c) no joint venture exists between such Grantor and the Secured Party or any Bank.

Section 26. Continuing Security Interest; Assignments under Credit Agreement. This Agreement shall (a) create a continuing security interest in the Collateral and shall remain in full force and effect until payment in full of the Obligations and the expiration of the obligations, if any, of the Secured Party to extend credit accommodations to the Grantors, (b) be binding upon the Grantors, their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, the Secured Party and its successors, transferees, and assigns. Without limiting the generality of the foregoing clause (c), the Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Persons to the extent and in the manner provided in the Credit Agreement and may similarly transfer all or any portion of its rights under this Agreement to such Persons.

Section 27. Joinder Agreements. Each Subsidiary of any Grantor that is required to become a party to this Agreement pursuant to Section 6.5 of the Credit Agreement or otherwise shall become a party hereto as a Grantor for all purposes of this Agreement by executing and delivering to the Secured Party a Joinder Agreement substantially in the form attached hereto as Exhibit A. Upon such execution and delivery, such party shall be as fully a party hereto as if such party were an original signatory hereof. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder.

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Section 28. Termination of Security Interest. Upon payment in full of the Obligations and the expiration of any obligation of the Secured Party and the Banks to extend credit accommodations to the Grantors under the Credit Agreement, the Security Interest granted hereby shall terminate. Upon any such termination, the Secured Party will return to the Grantors such of the Collateral then in the possession of the Secured Party as shall not have been sold or otherwise applied pursuant to the terms hereof and execute and deliver to any Grantor such documents as such Grantor shall reasonably request to evidence such termination. Any reversion or return of Collateral upon termination of this Agreement and any instruments of transfer or termination shall be at the expense of the Grantors and shall be without warranty by, or recourse on, the Secured Party or any Bank. As used in this Section, “Grantor” includes any assigns of Grantor, any Person holding a subordinate security interest in any of the Collateral or whoever else may be lawfully entitled to any part of the Collateral. At the request and sole expense of the Grantors, a Grantor shall be released from its obligations hereunder in the event that all of the Equity Interests of such Grantor shall be sold, transferred or otherwise disposed of in a transaction consented to by the Majority Banks (as defined in the Credit Agreement) or otherwise permitted by Section 6.1 of the Credit Agreement; provided that the Borrowers’ Agent shall have delivered to the Secured Party, at least five business days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrowers’ Agent stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

Section 29. Governing Law and Construction. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF MINNESOTA. Whenever possible, each provision of this Agreement and any other statement, instrument or transaction contemplated hereby or relating hereto 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 relating hereto 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 relating hereto.

Section 30. Consent to Jurisdiction. AT THE OPTION OF THE SECURED PARTY, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY; AND EACH GRANTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT A GRANTOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE SECURED PARTY AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

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Section 31. Waiver of Notice and Hearing. EACH GRANTOR HEREBY WAIVES ALL RIGHTS TO A JUDICIAL HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE SECURED PARTY OF ITS RIGHTS TO POSSESSION OF THE COLLATERAL WITHOUT JUDICIAL PROCESS OR OF ITS RIGHTS TO REPLEVY, ATTACH, OR LEVY UPON THE COLLATERAL WITHOUT PRIOR NOTICE OR HEARING. EACH GRANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS PROVISION AND THIS AGREEMENT.

Section 32. Waiver of Jury Trial. EACH GRANTOR AND THE SECURED PARTY BY THEIR ACCEPTANCE OF THIS AGREEMENT, IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 33. Counterparts. This Agreement may be executed in any number of 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.

Section 34. General. All representations and warranties contained in this Agreement or in any other agreement between a Grantor and the Secured Party or any Bank shall survive the execution, delivery and performance of this Agreement and the creation and payment of the Obligations. Each Grantor waives notice of the acceptance of this Agreement by the Secured Party. Captions in this Agreement are for reference and convenience only and shall not affect the interpretation or meaning of any provision of this Agreement.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, each 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 # [_________]	[                                        ]
	By:
		Name:
		Title:

Address for Grantors:

ACCEPTED:
U.S. BANK NATIONAL ASSOCIATION, as Secured Party
By:
	Michael J. Staloch Senior Vice President

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)

SECURITY AGREEMENT

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EXHIBIT A
TO FORM OF SECURITY AGREEMENT

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of  _____,  _____  (this “Agreement”), is by [Insert Name of applicable Subsidiary or Affiliate], a [_____] formed under the laws of the State of [  _____  ] (the “Joining Party”), and is delivered to the Secured Party (as defined below) pursuant to Section 27 of that certain Security Agreement, dated as of  _____, 20  _____  (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, the banks from time to time party thereto (the “Banks”), and U.S. Bank National Association, as a Bank and 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, the 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. The Joining Party hereby acknowledges that by becoming party to the Security Agreement the 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 Grantor’s right, title, and interest in and to the Collateral as set forth in Section 2 of the Security Agreement. The Joining Party’s legal name (as set forth in its constituent documents filed with the appropriate governmental official or agency) and jurisdiction of organization is as set forth in the opening paragraph hereof. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound 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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

G-Ex A-1

IN WITNESS WHEREOF, the Joining Party, by its officers duly authorized, intending to be legally bound, has caused this Joinder 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.

[Insert name of Joining Party], a [_____]
By:
	Name:
	Title:

Acknowledged and accepted:
U.S. BANK, NATIONAL ASSOCIATION, as Secured Party
By:
	Name:
	Title:

G-Ex A-2

SCHEDULE 1.1(A)

COMMITMENT AMOUNTS

	Revolving		Term Loan
Bank	Commitment Amount		Commitment Amount
U.S. Bank National Association	$	30,000,000	$	10,000,000
LaSalle Bank National Association	$	22,500,000	$	7,500,000
Associated Bank National Association	$	22,500,000	$	7,500,000
Bank of the West	$	22,500,000	$	7,500,000
Cooperatieve Centrale Raiffeisen-Boerenleenbank B. A., “Rabobank Nederland”, New York Branch	$	18,750,000	$	6,250,000
Key Bank, N.A.	$	18,750,000	$	6,250,000
Comerica Bank	$	15,000,000	$	5,000,000

SCHEDULE 4.6

LITIGATION

1. Tedesco v. Lawyers Weekly Missouri and Dolan Media Company. Tedesco has claimed discrimination based on age. The insurance carrier has accepted coverage of this claim.

2. Kenneth Blum II has sued The Daily Record Company in the Circuit Court for Baltimore County, Maryland, for defamation. The case has been tendered to the applicable insurance carrier, which has accepted defense of the case.

3. Unasserted Potential Claim: Counsel Press received a demand letter in June 2006 related to a California worker’s compensation case where Counsel Press printed and filed an appeal on behalf of a law firm. The brief was allegedly not accepted by the Court because it was received after the filing deadline. The demand letter indicated that Counsel Press should be responsible for damages with respect to such filing. Counsel Press has responded to the demand letter and has not heard back from the law firm.

SCHEDULE 4.7

ENVIRONMENTAL MATTERS

None.

SCHEDULE 4.16

RETIREMENT BENEFITS

None.

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

			Issued and
	State of		Outstanding
Subsidiary	Organization	Percentage Ownership	Shares
Legal Ledger, Inc.	Minnesota	100%	100 shares of Common Stock
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, L.L.C.	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	77.355% owned by Dolan APC LLC	810,000 Common Units

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. Services Agreement dated as of March 14, 2006, by and among APC, David A. Trott and Trott & Trott, Professional Corporation

3. Employment Agreement dated as of March 14, 2006 by and between David A. Trott and APC

4. Office and Space Sharing Agreement dated as of March 14, 2006 by and between Trott & Trott, Professional corporation and APC

5. Sublease dated as of March 14, 2006 by and between Trott & Trott, Professional Corporation and APC

6. Services Agreement dated as of January 9, 2006 by and among Feiwell & Hannoy, P.C., Michael Feiwell, Doug Hannoy and APC

7. Employment Agreement dated as of January 9, 2007 by and between Michael J. Feiwell and APC

8. Employment Agreement dated as of January 9, 2007 by and between Douglas Hannoy and APC

9. Sublease dated as of January 9, 2007 by and between Wolverines I, Inc. and APC

10. Office and Space Sharing Agreement dated as of January 9, 2007 by and between Feiwell & Hannoy, P.C. and APC

11. Amended and Restated Operating Agreement of APC dated as of March 14, 2006, as amended

12.	APC Note Payable to Feiwell & Hannoy dated as of January 9, 2007
13.	APC Note Payable to Dolan Finance Company dated as of November 10, 2006
14.	APC Note Payable to Dolan Finance Company dated as of January 9, 2007

15. Amended and Restated Employment Agreement dated as of April 1, 2007 by and between Dolan Media Company and James P. Dolan

16. Employment Agreement dated as of April 1, 2007 by and between Dolan Media Company and Scott Pollei

17. Employment Agreement dated as of April 1, 2007 by and between Dolan Media Company and Mark W.C. Stodder

18. 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

19. Net Director, LLC, in which David A. Trott owns 11.1%, provides an information clearing house service used by APC

20. American Servicing Corporation, in which David A. Trott owns 60%, provides property tax searches and courier services to APC

21. Lease dated as of April 1, 2007 by and between APC and NW13, LLC, in which David A. Trott owns 75%

22. Lease by and between Lawyers Weekly, Inc. and NW13, LLC

23. 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

SCHEDULE 6.12

INVESTMENTS

1.	Finance and Commerce holds 2,000,000 shares of Series C Preferred Stock of GovDocs, Inc.
2.	Dolan Media Company holds 728,415 shares of Series B Preferred Stock of Gov Docs, Inc.
3.	Dolan Media Company holds 33,333 shares of Series A Preferred Stock of Gov Docs, Inc.
4.	Dolan Media Company holds 1,166,667 shares of Common Stock Link-Up, Inc.
5.	Dolan DLN LLC holds 35% of the membership interests of Detroit Legal News Publishing, LLC, a Michigan limited liability company

SCHEDULE 6.13

INDEBTEDNESS

1. Lease obligation of approximately $24,000 to Avaya Capital under a lease dated April 2005.

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

SCHEDULE 6.15

CONTINGENT OBLIGATIONS

None.

EX-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)

S-4

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)

S-5

EX-10.8

EXHIBIT 10.8

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT, by and between Dolan Media Company, a Delaware corporation (the “Company”); and Mark W.C. Stodder (“Executive”), is entered into on this 1st day of August 2009 (the “Effective Date”).

PRELIMINARY RECITALS

A. Employment Agreement. The Company and Executive have entered into a written Employment Agreement (the “Employment Agreement”), dated as of April 1, 2007 (the “Original Effective Date”), which remains in effect. Since then, Executive has continued to serve as Executive Vice President/Business Information Division of the Company, pursuant to the Employment Agreement. Any capitalized terms used in this Amendment, and not defined herein, shall have the meanings specified in the Employment Agreement.

B. Purpose of Amendment. The Company and the Executive desire to amend certain provisions of the Employment Agreement as described below.

AMENDMENT

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Employment Agreement as follows:

1. Section 1.2(a) is hereby amended to read as follows:

“(a) Service with the Company. During the Employment Period, Executive shall (i) serve as the Company’s Executive Vice President/Business Information Division and shall report directly to the Chief Operating Officer and, indirectly to the Chief Executive Officer and the Board of Directors of the Company (the “Board”), (ii) have such responsibilities, duties and authorities, and render such services for the Company, that Executive has or renders for the Company as of the Effective Date, and (iii) have such other responsibilities, duties and authorities, and render such other services for the Company, that are consistent with Executive’s position as Executive Vice President/Business Information Division, as the Chief Operating Offer, Chief Executive Officer or the Board may from time to time reasonably direct.

2. Except as expressly amended in this Second Amendment, the Employment Agreement, as amended, shall remain in full force and effect according to its terms.

1

IN WITNESS WHEREOF, the undersigned Executive and the Company have executed this Amendment on the Effective Date:

COMPANY:

DOLAN MEDIA COMPANY
 

/s/James P. Dolan  

By: James P. Dolan, Chairman, President and Chief Executive Officer 

/s/ John Bergstrom 

By: John Bergstrom, Chairman of the Compensation Committee 

EXECUTIVE:
 
/s/ Mark W.C. Stodder

Mark W.C. Stodder

2

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James P. Dolan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Dolan Media Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2009

By:	/s/ James P. Dolan
	James P. Dolan
	Chairman, Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Vicki J. Duncomb, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Dolan Media Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2009

By:	/s/ Vicki J. Duncomb
	Vicki J. Duncomb
	Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dolan Media Company (the “Company”) on Form 10-Q for the three months ended June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P. Dolan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2009

By:	/s/ James P. Dolan
	James P. Dolan
	Chairman, Chief Executive Officer and President

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Dolan Media Company (the “Company”) on Form 10-Q for the three months ended June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vicki J. Duncomb, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 7, 2009

By:	/s/ Vicki J. Duncomb
	Vicki J. Duncomb
	Vice President and Chief Financial Officer