8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 22, 2013

The Dolan Company

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33603	43-2004527
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

222 South Ninth Street, Suite 2300 Minneapolis, Minnesota	55402
(Address of Principal Executive Offices)	(Zip Code)

(612) 317-9420

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On January 22, 2013, The Dolan Company (the “Company”) entered into a fourth amendment (the “Amendment”) to its Third Amended and Restated Credit Agreement, dated as of December 6, 2010, among the Company, its consolidated subsidiaries, the lenders from time to time party thereto, U.S. Bank National Association, as a lender, LC issuer, swing line lender, lead arranger, sole bookrunner, and as administrative agent for the lenders, and Wells Fargo Bank, National Association, as a lender and as syndication agent (as heretofore amended, the “Credit Agreement”).

Among other changes, the Amendment permits the payment of distributions on preferred stock of the Company, requires that a portion of the proceeds from the issuance of preferred stock be used to pay down the loans under the Credit Agreement and makes certain other adjustments to the covenants and restrictions applicable to the Company.

The foregoing description is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference herein; the Credit Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2010 and is incorporated by reference herein; the First Amendment to the Credit Agreement, which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2011 and is incorporated by reference herein; the Second Amendment to the Credit Agreement, which was filed as Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and is incorporated by reference herein; and the Third Amendment to the Credit Agreement, which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2012 and is incorporated by reference herein.

Item 8.01 Other Events

On January 22, 2013, the Company issued a press release announcing that it intends to engage in an underwritten public offering of a newly designated series of preferred stock (the “Offering”). A copy of the press release is attached hereto as Exhibit 99.1

Attached hereto as Exhibit 99.2 is a copy of the investor presentation slides the Company is using in connection with the intended Offering.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibits
3	Amended and Restated Certificate of Incorporation, as amended.
10	Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of January 22, 2012, by and among the Company, its consolidated subsidiaries, the lenders from time to time party to the Credit Agreement, U.S. Bank National Association, as a lender, LC issuer, swing line lender, and as administrative agent for the lenders, and Wells Fargo Bank, National Association, as a lender and as syndication agent.
99.1	Press Release dated January 22, 2013
99.2	Investor Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE DOLAN COMPANY
Date: January 22, 2013	/s/ Vicki J. Duncomb
	Name: Vicki J. Duncomb
	Its: Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibits
3	Amended and Restated Certificate of Incorporation, as amended.
10	Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of January 22, 2012, by and among the Company, its consolidated subsidiaries, the lenders from time to time party to the Credit Agreement, U.S. Bank National Association, as a lender, LC issuer, swing line lender, and as administrative agent for the lenders, and Wells Fargo Bank, National Association, as a lender and as syndication agent.
99.1	Press Release dated January 22, 2013
99.2	Investor Presentation

EX-3

Exhibit 3

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

THE DOLAN COMPANY

(as amended)

(originally incorporated, under the name DMC II Company, on March 17, 2003,

which was subsequently changed to Dolan Media Company)

The Dolan Company (“Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify that this Amended and Restated Certificate of Incorporation of the Corporation (this “Certificate of Incorporation”) set forth below has been duly adopted in accordance with Sections 242 and 245 of the DGCL.

FIRST:	The name of the Corporation is The Dolan Company.
SECOND:	The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
THIRD:	The nature of the business to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
FOURTH:	A. Authorized Stock. The Corporation shall have authority to issue the following classes of stock, in the number of shares and at the par value as indicated opposite the name of the class:

CLASS	NUMBER OF SHARES AUTHORIZED		PAR VALUE PER SHARE
Common Stock		70,000,000	$	0.001
Preferred Stock		5,000,000	$	0.001

B. Common Stock. Except as otherwise provided in this Section B of Article Fourth or as otherwise required by the DGCL, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions.

1. Liquidation Rights: Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and the preferential amounts to which the holders of any outstanding shares of any series of Preferred Stock shall be entitled upon such liquidation, dissolution or winding up, the assets of the Corporation available for distribution to stockholders shall be distributed ratably among the holders of the shares of Common Stock in proportion to the number of shares of Common Stock held by each such holder.

2. Dividends: Subject to the rights of the holders, if any, of Preferred Stock, the holders of Common Stock shall be entitled to receive dividends at such times and in such amounts as may be declared thereon by the Board of Directors of the Corporation (the “Board of Directors”) and shall share equally on a per share basis in all such dividends.

3. Voting Rights: Except as otherwise required by the DGCL or as otherwise provided herein, each holder of Common Stock shall be entitled to one (1) vote per share on each matter submitted to a vote of the stockholders of the Corporation. There shall be no cumulative voting.

C. Preferred Stock. Preferred Stock may be issued from time to time in one or more series. Subject to the other provisions of this Certificate of Incorporation and any limitations prescribed by law, the Board of Directors is authorized to provide for the issuance of and issue shares of Preferred Stock in series and, by filing a certificate pursuant to the DGCL, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Shares of each such series may, among other things, (i) rank senior to, junior to, or on parity with, shares of any other series of Preferred Stock as to the payment or the distribution of assets on liquidation; (ii) bear a stated dividend and/or rank senior to, junior to, or on parity with, shares of any other series of Preferred Stock as to the payment or dividends; (iii) be redeemable by the holder thereof and/or the Corporation at specified times, and on specified terms and conditions; (iv) have voting or other rights with respect to the control of the Corporation which rank senior to, junior to, or on parity with, shares of any other series of Preferred Stock; and/or (v) otherwise have rights, powers or preferences which are senior (or otherwise superior) to, junior to, or on parity with, shares of any other series of Preferred Stock. No consent of the holders of Common Stock or any other series of Preferred Stock shall be required in connection with such authorization and issuance by the Board of Directors of any such series of Preferred Stock. The Board of Directors is also hereby vested with the authority and is expressly authorized, to increase or decrease the number of shares within each such series of Preferred Stock; provided, however, that the Board of Directors may not decrease the number of shares within a series of Preferred Stock below the number of shares within such series that is then outstanding.

2

	The amendment of the terms of any certificate of designation of any series of Preferred Stock of which shares are outstanding shall require only the approval of the Board of Directors and the holders of a majority (or such greater number as may be required by the certificate of designation of each series) of the total voting power of the outstanding shares of such series of Preferred Stock and no approval of any holder of Common Stock or any other series of Preferred Stock shall be required unless such approval shall be required by law or by any certificate of designation of any other series of Preferred Stock.
FIFTH:	A. Written Consent. Any action required or permitted to be taken by the stockholders of the Corporation shall be effected only at a duly called annual or special meeting of stockholders of the Corporation and shall not be effected by consent in writing by the holders of outstanding stock pursuant to Section 228 of the DGCL or any other provision of the DGCL. B. Special Meetings. Special meetings of stockholders of the Corporation may be called upon notice provided in accordance with this Certificate of Incorporation by the Chairman of the Board of Directors, the President of the Corporation or the Board of Directors pursuant to a resolution approved by the Board of Directors.
SIXTH:	In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation. The By-Laws of the Corporation may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors in accordance with the preceding sentence or at any annual or special meeting of the stockholders by the vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares of the Corporation entitled to vote generally in the election of directors; provided that, if such alteration, amendment, repeal or adoption of new By-Laws is effected at a duly called special meeting of stockholders, notice of such alteration, amendment, repeal or adoption of new By-Laws is contained in the notice of such special meeting.
SEVENTH:	A director of the Corporation shall not, in the absence of fraud, be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor, in the absence of fraud, shall a director of the Corporation be liable to account to the Corporation for any profit realized by him or her from or through any transaction or contract of the Corporation by reason of the fact that such director, or any entity of which such director is an officer, director, equityholder, employee, agent or representative, was interested in such transaction or contract if such transaction or contract has been authorized, approved or ratified in a manner provided in the DGCL for authorization, approval or ratification of transactions or contracts between the Corporation and one or more of its directors or officers or between the Corporation and any other corporation, partnership, limited liability company, association or other entity in which one or more of its directors or officers are directors or officers or have a financial interest.

3

EIGHTH:	Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the DGCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agrees to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
NINTH:	The Board of Directors may adopt a resolution proposing to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares entitled to vote generally in the election of directors shall be required to amend, alter or repeal, or to adopt any provision inconsistent with, Article Fifth, Sixth, Seventh, Ninth, Tenth, Eleventh or Twelfth of this Certificate of Incorporation.
TENTH:	The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, consisting of not less than five (5) nor more than eleven (11) directors. The exact number shall be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors in office at the time of adoption of such resolution. Elections of directors need not be by written ballot unless otherwise provided herein or in the By-Laws, as amended.

4

The directors shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. Each class of directors shall have a three-year term, with members of one class being elected each year to succeed the directors of the same class whose term is expiring. Initially, Class I will be up for election at the 2008 annual meeting of stockholders, Class II at the 2009 annual meeting of stockholders, and Class III at the 2010 annual meeting of stockholders.

If the number of directors is changed, any increase or decrease shall be apportioned among the classes by the Board of Directors so as to maintain the number of directors in each class as nearly equal as is reasonably possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director, even though such decrease may result in an inequality of the classes until the expiration of such term. A director shall hold office until the annual meeting of stockholders of the Corporation in the year in which his or her term expires and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement or removal from office. Any director may resign at any time effective on giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors. Such notice may be given either in writing or by means of electronic transmission. Directors may only be removed for cause, except as otherwise provided by law, by the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the shares entitled to vote generally in the election of directors. Except as required by law or the provisions of this Certificate of Incorporation, all vacancies on the Board of Directors and newly-created directorships shall be filled by the Board of Directors. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships, including whether such directors so elected shall not be divided into classes pursuant to this Article Tenth, shall, to the extent inconsistent with this Article Tenth, be governed by the terms of the certificate of designation applicable thereto.

5

ELEVENTH:	The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the DGCL. Any repeal or modification of this Article Eleventh by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.
TWELFTH:	The Corporation shall:

(a) indemnify, to the fullest extent permitted by the DGCL, any present or former director of the Corporation, and may indemnify any present or former officer, employee or agent of the Corporation selected by, and to the extent determined by, the Board of Directors for indemnification, such selection and determination to be evidenced by an indemnification agreement, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful; and

6

(b) indemnify any present or former director of the Corporation, and may indemnify any present or former officer, employee or agent of the Corporation selected by, and to the extent determined by, the Board of Directors for indemnification, such selection and determination to be evidenced by an indemnification agreement, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper; and

(c) indemnify any present or former director of the Corporation, and may indemnify any present or former officer, employee or agent of the Corporation selected by, and to the extent determined by, the Board of Directors for indemnification, such selection and determination to be evidenced by an indemnification agreement against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, to the extent that a present or former director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section (a) or (b) of this Article Twelfth, or in defense of any claim, issue or matter therein; and

(d) make any indemnification under Section (a) or (b) of this Article Twelfth (unless ordered by a court) only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent of the Corporation is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section (a) or (b) of this Article Twelfth. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination; (1) by the Board of Directors by a majority vote of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there arc no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders of the Corporation; and

7

(e) pay expenses (including attorneys’ fees) incurred by the present or former director, officer, employee or agent of the Corporation in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in Article Twelfth herein; and

(f) not deem the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of Article Twelfth herein exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the By-laws, any agreement, any vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office or position; and

(g) have the right, power and authority to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Article Twelfth herein; and

(h) for purposes of this Article Twelfth, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article Twelfth with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued; and

8

(i) for purposes of this Article Twelfth, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article Twelfth; and

(j) continue the indemnification and advancement of expenses provided by, or granted pursuant to, Article Twelfth herein, unless otherwise provided when authorized or ratified, as to a person who has ceased to be a director, officer, employee or agent of the Corporation and the indemnification and advancement of expenses provided by, or granted pursuant to this Article Twelfth shall inure to the benefit of the heirs, executors and administrators of such a person;

(k) notwithstanding the foregoing provisions and except as required by the DGCL, not be obligated to indemnify or pay expenses incurred by any person with respect to any threatened, pending, or completed claims, suits or actions, whether civil, criminal, administrative, investigative or otherwise (“Proceedings”), initiated or brought voluntarily by such person and not by way of defense (other than Proceedings brought to establish or enforce a right to indemnification under the provisions of this Article Twelfth, unless a court of competent jurisdiction determines that each of the material assertions made by such person in such Proceedings were not made in good faith or were frivolous). The Corporation shall not be obligated to indemnify such person for any amount paid in settlement of a Proceeding covered hereby without the prior written consent of the Corporation to such settlement; and

9

(l) deem the provisions of this Article Twelfth to be a contract between the Corporation and each director, or appropriately designated officer, employee or agent, who serves in such capacity at any time while this Article Twelfth is in effect, and any repeal or modification of this Article Twelfth shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts; provided, however, that the provisions of this Article Twelfth shall not be deemed to be a contract between the Corporation and any directors, officers, employees or agents of any other corporation (the “Second Corporation”) that shall merge into or consolidate with the Corporation where the Corporation shall be the surviving or resulting corporation, and any such directors, officers, employees or agents of the Second Corporation shall be indemnified to the extent required under the DGCL only at the discretion of the Board of Directors.

10

EX-10

Exhibit 10

Execution Version

FOURTH AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), made and entered into as of January 22, 2013, is by and among The Dolan Company, a Delaware corporation (“Dolan”), as a Borrower and as the Borrowers’ Agent, the Subsidiaries of Dolan from time to time party to the Credit Agreement defined below (together with Dolan, the “Borrowers”), the Lenders from time to time party to the Credit Agreement, and U.S. Bank National Association, a national banking association (“USBNA”), as LC Issuer, Swing Line Lender and Administrative Agent.

RECITALS

A. The Borrowers’ Agent, the Borrowers, the Lenders and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of December 6, 2010, as amended by the Omnibus Reaffirmation and Amendment Agreement dated January 31, 2011, the First Amendment to Third Amended and Restated Credit Agreement dated as of September 30, 2011, the Second Amendment to Third Amended and Restated Credit Agreement dated as of March 6, 2012 and the Third Amendment to Third Amended and Restated Credit Agreement dated as of October 5, 2012 (as further amended, supplemented or modified from time to time, the “Credit Agreement”).

B. The Borrowers’ Agent has requested amendments to the Credit Agreement relating to the issuance by Dolan of Preferred Stock and certain other matters.

C. The Lenders are willing 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:

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.

Amendment. Subject only to the terms of Section 3, the Credit Agreement is hereby amended as follows:

1.1. Amended Definitions. The definitions of “Fixed Charge Coverage Ratio,” “Interest Period,” “Net Cash Proceeds” and “Preferred Stock” as set forth in Section 1.1 of the Credit Agreement are hereby amended in their entirety to read as follows:

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

(a) Adjusted EBITDA, minus income taxes paid in cash, plus cash income tax refunds received, minus Net Capital Expenditures paid in cash, minus Restricted Payments paid in cash (other than (i) Restricted Payments from one Borrower to another Borrower, (ii) stock repurchases made pursuant to Section 6.18(e) and (iii) cash dividends made pursuant to Section 6.18(f)),

to

(b) Net Interest Expense, plus all scheduled principal payments in respect of the Term Loans and Converted Term Loans, plus all other principal payments required with respect to Total Liabilities bearing interest (whether actual or imputed) excluding (i) principal payments made under Section 2.2(a), 2.2(d), 2.6.3, 2.6.4 or 2.6.6 of this Agreement and (ii) any earn-out payments required to be made in connection with the ACT Acquisition, plus all payments made pursuant to Acquisition Services Agreements, plus cash dividends made pursuant to Section 6.18(f),

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

“Interest Period”: With respect to a Eurocurrency Advance, a period of one week or one, two, three or six months, in each case commencing on a Business Day selected by the Borrowers’ Agent pursuant to this Agreement. A one week Interest Period shall end one week following such date; each other Interest Period shall end on the day that corresponds numerically to such date one, two, three or six months thereafter, as applicable, provided, however, that if there is no such numerically corresponding day in such next, second, third or sixth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third or sixth succeeding month. If an Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period (other than a one week Interest Period) shall end on the immediately preceding Business Day.

“Net Cash Proceeds”: The excess of (a) the sum of the cash and cash equivalents received in connection with the issuance of Permitted Convertible Debt or Preferred Stock, as applicable, less (b) the underwriting discounts and commissions, fees and expenses in connection with any amendment to this Agreement required at that time in connection therewith, and other reasonable and customary out-of-pocket expenses, incurred by Dolan in connection therewith. For the avoidance of doubt, the issuance of Permitted Convertible Debt or Preferred Stock in satisfaction of Dolan’s obligations under Section 7.7 of the DiscoverReady LLC Agreement, as it may be amended from time to time in accordance with this Agreement, shall not be deemed an issuance for cash or cash equivalents.

2

“Preferred Stock”: The Series A Junior Participating Preferred Stock, par value $.001 per share, of Dolan, the Series B Cumulative Preferred Stock, par value $.001 per share, of Dolan, and each other series of preferred stock issued from time to time by Dolan.

1.2. Minimum Amount. Section 2.5 of the Credit Agreement is hereby amended in its entirety to read as follows:

2.5. Minimum Amount of Each Advance. Each Eurocurrency Advance shall be in the minimum amount of $1,000,000 and each Base Rate Advance (other than an Advance to repay Swing Line Loans) shall be in the minimum amount of $500,000; provided, however, that any Base Rate Advance in respect of a Revolving Loan may be in the amount of the Available Aggregate Revolving Commitment.

1.3. Mandatory Prepayments. Section 2.6 of the Credit Agreement is hereby amended by amending Section 2.6.5 and adding a new Section 2.6.6, in each case to read as follows:

2.6.5 Optional Principal Payments. The Borrowers may from time to time pay, without penalty or premium, all outstanding Base Rate Advances (other than Swing Line Loans), or, in a minimum aggregate amount of $500,000, any portion of the outstanding Base Rate Advances (other than Swing Line Loans) upon same day notice to the Administrative Agent. The Borrowers may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, with notice from the Borrowers’ Agent to the Administrative Agent and the Swing Line Lender by 12:00 p.m. (Minneapolis time) on the date of repayment; provided that such notice shall not be required in connection with a daily sweep account with the Administrative Agent. The Borrowers may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurocurrency Advances, or, in a minimum aggregate amount of $1,000,000, any portion of the outstanding Eurocurrency Advances upon two Business Days’ prior notice from the Borrowers’ Agent to the Administrative Agent.

2.6.6 Mandatory Prepayment for Preferred Stock. Upon the issuance of any Preferred Stock, the Borrowers shall prepay the Loans with the Net Cash Proceeds received therefrom immediately upon receipt thereof by Dolan or any other Borrower as follows: (a) the first $15,000,000 of Net Cash Proceeds (determined on an aggregate basis for all issuances) shall be applied to the prepayment of the outstanding Term Loans and then to the prepayment of Converted Term Loans, in each case to the remaining scheduled principal payments thereof in inverse order of maturity, and (b) fifty percent (50%) of all Net Cash Proceeds in excess of $15,000,000 (determined on an aggregate basis for all issuances) shall be applied to the prepayment of the outstanding Term Loans and then to the prepayment of Converted Term Loans, in each case to the

3

remaining scheduled principal payments thereof in inverse order of maturity, and then ratably to the outstanding Revolving Loans with no reduction of the Aggregate Revolving Commitment.

1.4. Conversion and Continuation. Section 2.8 of the Credit Agreement is hereby amended in its entirety to read as follows:

2.8. Conversion and Continuation of Outstanding Advances. Base Rate Advances (other than Swing Line Loans) shall continue as Base Rate Advances unless and until such Base Rate Advances are converted into Eurocurrency Advances pursuant to this Section or are repaid in accordance with Section 2.6. Each Eurocurrency Advance denominated in Dollars shall continue as a Eurocurrency Advance until the end of the then applicable Interest Period therefor, at which time such Eurocurrency Advance shall be automatically converted into a Base Rate Advance unless (x) such Eurocurrency Advance is or was repaid in accordance with Section 2.6 or (y) the Borrowers’ Agent has given the Administrative Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurocurrency Advance continue as a Eurocurrency Advance for the same or another Interest Period. Subject to the terms of Section 2.5, the Borrowers may elect from time to time to convert all or any part of a Base Rate Advance (other than a Swing Line Loan) into a Eurocurrency Advance in the minimum amount of $500,000. The Borrowers’ Agent shall give the Administrative Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Base Rate Advance into a Eurocurrency Advance, conversion of a Eurocurrency Advance to a Base Rate Advance, or continuation of a Eurocurrency Advance not later than 12:00 p.m. (Minneapolis time) at least two Business Days prior to the date of the requested conversion or continuation, specifying:

(a) the requested date, which shall be a Business Day, of such conversion or continuation,

(b) the amount and Type of the Advance that is to be converted or continued, and

(c) the amount of such Advance that is to be converted into or continued as a Eurocurrency Advance and the duration of the Interest Period applicable thereto.

1.5. Swing Line Loans. Section 2.22(b) of the Credit Agreement is hereby amended in its entirety to read as follows:

(b) Borrowing Notice. The Borrowers’ Agent shall deliver to the Administrative Agent and the Swing Line Lender irrevocable notice (a “Swing Line Borrowing Notice”) not later than noon (Minneapolis time) on the Borrowing Date of each Swing Line Loan (or, in connection with a daily sweep account with the Administrative Agent, such other time as may be required

4

therewith) specifying (i) the applicable Borrowing Date (which shall be a Business Day) and (ii) the aggregate amount of the requested Swing Line Loan, which shall not be less than $100,000 (or in connection with a daily sweep account with the Administrative Agent, in such smaller amount as may be required therewith). The Swing Line Loans shall bear interest at the Base Rate or another rate if agreed to by the Borrowers’ Agent and the Swing Line Lender.

1.6. Restricted Payments. Section 6.18 of the Credit Agreement is hereby amended in its entirety to read as follows:

6.18. Restricted Payments. No Borrower or Subsidiary will make any Restricted Payments, other than, so long as no Default or Event of Default has occurred and is continuing nor would result therefrom, (a) payments made under Acquisition Services Agreements, (b) Restricted Payments made to repurchase Equity Interests 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 6.18(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 (including tax payments) payable to minority owners of a Subsidiary that is not a Wholly-Owned Subsidiary pursuant to the terms of the relevant constituent document, (e) Restricted Payments made to repurchase stock of Dolan so long as after giving effect thereto the Borrowers’ Total Cash Flow Leverage Ratio is less than or equal to 2.00 to 1.00, (f) Restricted Payments consisting of cash dividends payable to common shareholders of Dolan, (g) 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, (h) Restricted Payments made in cash in connection with any conversion of any Permitted Convertible Debt, or to repurchase or redeem all or any portion of any Permitted Convertible Debt so long as (i) after giving effect thereto the Borrowers’ Total Cash Flow Leverage Ratio is less than or equal to 2.00 to 1.00 and (ii) the aggregate amount paid by the Borrowers in cash in connection with any conversion, repurchase or redemption of any Permitted Convertible Debt in any fiscal year, together with any amounts paid pursuant to Section 6.18(i) in such fiscal year, does not exceed $5,000,000, (i) Restricted Payments in the form of cash payments in lieu of the issuance of fractional shares upon conversion of any Permitted Convertible Debt, so long as the aggregate amount of such cash payments by the Borrowers in any fiscal year, together with any amounts paid pursuant to Section 6.18(h) in such fiscal year, does not exceed $5,000,000, (j) Restricted Payments in the form of delivery of common stock of Dolan in connection with the conversion or settlement of any Permitted Convertible Debt, (k) payments made in satisfaction of APC’s obligations under Section 7.7 of the APC LLC Agreement, as may be amended in accordance with the terms of this Agreement, (l) payments made in satisfaction of Dolan’s obligations under Section 7.7 of the DiscoverReady LLC Agreement, as may be amended from time

5

to time in accordance with the terms of this Agreement, or (m) Restricted Payments consisting of cash dividends payable to the holders of Preferred Stock, so long as the dividend rate in respect of such Preferred Stock was approved in writing by the Administrative Agent on or prior to the issuance thereof.

1.7. Borrowing Notice. Exhibit C of the Credit Agreement is hereby amended in its entirety to read as set forth on Exhibit C attached hereto.

Conditions to Effectiveness. The effectiveness of this Amendment is subject to fulfillment of the following conditions precedent:

1.8. The Borrowers and the Required Lenders have executed and delivered this Amendment.

1.9. A certificate of the Secretary or Assistant Secretary (or other appropriate officer) of each Borrower dated as of the date hereof and certifying as to the following:

(a) a true and accurate copy of the resolutions or unanimous written consent of the Borrower authorizing the execution, delivery, and performance of this Amendment;

(b) there have been no changes in the incumbency, names, titles, and signatures of the officers of such Person authorized to execute the Loan Documents (including this Amendment and the Notes) to which the Borrower is a party and, as to the Borrowers’ Agent, to request Loans and the issuance of Letters of Credit, since the incumbencies were last certified to the Lenders, or specifying any changes; and

(c) there has been no amendment to the articles of incorporation, certificate of formation, certificate of partnership or other equivalent documents of such Borrower since true and accurate copies of the same were last delivered to the Lenders, or specifying any changes.

1.10. The Administrative 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.

1.11. All corporate and legal proceedings relating to the Borrowers and all instruments and agreements in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in scope, form and substance to the Administrative Agent, such documents where appropriate to be certified by proper corporate or governmental authorities.

1.12. The Administrative Agent shall have received from Dolan any fees due to the Administrative Agent and the undersigned Lenders, along with all other fees and expenses due and owing in connection with this Amendment. The fees described in this Section 3.5 shall be nonrefundable and fully earned when paid.

6

1.13. Dolan shall have filed a preliminary prospectus supplement with the Securities and Exchange Commission for its Series B Cumulative Preferred Stock, par value $.001 per share.

Representations, Warranties, Authority, No Adverse Claim.

1.14. 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 that has not been waived by the Lenders.

1.15. 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 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 constituent 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 such Borrower or any of its property except, if any, in favor of the Lenders. 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 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 Lenders.

1.16. 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 Lenders with respect to the Obligations.

Limited Purpose Amendment. Notwithstanding anything contained herein, the Amendment (a) is a limited amendment, (b) is effective only with respect to the specific instance and the specific purpose for which it is given, (c) shall not be effective for any other purpose, and (d) does not constitute the basis for a waiver and, except as expressly set forth in Section 2 and subject to Section 3, does not constitute an amendment of any of the provisions of the Credit

7

Agreement. Except as expressly provided in Section 2 and subject to Section 3, (i) 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 (ii) nothing in this Amendment shall constitute a waiver by the Lenders of any Default or Event of Default, or of any right, power or remedy available to the Lenders under the Credit Agreement or any other Loan Document, whether any such defaults, rights, powers or remedies presently exist or arise in the future.

Affirmation of Credit Agreement, Further References, Affirmation of Security Interest. The Lenders 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 Lenders that the Obligations are and continue to be secured by the security interest granted by the Borrowers in favor of the Lenders under the Collateral 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.

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.

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 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.

Successors. The Amendment Documents shall be binding upon the Borrowers and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Borrowers and the Lenders and the successors and assigns of the Lenders.

8

Legal Expenses. As provided in Section 9.6 of the Credit Agreement, the Borrowers agree to pay or reimburse the Administrative Agent, upon execution of this Amendment, for all reasonable out-of-pocket expenses paid or incurred by the Administrative Agent, including filing and recording costs and fees, charges and disbursements of outside counsel to the Administrative Agent (determined on the basis of such counsel’s generally applicable rates, which may be higher than the rates such counsel charges the Administrative Agent in certain matters) and/or the allocated costs of in-house counsel.

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.

Counterparts. This Amendment and any other Amendment Document 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 or any other Amendment Document 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.

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.]

9

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

THE DOLAN COMPANY
By:	/s/ Vicki J. Duncomb
Name:	Vicki J. Duncomb
Title:	Chief Financial Officer

DAILY JOURNAL OF COMMERCE, INC.

DAILY REPORTER PUBLISHING COMPANY DOLAN DLN LLC

DOLAN PUBLISHING COMPANY

DOLAN PUBLISHING FINANCE COMPANY NOPG, L.L.C.

By:	/s/ Scott J. Pollei
Name:	Scott J. Pollei
Title:	Vice President, CFO & Treasurer

DISCOVERREADY LLC
By:	/s/ Scott J. Pollei
Name:	Scott J. Pollei
Title:	Vice President, Secretary & Treasurer

AMERICAN PROCESSING COMPANY, LLC By: Dolan APC LLC, its Managing Member
By:	/s/ Scott J. Pollei
Name:	Scott J. Pollei
Title:	Vice President

[Signature Page 1 to Fourth Amendment]

THE DAILY RECORD COMPANY, LLC IDAHO BUSINESS REVIEW, LLC THE JOURNAL RECORD PUBLISHING CO., LLC LAWYER’S WEEKLY, LLC LONG ISLAND BUSINESS NEWS, LLC MISSOURI LAWYERS MEDIA, LLC NEW ORLEANS PUBLISHING GROUP, L.L.C. DATASTREAM CONTENT SOLUTIONS, LLC LEGISLATIVE INFORMATION SERVICES OF AMERICA, LLC FINANCE AND COMMERCE, INC. DOLAN MEDIA HOLDING COMPANY COUNSEL PRESS, LLC DOLAN APC LLC
By:	/s/ Scott J. Pollei
Name:	Scott J. Pollei
Title:	Vice President

ARIZONA NEWS SERVICE, LLC FEDERAL NEWS SERVICE LLC NATIONAL DEFAULT EXCHANGE GP, LLC NATIONAL DEFAULT EXCHANGE       HOLDINGS, LP NATIONAL DEFAULT EXCHANGE, LP NATIONAL DEFAULT EXCHANGE       MANAGEMENT, INC. NDEX TECHNOLOGIES, LLC NDEX TITLE SERVICES, L.L.C. NDEX WEST, LLC THP / NDEX AIV CORP. THP / NDEX AIV, L.P.
By:	/s/ Scott J. Pollei
Name:	Scott J. Pollei
Title:	Vice President & Secretary

[Signature Page 2 to Fourth Amendment]

U.S. BANK NATIONAL ASSOCIATION,
as a Lender, as LC Issuer and as Administrative Agent
By:	/s/ Bradley R. Sprang
Name:	Bradley R. Sprang
Title:	Vice President

[Signature Page 3 to Fourth Amendment]

    WELLS FARGO BANK, NATIONAL ASSOCIATION

    as a Lender and Syndication Agent

    By:

    Name:

    Title:

[Signature Page 4 to Fourth Amendment]

BANK OF THE WEST,
as a Lender
By:	/s/ Ole Koppang
Name:	Ole Koppang
Title:	Vice President

[Signature Page 5 to Fourth Amendment]

ASSOCIATED BANK, N.A.,
as a Lender
By:	/s/ Nicholas G. Myers
Name:	Nicholas G. Myers
Title:	Senior Vice President

[Signature Page 6 to Fourth Amendment]

BANK OF AMERICA, N.A.,

as a Lender

By:

Name:

Title:

[Signature Page 7 to Fourth Amendment]

COMERICA BANK,
as a Lender
By:	/s/ Mark J Leveille
Name:	Mark J Leveille
Title:	Vice President

[Signature Page 8 to Fourth Amendment]

EXHIBIT C TO

THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

FORM OF BORROWING NOTICE

To: U.S. Bank National Association, as administrative agent (the “Administrative Agent”) under that certain Third Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of December 6, 2010 among The Dolan Company, as a Borrower and as the Borrowers’ Agent (in such capacity, the “Borrowers’ Agent”), the Subsidiaries of Dolan from time to time party thereto (together with the Borrowers’ Agent, the “Borrowers”), the Lenders from time to time party thereto, and U.S. Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent

Capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement.

The undersigned Borrowers’ Agent hereby gives to the Administrative Agent a Borrowing Request pursuant to Section 2.7 of the Credit Agreement, and the Borrowers’ Agent hereby requests to borrow on behalf of the Borrowers on         , 20     (the “Borrowing Date”):

(a) from the Lenders, on a pro rata basis, an aggregate principal Dollar amount of $            in Revolving Loans as:

1. ¨ a Base Rate Advance (in Dollars)

2. ¨ a Eurocurrency Advance with the following characteristics:

¨ Interest Period of one week

¨ Interest Period of     month(s)

(b) from the Swing Line Lender, a Swing Line Loan (in Dollars) of $            bearing interest at:

1. ¨ Base Rate

2. ¨ Agreed interest rate of     % per annum

The undersigned hereby certifies to the Administrative Agent and the Lenders on behalf of the Borrowers that (i) all of the representations and warranties of the Borrowers set forth in the Credit Agreement are true and correct (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) on and as of the date of the Advance requested herein; (ii) at the time of and immediately after giving effect to such Advance, no Default shall have occurred and be continuing; and (iii) all other relevant conditions set forth in Section 4.2 of the Credit Agreement have been satisfied.

IN WITNESS WHEREOF, the undersigned has caused this Borrowing Notice to be executed by its authorized officer as of the date set forth below.

Dated:             , 20    

THE DOLAN COMPANY, as Borrowers’ Agent

By:

Name:

Title:

C-2

EX-99.1

Exhibit 99.1

THE DOLAN COMPANY ANNOUNCES PUBLIC OFFERING OF PREFERRED STOCK

MINNEAPOLIS, Minn. (January 22, 2012) – The Dolan Company (NYSE: DM), a leading provider of professional services and business information to the legal, financial and real estate sectors in the United States, today announced that it intends to engage in an underwritten public offering of a newly designated series of preferred stock, designated as its 8.5% Series B Cumulative Preferred Stock (the “Series B Preferred Stock”). The company will file an application to list the Series B Preferred Stock on the New York Stock Exchange. The underwriters are selling the shares of the Series B Preferred Stock on a “best efforts” basis. The company plans to use the net proceeds from the offering to repay borrowings outstanding under its credit facility.

The shares will be issued pursuant to a registration statement that has been declared effective by the Securities and Exchange Commission. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

MLV & Co. LLC is acting as sole book-running manager for the offering, and Northland Capital Markets and Dougherty & Company are acting as co-managers for the offering.

The offering of these securities will be made only by means of a preliminary prospectus supplement and related prospectus. Copies of the prospectus and accompanying prospectus supplement relating to these securities may be obtained by contacting MLV & Co. LLC, 1251 Avenue of the Americas, New York, New York 10020, Attention: Randy Billhardt, e-mail: RBillhardt@mlvco.com, telephone: 212-542-5882.

The Dolan Company is a leading provider of professional services and business information to the legal, financial and real estate sectors. Its Professional Services Division provides specialized outsourced services to the legal profession through its subsidiaries, NDeX, DiscoverReady and Counsel Press. NDeX is a leading provider of mortgage default processing services in the United States. DiscoverReady provides outsourced discovery management and document review services to major companies and law firms. Counsel Press is the nation’s largest provider of appellate services to the legal community. The company’s Business Information Division

publishes business journals, court and commercial media and other highly focused information products and services, operates web sites and produces events for targeted legal and professional audiences in each of the 19 geographic markets that it serves across the United States.

Investor Contact:

Bob Evans – 612-317-9430

Director of Business Development and Investor Relations - The Dolan Company

bob.evans@thedolancompany.com

“Northland Capital Markets” is the trade name for certain capital markets and investment banking services of Northland Securities, Inc., member FINRA/SIPC.

Statement Regarding Forward Looking Information

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts are forward-looking statements. Such forward-looking statements include statements related to the company’s intended offering of the Series B Preferred Stock and the planned use of proceeds. Forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and many of which are beyond management’s control. These risks, uncertainties and other factors include, but are not limited to, those described under “Risk Factors” in Item 1A of our annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 9, 2012, and those described in filings made with the SEC in connection with the planned offering of the Series B Preferred Stock. We undertake no obligation to update any forward-looking statements in light of new information or future events.

EX-99.2

The Dolan Company Investor Presentation

(NYSE: DM)

James P. Dolan

Chairman, President and CEO

Vicki J. Duncomb

Vice President and CFO

Bob Evans

Director, Business Development & Investor

Relations

Exhibit 99.2

Forward—Looking Statements

2

In addition to historical information, this presentation contains forward-looking statements that reflect our current

expectations and projections about future results, performance, prospects and opportunities. These forward-looking

statements are subject to a number of risks, uncertainties and other factors that may cause actual results, performance,

prospects or opportunities to be materially different from those expressed in, or implied by, such forward-looking

statements.  These risks and uncertainties include those described in the Risk Factors and Forward-Looking Statements

sections of the company’s quarterly and annual reports filed with the SEC, including the Form 10-K filed on March 9,

2012.  Copies of the company’s SEC filings are available at the SEC’s web site and atwww.thedolancompany.com.You

should not place undue reliance on any forward-looking statements. We assume no obligation to update any forward-looking

statements for any reason, even if new information becomes available, new events occur or circumstances change.

The Dolan Company at a Glance

Court & commercial media

Electronic and print

Processing services

E-discovery services

Appellate services

1)

Revenue mix is based on third quarter 2012 results 

BUSINESS

INFORMATION

27% of revenues

(1)

3

Q3 2012

Q3 2011

y/y

Revenue

$49.8m

$51.4m

-3.1%

2011

2010

y/y

$190.1m

$210.5m

-9.7%

Professional Services:

73% of total company

Q3 2012 revenues

4

Third Quarter 2012 Professional Services Revenue Mix

Professional Services Division

46.4%

7.7%

45.9%

1) Based on our estimated volume of mortgages in foreclosure and the average revenue we derived per file in 2011 which we believe would be

generally representative of rates charged for mortgage default processing services throughout the United States

2) Seasonally-adjusted total delinquent loans as a percentage of mortgages outstanding, according to the Mortgage Bankers Association

3) Seriously delinquent loans (90+ days) outstanding by state, according to the Mortgage Bankers Association

> 100K

20K-

100K

< 20K

4.95%

5.82%

7.88%

2006

2007

2008

2009

2010

2011

9.47%

8.25%

Seriously Delinquent Loans –

Q3 2012

Historical Delinquency Trends

(2)

Seriously Delinquent Loans

(3)

5

7.58%

Q3 2012

7.40%

Nationwide Market

$1b Market Opportunity

(1)

6

1)

Foreclosure starts as a percentage of mortgages outstanding by state according to the MBA’s National Delinquency

Survey  for the quarter ended  September 30, 2012

Leading Provider of Processing Services

1.  New Jersey

2.  Florida

Rankings in loans 90+ days past due

States with the highest residential

mortgage foreclosure starts

(1)

5.

Georgia

7.

Nevada

11. Indiana

12. Michigan

25. California

39. Texas

40. Minnesota

#1

#3

#5

#13

#19

#27

#16

Law

Law

Firm

Firm

Law

Law

Firm

Firm

Law

Law

Firm

Firm

Law

Law

Firm

Firm

Law

Law

Firm

Firm

Law

Law

Firm

Firm

Law

Law

Firm

Firm

Fees paid by servicers to law firms benchmarked

by GSEs and government agencies:

Fannie Mae, Freddie Mac, FHA, VA

California

7

What We Do

Growth Strategy: Five Ways to Win

8

PRICE

INCREASES

T

ECHNOLOGY

S

ERVICES

IN

NEW

MARKETS

E

XPAND

G

EOGRAPHIC

F

OOTPRINT

M

ORE

B

USINESS

F

ROM

E

XISTING

C

LIENTS

M

ANDATED

A

DDITIONAL

STEPS

9

Fast-Growing e-Discovery Market

$4 billion+ market,

double-digit growth

(1)

Fortune 1000 companies

need high quality with

controllable costs

Rising litigation data

volume, regulatory

demands

Market share gains via

technology innovations,

synergistic sales/marketing

1) Source: The Dolan Company estimate

DiscoverReady’s Client Mix

The E-Discovery Process

10

Information

Management

Identification

Presentation

Preservation

Collection

Review

Analysis

Processing

Production

11

Technology

Neutral

Constantly

evaluating

tools on

market

Client-

centered

solutions

Thought

Leadership

Industry-

recognized

discovery

professionals

Dedicated

practice groups

Experts in

designing

processes

Innovation

PrivBank ®

Decision®

i-

Competitive Advantages

12

Large Appellate Services Market

1)

2)

http://www.uscourts.gov/Statistics/FederalJudicialCaseloadStatistics/FederalJudicialCaseloadStatistics2011.aspx

Number of Cases

Handled in 2011

Total U.S. Filings

~ 300,000

~ 8,600

~ 56,000

Counsel Press

Federal

(1)

State

(2)

Highly fragmented sector, 

limited competition

Law firm outsourcing

driven by increasing

volumes, complexity

Building on our market-

leading position as

nation’s largest

Source:  Examining the Work of State Courts: An analysis of 2008 State Court Caseloads

Business Information:

Business Information:

27% of total company

27% of total company

Q3 2012 revenues

Q3 2012 revenues

13

Display & Classified

Subscription & Other

Public Notice

Q3 2012

Q3 2011

y/y

Revenue

$18.3m

$18.8m

-2.8%

2011

2010

y/y

$78.5m

$83.8m

-6.4%

Third Quarter 2012 Business Information Revenue Mix

44.6%

28.4%

27.0%

Business

Information

Division

14

Attractive Business Information Market

Highly fragmented U.S.

market with 600+ titles

(1)

Approximately 4%

market share

Attractive local market

fundamentals

Higher barriers to entry

1) Source: The Dolan Company estimate

$2 billion

$78.5 million

0

400

800

1,200

1,600

The Dolan Company

Full Year 2011

Business Information

Revenue

Total Market

Opportunity

(1)

Business Information Division

National Footprint

The Dolan Company Business Information Operations

15

19 markets      100+ titles        100+ web sites

Q3 2012 Revenue Mix by Revenue Line

Countercyclical

Cyclical / Non-Cyclical

Foreclosure Public Notice

Mortgage Default

Processing Services

Display & Classified

Advertising

eDiscovery

Subscription & Other

Q3 2012 Revenue Mix

Other Public Notice

16

Appellate Services

5.6%

34.0%

33.5%

8.9%

3.1%

7.3%

7.6%

Name

Title

Yrs Experience

Previous

Jim Dolan

Chairman, President, CEO

37

News Corporation,

Wall Street M&A

Scott Pollei

EVP, COO

25

KPMG

Vicki J. Duncomb

VP, CFO

28

McGraw-Hill

Renee Jackson

VP, General Counsel

21

Fair Isaac Corp.,

Fulbright & Jaworski

Mark Stodder

EVP –

Business

Information

30

L.A. Independent

Newspapers,

Post Newspaper Group

David Trott

Chairman,

CEO

–

NDeX

27

Trott & Trott

Scott Goldstein

President –

NDeX

25

Trott & Trott,

Schlumberger

Jim Wagner

CEO –

DiscoverReady

17

Document

Technologies, Inc.

Steve Harber

President –

DiscoverReady

22

Palisades Advisors

17

Proven and Experienced Leadership

Financial Overview

Financial Overview

18

19

Financial Profile

Strong cash flow conversion

Meaningful operating leverage

Successful acquisitions accretive to cash flow

$294.3

$146.1

$255.6

2007

2008

2010

Y/Y                    25.8%       39.1%       15.1%       -8.7%

2009

$183.8

$68.1

Q3 11

Q3 12

Quarterly Revenues ($ in mm)

$70.2

Annual Revenues ($ in mm)

20

$268.6

2011

Y/Y                                                 -3.0%

Revenues

Y/Y                                                

-20.7%

Quarterly Adj. EBITDA

(1)

($ in mm)

$12.6

$15.9

Q3 11

Q3 12

Adjusted EBITDA

(1)

($ in mm)

$90.7

$42.5

$82.0

2007

2008

2010

2009

$55.4

21

2011

$56.1

Y/Y                   30.4%    48.0%    10.6%    -38.1%

Adjusted EBITDA

1.

Please refer to the company’s earnings releases for 2007  through 2011 and for the third quarter of 2012, dated

March 27, 2008, February 24. 2009, February 23, 2010, February 23, 2011, March 9, 2012, and November 2,

2012, respectively, for a reconciliation of Adjusted EBITDA to the comparable GAAP measure and the reasons

we consider Adjusted EBITDA an important measure of our financial performance.

22

$59.3

2010

2011

$38.8

Annual Free Cash Flow

Annual Free Cash Flow

(1)

(1)

($ in millions)

($ in millions)

FCF Conversion Historically> 50% of Adjusted EBITDA

FCF Conversion Historically> 50% of Adjusted EBITDA

$17.6

2012 Q3 YTD

Strong Free Cash Flow Generation

Note:  Free Cash Flow Conversion is defined as Cash Provided by Operating Activities – Capex / Adjusted  EBITDA.

1.

Please refer to the company’s earnings releases for 2010 through 2011 and for the third quarter of 2012, dated February 23, 2011, March 9,

2012, and November 2, 2012, respectively, for a reconciliation of free cash flow to the comparable GAAP measure and the reasons we 

consider free cash flow an important measure of our financial performance.

How We Believe We Can De-lever

Assumptions:

Net debt as of 9/30/12

$174.6M

Net debt as of 12/31/12 (unaudited)

$162.5M

Estimated proceeds from preferred stock

$15M+

Expected 2013 free cash flow

$20M+

Estimated 2013 federal income tax refund

$7M+

Based on expected NOL carryforward at 12/31/12

of $20M+

23

Financial Coverage

TTM Adjusted EBITDA

(1)

$46.6M

Expected 2013 cash interest

(2)

$10.0M

(Excludes dividend payment from preferred stock)

Expected Adjusted EBITDA

Coverage Ratio

(3)

>  4.0x

Higher rate on preferred stock offset by lower rate on

the bank grid scale –

neutral to free cash flow

24

1.

Represents Adjusted EBITDA for the four quarters ended September 30, 2012. Please refer to the company’s

earnings releases for the fourth quarter of 2011 and the first second and third quarters of 2012, dated March 9, 2012,

May 8, 2012, August 1, 2012, and November 2, 2012, respectively, for a reconciliation of Adjusted EBITDA to the

comparable GAAP measure and the reasons we consider Adjusted EBITDA an important measure of our financial

performance.

2.

Based on assumed average debt of $160 million and an average interest rate of 6.0% during 2013.

3.

Assumes  2013 Adjusted EBITDA greater than $40 million as reflected above and expected 2013 cash interest

reflected above.  Adjusted EBITDA Coverage Ratio is calculated as Adjusted EBITDA divided by cash interest.

Capital Sources

(in millions)

9/30/2012

Cash &

Equivalents

$15.6

Senior Term

Loan

Due

2015

$141.3

Revolving

Debt

Facility

Due

2015

$48.0

($16.5m

unused

capacity)

* Defined as the ratio of outstanding indebtedness to trailing pro-forma Adjusted EBITDA

Managing Leverage

2011

2010

2009

2012

25

1

2

3

4

5

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Leverage

Ratios *