SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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DOLAN MEDIA COMPANY, as a Borrower and as Borrowers’ Agent | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | President | |||
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 | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | President | |||
AMERICAN PROCESSING COMPANY, LLC | ||||
By: | Dolan APC LLC, its Managing Member | |||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | President |
THP / NDEX AIV CORP. | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
THP / NDEX AIV, L.P. | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
NATIONAL DEFAULT EXCHANGE MANAGEMENT, INC. | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
NATIONAL DEFAULT EXCHANGE HOLDINGS, LP | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
NATIONAL DEFAULT EXCHANGE GP, LLC | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
NATIONAL DEFAULT EXCHANGE, LP | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
NDEX TECHNOLOGIES, LLC | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
NDEX WEST, LLC | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
NDEX TITLE SERVICES, L.L.C. | ||||
By: | /s/ James P. Dolan | |||
Name: | James P. Dolan | |||
Title: | Vice President | |||
U.S. BANK NATIONAL ASSOCIATION, as Agent | ||||
By: | /s/ Bradley R. Sprang | |||
Bradley R. Sprang | ||||
Vice President | ||||
U.S. BANK NATIONAL ASSOCIATION, as a Bank | ||||
By: | /s/ Bradley R. Sprang | |||
Bradley R. Sprang | ||||
Vice President | ||||
BANK OF AMERICA, N.A., (Successor by merger to LaSalle Bank National Association) | ||||
By: | /s/ Thomas P. Sullivan | |||
Name: | Thomas P. Sullivan | |||
Title: | Senior Vice President | |||
ASSOCIATED BANK, NATIONAL ASSOCIATION | ||||
By: | /s/ Nicholas G. Myers | |||
Name: | Nicholas G. Myers | |||
Title: | Vice President | |||
BANK OF THE WEST | ||||
By: | /s/ Philip P. Krump | |||
Name: | Philip P. Krump | |||
Title: | Vice President | |||
COMERICA BANK | ||||
By: | /s/ Andrea Kaetchi | |||
Name: | Andrea Kaetchi | |||
Title: | Assistant Vice President | |||
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH | ||||
By: | /s/ Eric Hurshman | |||
Name: | Eric Hurshman | |||
Title: | Managing Director | |||
By: | /s/ Brett Delfino | |||
Name: | Brett Delfino | |||
Title: | Executive Director | |||
KEYBANK NATIONAL ASSOCIATION | ||||
By: | /s/ Jennifer A. O’Brien | |||
Name: | Jennifer A. O’Brien | |||
Title: | Vice President |
Issued and | ||||||||
State of | Percentage | Outstanding | ||||||
Subsidiary | Organization | 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 | ||||
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 |
Sch 4.18-1
Issued and | ||||||||
State of | Percentage | Outstanding | ||||||
Subsidiary | Organization | Ownership | Shares | |||||
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 | 84.67% owned by Dolan APC LLC | 1,386,554 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 THP/NDEx AIV Corp.; 100% of general partner interests owned by American Processing Company, LLC | ||||||
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 |
Sch 4.18-2
Issued and | ||||||||
State of | Percentage | Outstanding | ||||||
Subsidiary | Organization | Ownership | Shares | |||||
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 | ||||||
discoverReady LLC | Delaware | 85% owned by Dolan Media | 850,000 common units |
Sch 4.18-3
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, as amended December 29, 2008 |
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, as amended December 29, 2008 |
7. | Employment Agreement dated as of January 9, 2007 by and between Douglas Hannoy and APC, as amended December 29, 2008 | |
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 Dolan Finance Company dated as of November 10, 2006 | |
12. | APC Note payable to Dolan Finance Company dated as of January 9, 2007 | |
13. | APC Note payable to Dolan Finance Company dated as of January 9, 2008 | |
14. | APC Note payable to Dolan Finance Company dated as of January 8, 2009 | |
15. | APC Note payable to Dolan Finance Company dated September 2, 2008 | |
16. | APC Note payable to Dolan Finance Company dated October 1, 2009 |
17. | Amended and Restated Employment Agreement dated as of April 1, 2007 by and between Dolan Media Company and James P. Dolan, as amended December 29, 2008 |
Sch 6.8-1
18. | Amended and Restated Employment Agreement dated as of August 1, 2009 by and between Dolan Media Company and Scott Pollei |
19. | Employment Agreement dated as of April 1, 2007 by and between Dolan Media Company and Mark W.C. Stodder, as amended December 29, 2008 and August 1, 2009 |
20. | Employment Agreement dated as of August 1, 2009 by and between Dolan Media Company and Vicki J. Duncomb |
21. | Net Director, LLC, in which David A. Trott owns 11.1%, provides an information clearing house service used by APC |
22. | American Servicing Corporation, in which David A. Trott owns 60%, provides property tax searches and courier services to APC |
23. | Lease dated as of April 1, 2007 by and between APC and NW13, LLC, in which David A. Trott owns 75% |
25. | 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 |
26. | 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 |
27. | Sublease for 15000 Surveyor Blvd., Addison, Texas 75001, by and between National Default Exchange Holdings, LP and Barrett Daffin Frappier Turner & Engel, LLP |
28. | Sublease for 1900 St. James Place, Houston, Texas 77056, by and between National Default Exchange Holdings, LP and Barrett Daffin Frappier Turner & Engel, LLP |
29. | Office Sharing Agreements, by and between National Default Exchange Holdings, LP, Barrett Daffin Frappier Turner & Engel, LLP |
30. | Access Agreement for 15000 Surveyor Blvd., Addison, Texas 75001, by and between National Default Exchange Holdings, LP and Michael C. Barrett |
31. | Amended and Restated Services Agreement, by and between National Default Exchange, LP and Barrett Daffin Frappier Turner & Engel, LLP, as amended |
32. | Services Agreement, by and between National Default Exchange, LP and Barrett Daffin & Frappier, LLP, as amended |
33. | Services Agreement, by and between NDEx West, LLC and Barrett Daffin Frappier Treder & Weiss, LLP, as amended |
Sch 6.8-2
34. | Employment Agreement dated as of November 2, 2009 between Jim Wagner and discoverReady LLC | |
35. | Employment Agreement dated as of November 2, 2009 between Steve Harber and discoverReady LLC | |
36. | Employment Agreement dated as of November 2, 2009 between Paul Yerkes and discoverReady LLC | |
37. | Employment Agreement dated as of November 2, 2009 between David Shub and discoverReady LLC. |
38. | Employment Agreement dated as of November 2, 2009 between Parkhill Mays and discoverReady LLC. |
Sch 6.8-3
SECOND AMENDMENT
SECOND AMENDMENT
UNDER ACQUISITION DOCUMENTS
Ex. B-1
Ex. B-2
Ex. B-3
DOLAN MEDIA COMPANY | ||||
By: | ||||
Name: | ||||
Title: |
Ex. B-4
AGREED AND ACCEPTED this ___ day of November, 2009 | ||||
U.S. BANK NATIONAL ASSOCIATION, as Agent | ||||
By: | ||||
Vice President |
Ex. B-5
Dated: November __, 2009 | DR HOLDCO LLC | |||||
By: | ||||||
Title: | ||||||
Ex. B-6
SECOND AMENDMENT
Ex. C-1
Ex. C-2
Ex. C-3
Ex. C-4
DISCOVERREADY LLC, as New Borrower | ||||
By: | ||||
Name: | ||||
Title: | ||||
222 South Ninth Street
Suite 2300
Minneapolis, MN 55402
Attention:
Ex. C-5
U.S. BANK NATIONAL ASSOCIATION, as Agent | ||||
By: | ||||
Bradley R. Sprang | ||||
Vice President |
Ex. C-6
SECOND AMENDMENT
(discoverReady LLC)
Ex. D-1
Ex. D-2
Ex. D-3
Ex. D-4
Ex. D-5
Ex. D-6
Ex. D-7
Ex. D-8
Ex. D-9
Ex. D-10
Ex. D-11
Ex. D-12
Ex. D-13
Ex. D-14
Ex. D-15
Organizational ID # | DISCOVERREADY LLC | |||||||||
By: | ||||||||||
Name: | ||||||||||
Title: | ||||||||||
�� |
222 South Ninth Street
Suite 2300
Minneapolis, MN 55402
Fax (612) 317-9434
Attention:
Ex. D-16
as Secured Party
By | ||||
Bradley R. Sprang | ||||
Vice President |
U.S. Bank National Association
800 Nicollet Mall
Minneapolis, MN 55402
Fax: (612) 303-2264
Attention: Bradley R. Sprang (BC-MN-H03Q)
Ex. D-17
SECOND AMENDMENT
(See Attached)
(Dolan Media Company)
Ex. E-1
Ex. E-2
Ex. E-3
Ex. E-4
Ex. E-5
PLEDGOR: | ||||||||
DOLAN MEDIA COMPANY | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
Ex. E-6
as Secured Party
By: | ||||
Vice President |
Ex. E-7
Ex. E-8
Equity Interest Issuer: | Cleo Company (f/k/a Henry M. Greene & Associates, Inc.), a Delaware corporation |
Ex. E-9
Equity Interest Issuer: | Lawyer’s Weekly, Inc. (f/k/a Virginia Publishing Company), a Delaware corporation |
Ex. E-10
Ex. E-11
Ex. E-12
Ex. E-13
SECOND AMENDMENT
Ex. F-1
Ex. F-2
Ex. F-3
Ex. F-4
Ex. F-5
ASSIGNOR: | ||||||
DISCOVERREADY LLC | ||||||
By: | ||||||
c/o Dolan Media Company
222 South Ninth Street
Suite 2300
Minneapolis, Minnesota 55402
Attention:
Fax: (612) 317-9434
U.S. Bank National Association
800 Nicollet Mall
Minneapolis, Minnesota 55402
Attention: Bradley R. Sprang (BC-MN-H03Q)
Fax: (612) 303-2264
(DISCOVERREADY LLC)
Ex. F-6
COLLATERAL ASSIGNMENT
(TRADEMARKS)
Serial | Application | Registration | Registration | Status of | ||||||||||||
Country | Mark | No. | Date | No. | Date | Mark | ||||||||||
USA | DYNAMIC DATA FILTER* | 77558609 | 8/29/08 | N/A | N/A | Published (Pending) Intent to Use | ||||||||||
USA | BIZBLAST* | 77558603 | 8/29/08 | N/A | N/A | Published (Pending) Intent to Use | ||||||||||
USA | DYNAMIC DATA ANALYSIS | 77388273 | 2/4/08 | N/A | N/A | Published (pending) | ||||||||||
USA | ESI360* | 77214073 | 6/24/07 | N/A | N/A | Published (Pending) Intent to Use | ||||||||||
USA | PRIVVIEW* | 77214077 | 6/24/07 | N/A | N/A | Published (Pending) Intent to Use | ||||||||||
USA | I-DECISION | 77087437 | 1/21/07 | 3554625 | 12/30/08 | Registered | ||||||||||
USA | PRIVBANK | 77087440 | 1/21/07 | 3554626 | 12/30/08 | Registered | ||||||||||
USA | DISCOVERYBANK | 77087441 | 1/21/07 | 3558105 | 1/6/09 | Registered | ||||||||||
USA | APEX REVIEW | 78704616 | 8/31/05 | 3132658 | 8/22/06 | Registered | ||||||||||
USA | DISCOVERYCENTRE | 78695268 | 8/18/05 | 3212447 | 2/27/07 | Registered | ||||||||||
USA | DISCOVERREADY | 78515728 | 11/12/04 | 3035616 | 12/27/05 | Registered |
Ex. F-7
Ex. F-8
COLLATERAL ASSIGNMENT
(TRADEMARKS)
ASSIGNMENT OF TRADEMARKS
(Registered and Pending Use-Based Applications)
Ex. F-9
(Assignor) | ||||||||||||
Date: | By: | |||||||||||
Title: | ||||||||||||
(Assignee) | ||||||||||||
Date: | By: | |||||||||||
Title: |
Ex. F-10
COLLATERAL ASSIGNMENT
(TRADEMARKS)
ASSIGNMENT OF TRADEMARKS
(Intent-To-Use Applications)
Ex. F-11
(Assignor) | ||||||||||||
Date: | By: | |||||||||||
Title: | ||||||||||||
(Assignee) | ||||||||||||
Date: | By: | |||||||||||
Title: |
Ex. F-12
COLLATERAL ASSIGNMENT
(TRADEMARKS)
Ex. F-13
SECOND AMENDMENT
55 Broadway
21st Floor
New York, NY 10006
Re: | discoverReady LLC, a Delaware limited liability company (the “Company”) |
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 Third 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 the Supermajority-in-Interest Members (as defined therein). |
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 (discoverReady LLC) 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 such proviso and Agent agrees (i) not to 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 15% of the net cash proceeds from any such sale of, collection or other realization to the Company for distribution to the parties entitled thereto. |
Ex. G-1
as Agent
By: | ||||
Bradley R. Sprang | ||||
Vice President |
Ex. G-2
By: | ||||||
Name: | ||||||
Title: | ||||||
Ex. G-3
By: | ||||||
Name: | ||||||
Title: | ||||||
Ex. G-4