Attached files
file | filename |
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EX-10.2 - EXHIBIT 10.2 - Dolan Co. | c94239exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - Dolan Co. | c94239exv10w3.htm |
EX-99.1 - EXHIBIT 99.1 - Dolan Co. | c94239exv99w1.htm |
EX-10.1 - EXHIBIT 10.1 - Dolan Co. | c94239exv10w1.htm |
8-K - FORM 8-K - Dolan Co. | c94239e8vk.htm |
Exhibit 10.4
AMENDMENT NO. 7
to the
AMENDED AND RESTATED OPERATING AGREEMENT
of
AMERICAN PROCESSING COMPANY, LLC
to the
AMENDED AND RESTATED OPERATING AGREEMENT
of
AMERICAN PROCESSING COMPANY, LLC
THIS AMENDMENT NO. 7 (this Amendment) to that certain Amended and Restated Operating
Agreement, dated as of March 14, 2006, as amended by that certain Amendment No. 1 to the Amended
and Restated Operating Agreement, dated as of January 9, 2007, that certain Amendment No. 2 to the
Amended and Restated Operating Agreement, dated as of November 30, 2007, that certain Amendment No.
3 to the Amended and Restated Operating Agreement, dated as of February 28, 2008, that certain
Amendment No. 4 to the Amended and Restated Operating Agreement, dated as of August 15, 2008, that
certain Amendment No. 5 to the Amended and Restated Operating Agreement, dated as of July 1, 2009,
and that certain Amendment No. 6 to the Amended and Restated Operating Agreement, dated as of
December 1, 2009 (the Operating Agreement), of American Processing Company, LLC, a Michigan
limited liability company (the Company), is made and entered into to be effective for all
purposes as of January 4, 2010, by and among the Company, the Manager and the Member listed on the
signature pages hereto. Capitalized terms used but not otherwise defined herein shall have
meanings specified in the Operating Agreement.
RECITALS
A. Dolan APC, LLC (Dolan) and David A. Trott, Ellen Coon, Trustee of the Ellen Coon Living
Trust u/a/t 9/9/98, Marcy J. Ford, Trustee of the Marcy Ford Revocable Trust u/a/d 7/12/14, William
D. Meagher, Trustee of the William D. Meagher Trust u/a/d 8/24/07 and Jeanne M. Kivi, Trustee of
the Jeanne M. Kivi Trust u/a/t 8/24/07 (collectively, the Selling Members) are each parties to
certain Common Unit Purchase Agreements pursuant to which Dolan agreed to purchase an aggregate
104,905 Common Units from the Selling Parties on the terms and conditions set forth therein.
B. Pursuant to Section 10.4 of the Operating Agreement, the Manager and a
Supermajority-in-Interest of the Members have agreed to amend the terms of the Operating Agreement
to reflect the APCI Transfer and the admission of each of the assignees as a Substituted Member of
the Company.
AGREEMENT
1. AMENDMENTS
1.1 The definition of Trott & Trott in Article I of the Operating Agreement is deleted in
its entirety.
1.2 Exhibit A of the Operating Agreement is hereby replaced with Exhibit A
attached hereto.
2. REFERENCE TO AND EFFECT ON THE OPERATING AGREEMENT
2.1 Each reference in the Operating Agreement to this Agreement, hereunder, hereof,
herein, or words of like import shall mean and be a reference to the Operating Agreement as
amended hereby.
2.2 Except as specifically amended above, the Operating Agreement shall remain in full force
and effect and is hereby ratified and confirmed.
3. MISCELLANEOUS
3.1 This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same instrument. In
accordance with the Operating Agreement, this Amendment shall be effective upon execution by the
Company, the Manager and a Supermajority-in-Interest of the Members. This Amendment, to the extent
signed and delivered by means of a facsimile machine or other electronic transmission (including
transmission in portable document format by electronic mail), shall be treated in all manner and
respects and for all purposes as an original agreement and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. At the
request of any party hereto, each other party hereto shall re-execute original forms hereof and
deliver them to all other parties, except that the failure of any party to comply with such a
request shall not render this Amendment invalid or unenforceable. No party hereto shall raise the
use of a facsimile machine or other electronic transmission to deliver a signature, or the fact
that any signature was transmitted or communicated through the use of a facsimile machine or other
electronic transmission, as a defense to the formation or enforceability of a contract and each
such party forever waives any such defense.
3.2 Section headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other purpose.
3.3 Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Amendment and the consummation of the transactions contemplated
hereby.
3.4 The language used in this Amendment will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will be applied against
any party.
3.5 If and to the extent there are any inconsistencies between the Operating Agreement and
this Amendment, the terms of this Amendment shall control.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written
above.
COMPANY: | ||||||
AMERICAN PROCESSING COMPANY, LLC | ||||||
By: | DOLAN APC LLC | |||||
Its: | Manager | |||||
By: | /s/ Scott J. Pollei
|
|||||
Name: | Scott J. Pollei | |||||
Its: | Vice President | |||||
MANAGER: | ||||||
DOLAN APC LLC | ||||||
By: | /s/ Scott J. Pollei
|
|||||
Name: | Scott J. Pollei | |||||
Its: | Vice President | |||||
MEMBERS: | ||||||
DOLAN APC LLC | ||||||
By: | /s/ Scott J. Pollei
|
|||||
Name: | Scott J. Pollei | |||||
Its: | Vice President |
EXHIBIT A
List of Members, Capital Contributions, Capital Accounts
Common Units and Participating Percentages
Common Units and Participating Percentages
As of January 4, 2010
Name, Address, Phone | ||||||||
and Fax of Member | Common Units | Participating Percentage | ||||||
Dolan APC, LLC |
1,278,857 | 92.25 | % | |||||
c/o Dolan Media Company 222 South Ninth Street Suite 2300 Minneapolis, Minnesota 55402 Phone: (612) 317-9425 Fax: (612) 317-9434 Attention: James P. Dolan |
||||||||
Feiwell & Hannoy Professional Corporation |
23,560 | 1.70 | % | |||||
251 North Illinois Street, Suite 1700 Indianapolis, Indiana 46204 Phone: (317) 237-2727 Fax: (317) 237-2722 Attention: Douglas Hannoy and Michael Feiwell |
||||||||
Jacqueline M. Barrett |
34,609 | 2.50 | % | |||||
5941 Club Oaks Drive Dallas, Texas 75248 Phone: (972) 341-0512 Fax: (972) 341-0601 |
||||||||
Robert F. Frappier |
14,899 | 1.07 | % | |||||
1735 North Blvd. Houston, Texas 77098 Phone: (713) 693-2002 Fax: (713) 621-2179 |
||||||||
James C. Frappier and Judith A. Frappier, JTWROS |
5,714 | 0.41 | % | |||||
4308 Mossey Oak Court Flower Mound, Texas 75022 Phone: (214) 668-0303 Fax: (972) 341-5024 |
||||||||
Mary A. Daffin and Maynard Samuel Daffin, Sr., |
14,899 | 1.07 | % | |||||
Tenants in Common 11750 Gallant Ridge Lane Houston, Texas 77082 Phone: (281) 596-8733 Fax: (281) 596-8462 |
Name, Address, Phone | ||||||||
and Fax of Member | Common Units | Participating Percentage | ||||||
Barry Tiedt and Terri Tiedt, JTWROS |
5,714 | 0.41 | % | |||||
921 Genoa Court Argyle, Texas 76226 Phone: (972) 341-0572 Fax: (972) 341-0679 |
||||||||
Abbe L. Patton and Lisle D. Patton, JTWROS |
5,714 | 0.41 | % | |||||
6016 Pinnacle Cr. Little Elm, Texas 75068 Phone: (972) 341-0506 Fax: (972) 341-0678 |
||||||||
Rebecca L. Howell |
601 | 0.04 | % | |||||
1916 Lincolnshire Bedford, TX 76021 Phone: (972) 341-0596 Fax: (972) 341-0679 |
||||||||
Jill A. Helmers |
600 | 0.04 | % | |||||
5208 Saddle Drive Flower Mound, TX 75028 Phone: (972) 341-0505 Fax: (972)341-0679 |
||||||||
Christine T. Pummill |
600 | 0.04 | % | |||||
249 Enclaves Court Coppell, TX 75019 Phone: (972) 341-523104 Fax: (972)341-0679 |
||||||||
Brian S. Engel |
393 | 0.03 | % | |||||
P.O. Box 76 Driftwood, TX 78619 Phone: (512) 477-0008 Fax: (512) 477-1112 |
||||||||
Steve P. Turner and Marsha L. Turner, Tenants in |
394 | 0.03 | % | |||||
Common 10002 Brandywine Circle Austin, TX 78750 Phone: (512) 477-0008 Fax: (512) 477-1112 |
||||||||
TOTAL: |
1,386,554 | 100.000 | % |