SECOND AMENDED AND RESTATED CREDIT AGREEMENT among

EXHIBIT 10.3

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

among

DOLAN MEDIA COMPANY,
DOLAN FINANCE COMPANY,
DOLAN PUBLISHING COMPANY,
DOLAN PUBLISHING FINANCE COMPANY,
CLEO COMPANY,
LONG ISLAND BUSINESS NEWS, INC.,
DAILY JOURNAL OF COMMERCE, INC.,
LAWYER’S WEEKLY, INC.,
LEGAL LEDGER, INC.,
THE JOURNAL RECORD PUBLISHING CO.,
DAILY REPORTER PUBLISHING COMPANY,
NEW ORLEANS PUBLISHING GROUP, INC.,
NOPG, L.L.C.,
WISCONSIN PUBLISHING COMPANY,
LEGAL COM OF DELAWARE, INC.,
MISSOURI LAWYERS MEDIA, INC.,
THE DAILY RECORD COMPANY,
IDAHO BUSINESS REVIEW, INC.,
FINANCE AND COMMERCE, INC.,
COUNSEL PRESS, LLC,
ARIZONA NEWS SERVICE, LLC,
DOLAN DLN, LLC,
DOLAN APC LLC, and
AMERICAN PROCESSING COMPANY, LLC,
as Borrowers,

THE BANKS FROM TIME TO TIME PARTY HERETO,

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

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

and

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

Dated as of August 8, 2007

TABLE OF CONTENTS

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 8, 2007, is by and among DOLAN MEDIA COMPANY, a Delaware corporation, DOLAN FINANCE COMPANY, a Minnesota corporation, DOLAN PUBLISHING COMPANY, a Delaware corporation, DOLAN PUBLISHING FINANCE COMPANY, a Minnesota corporation, CLEO COMPANY, a Delaware corporation, LONG ISLAND BUSINESS NEWS, INC., a New York corporation, DAILY JOURNAL OF COMMERCE, INC., a Delaware corporation, LAWYER’S WEEKLY, INC., a Delaware corporation, LEGAL LEDGER, INC., a Minnesota corporation, THE JOURNAL RECORD PUBLISHING CO., a Delaware corporation, DAILY REPORTER PUBLISHING COMPANY, a Delaware corporation, NEW ORLEANS PUBLISHING GROUP, INC., a Louisiana corporation, NOPG, L.L.C., a Louisiana limited liability company, WISCONSIN PUBLISHING COMPANY, a Minnesota corporation, LEGAL COM OF DELAWARE, INC., a Delaware corporation, MISSOURI LAWYERS MEDIA, INC., a Missouri corporation, THE DAILY RECORD COMPANY, a Maryland corporation, IDAHO BUSINESS REVIEW, INC., an Idaho corporation, FINANCE AND COMMERCE, INC., a Minnesota corporation, COUNSEL PRESS, LLC, a Delaware limited liability company, ARIZONA NEWS SERVICE, LLC, a Delaware limited liability company, DOLAN DLN LLC, a Delaware limited liability company, DOLAN APC LLC, a Delaware limited liability company, and AMERICAN PROCESSING COMPANY, LLC, a Michigan limited liability company (individually, a “ Borrower ” and, collectively, the “ Borrowers ”), the banks from time to time party hereto (individually, a “ Bank ” and, collectively, the “ Banks ”), LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent, ASSOCIATED BANK NATIONAL ASSOCIATION, as Co-Documentation Agent, BANK OF THE WEST, as Co-Documentation Agent, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, one of the Banks, LC Bank and Lead Arranger, as agent for the Banks (in such capacity, the “ Agent ”).

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

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

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

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

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

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

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

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

     “ Affected Bank ”: As defined in Section 2.29.

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

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

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

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

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

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

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

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

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

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

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

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

     “ Applicable Margin ”: Subject to the last sentence of this definition, with respect to the period beginning one day after the compliance certificate required by Section 5.1(d) with respect to a fiscal quarter is required to be delivered and ending on the date one day after the date such compliance certificate for the next fiscal quarter is required to be delivered, the percentage specified as applicable to Prime Rate Advances or LIBOR Advances, based on the Senior Leverage Ratio calculated as of the end of the fiscal quarter for which such compliance certificate was delivered:

For any period beginning one day after the compliance certificate required by Section 5.1(e) with respect to a fiscal quarter is required to be but is not delivered and ending on the date one day after the date such compliance certificate is delivered, the Applicable Margin shall be as specified for a Senior Leverage Ratio equal to or greater than 3.50 to 1.00; provided , however , that until November 15, 2007 the Applicable Margin shall be based on the Senior Leverage Ratio calculated as of the Closing Date and reflected in the compliance certificate delivered pursuant to Section 3.1(a)(viii).

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

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

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

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

     “ Borrowers’ Agent ”: Dolan Media.

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

     “ BSA ”: As defined in Section 5.8.

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

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

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

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

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

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

     “ Charges ”: As defined in Section 9.19.

     “ Closing Date ”: August 8, 2007.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Fee Letter ”: As defined in Section 2.15.

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

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

to

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

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

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

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

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

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

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

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

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

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

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

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

     “ Indemnitee ”: As defined in Section 9.11.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Maximum Rate ”: As defined in Section 9.19.

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

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

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

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

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

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

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

     “ OFAC ”: As defined in Section 5.8.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Replacement Bank ”: As defined in Section 2.29.

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

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

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

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

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

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

     “ Revolving Loan ”: As defined in Section 2.1.

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

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

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

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

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

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

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

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

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

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

     to

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Unpaid Drawing ”: As defined in Section 2.11.

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

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

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

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

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

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

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

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

ARTICLE II
TERMS OF THE CREDIT FACILITIES

Part A — Terms of Lending

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

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

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

     Section 2.2 Procedure for Loans .

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

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

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

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

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

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

     Section 2.5 Interest Rates, Interest Payments and Default Interest .

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

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

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

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

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

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

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

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

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

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

     Section 2.6 Repayment and Mandatory Prepayment .

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

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

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

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

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

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

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

Part B — Terms of the Letter of Credit Facility

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

     Section 2.9 Procedures for Letters of Credit .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Part C — General

     Section 2.13 Revolving Commitment Reduction; Incremental Term Loan Commitment .

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

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

     (b) [Intentionally Omitted.]

     (c) Incremental Term Loan Commitment .

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

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

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

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

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

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

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

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

     Section 2.16 Revolving Commitment Fee . Subject to the last sentence of this Section 2.16, with respect to the period beginning one day after the day the financial statements and compliance certificate required by Sections 5.1(c) and (d) with respect to a fiscal quarter are required to be delivered and ending on the date one day after the date such financial statements and compliance certificate for the next fiscal quarter are required to be delivered, the Borrowers shall pay to the Agent for the account of each Bank fees (the “ Revolving Commitment Fees ”) in an amount determined by applying the percentage specified below based on the Senior Leverage Ratio calculated as of the end of the fiscal quarter for which such financial statements were delivered to the average daily unused Revolving Commitment Amount of each Bank:

     Revolving Commitment Fees are payable quarterly on the last day of each calendar quarter and on the Revolving Loan Termination Date. Following the occurrence and during the continuance of an Event of Default or for any period beginning one day after the compliance certificate required by Section 5.1(e) with respect to a fiscal quarter is required to be but is not delivered and ending on the date one day after the date such compliance certificate is delivered, the Commitment Fee Percentage shall be as specified for a Senior Leverage Ratio equal to or greater than 3.50 to 1.00; provided , however , that until November 15, 2007 the Commitment Fee Percentage shall be based on the Senior Leverage Ratio calculated as of the Closing Date and as reflected in the compliance certificate delivered pursuant to Section 3.1(a)(viii).

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

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

     Section 2.18 [ Intentionally Omitted .]

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

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

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

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

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

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

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

     Section 2.23 Increased Cost . If any Regulatory Change:

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

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

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

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

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

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

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

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

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

     Section 2.28 Taxes .

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III
CONDITIONS PRECEDENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

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

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

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

     Section 4.3 No Conflict; No Default . The execution, delivery and performance by each Borrower of the Borrower Loan Documents will not (a) violate in any material respect any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to such Borrower, (b) violate or contravene any provision of the Articles of Incorporation, bylaws or limited liability company agreement of such Borrower, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other

agreement, lease or instrument to which such Borrower is a party or by which it or any of its properties may be bound or result in the creation of any Lien thereunder which breach or default could reasonably be expected to constitute a Material Adverse Occurrence. No Borrower is in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences of such default or violation could reasonably be expected to constitute a Material Adverse Occurrence.

     Section 4.4 Government Consent . No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority is required on the part of any Borrower to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, the Borrower Loan Documents, except for any necessary filing or recordation of or with respect to any of the Security Documents.

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

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

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

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

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

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

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

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

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

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

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

     Section 4.15 [ Intentionally Omitted .]

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

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

     Section 4.18 Subsidiaries . As of the date of this Agreement, each Subsidiary of the Borrowers’ Agent is a Borrower and the Borrowers have no Subsidiaries other than those listed on Schedule 4.18, which sets forth the number and percentage of the shares of each class of Equity Interests owned beneficially or of record by the Borrowers, and the jurisdiction of organization of each Borrower.

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

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

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

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

ARTICLE V
AFFIRMATIVE COVENANTS

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

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

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

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

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

     (c) As soon as available and in any event within 45 days after the end of each fiscal quarter, unaudited consolidated statements of income for the Borrowers for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, a consolidated balance sheet of the Borrowers as at the end of such quarter, setting forth in each case in comparative form figures for the corresponding period for the preceding fiscal year, and a comparison of actual and budgeted revenue and Adjusted EBITDA for each business unit of the Borrowers for such quarter and the period from the beginning of such fiscal year to the end of such quarter, with corresponding figures for the prior fiscal year, together with an unaudited consolidated statement of cash flow for the Borrowers for such quarter and for the period from