ASSET PURCHASE AGREEMENT by and among WILFORD & GESKE, PROFESSIONAL ASSOCIATION, a Minnesota professional corporation, LAWRENCE A. WILFORD, and JAMES A. GESKE AND AMERICAN PROCESSING COMPANY, LLC, a Michigan limited liability company February 22, 2008Asset Purchase Agreement • February 25th, 2008 • Dolan Media CO • Newspapers: publishing or publishing & printing • Minnesota
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 22, 2008, is by and among Wilford & Geske, a Minnesota professional association (the “Seller”), Lawrence A. Wilford, individually (“Wilford”), and James A. Geske, individually (“Geske”), and American Processing Company, LLC, a Michigan limited liability company (the “Buyer”). Certain capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 8.12.
AMENDMENT NO. 3 to the AMENDED AND RESTATED OPERATING AGREEMENT of AMERICAN PROCESSING COMPANY, LLCOperating Agreement • February 25th, 2008 • Dolan Media CO • Newspapers: publishing or publishing & printing
THIS AMENDMENT NO. 3 (this “Amendment”) to that certain Amended and Restated Operating Agreement, dated as of March 14, 2006, as amended by that certain Amendment No. 1 to the Amended and Restated Operating Agreement, dated as of January 9, 2007 and that certain Amendment No. 2 to the Amended and Restated Operating Agreement, dated as of November 30, 2007 (the “Operating Agreement”), of American Processing Company, LLC, a Michigan limited liability company (the “Company”), is made and entered into to be effective for all purposes as of February 21, 2008, by and among the Company, the Manager and the Members listed on the signature page hereto. Capitalized terms used but not otherwise defined herein shall have meanings specified in the Operating Agreement.
SERVICES AGREEMENTServices Agreement • February 25th, 2008 • Dolan Media CO • Newspapers: publishing or publishing & printing • Minnesota
This Services Agreement (this “Agreement”), dated as of February 22, 2008 (the “Effective Date”), is by and between American Processing Company, LLC, a Michigan limited liability company (the “Service Provider”), Wilford & Geske, a Minnesota professional corporation (the “Firm”), and, solely for purposes of making the commitments set forth in Article VIII (Restrictive Covenants), Lawrence A. Wilford and James A. Geske (each a “Restricted Party,” and collectively, the “Restricted Parties”). The Firm and the Service Provider are hereinafter collectively referred to as the “Parties”. Unless otherwise indicated, capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 below.
