Exhibit 10.58


 


EXECUTION VERSION


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”) is made as of February 9, 2009
by and among LECG, LLC  (the “Company”),
the financial institutions party hereto (the “Lenders”), and BANK OF
AMERICA, N.A., successor by merger to LaSalle Bank National Association, as
administrative agent for the Lenders (the “Administrative Agent”).


 


RECITALS


 


A.                                   The Company, the financial institutions
party thereto and the Administrative Agent entered into a Credit Agreement
dated as of December 15, 2006 and amended as of July 16, 2007 and December 20,
2007 (as so amended, the “Credit Agreement”).


 


B.                                     The Company, the Lenders and the
Administrative Agent wish to further amend the Credit Agreement as set forth
herein.


 


NOW THEREFORE, in
consideration of the matters set forth in the recitals and the covenants and
provisions herein set forth, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                                       Definitions.  Capitalized terms used but not defined herein
are used as defined in the Credit Agreement.


 


2.                                       Amendments.  The Credit Agreement is hereby amended as
follows:


 


(a)                                  Section 1.1
of the Credit Agreement shall be amended at the definition “Acquired Debt”,
by deleting “Company” each time it occurs and replacing it with “Parent”.


 


(b)                                 Section 1.1
of the Credit Agreement shall be amended as the definition “Administrative
Agent”, by deleting it and replacing it with the following:


 


Administrative
Agent means Bank of America, N.A. (successor by merger to
LaSalle) in its capacity as administrative agent and collateral agent for the
Lenders hereunder and any successor thereto in such capacity.


 


(c)                                  Section 1.1
of the Credit Agreement shall be amended at the definition “Applicable
Margin” by deleting it in full and replacing it with the following:


 


Applicable
Margin means, for any day, the rate per annum set forth below
opposite the level (the “Level”) then in effect, it being understood
that the Applicable Margin for (i) Eurocurrency Rate Loans and the L/C Fee
Rate shall be the percentage set forth under the column “Eurocurrency Rate
Margin and L/C Fee Rate”, (ii) Base Rate Loans shall be the percentage set
forth under the column


 

















 


“Base Rate Margin”, and (iii) the
Non-Use Fee Rate shall be the percentage set forth under the column “Non-Use
Fee Rate”:


 


	
  Level

  	
   

  	
  Total Debt

  to EBITDA Ratio

  	
   

  	
  Eurocurrency

  Rate Margin

  and

  L/C Fee Rate

  	
   

  	
  Base Rate

  Margin

  	
   

  	
  Non-Use

  Fee Rate

  	
   

  
	
  I

  	
   

  	
  Less than or equal to
  1.0:1.0

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  	
  0.45

  	
  %

  
	
  II

  	
   

  	
  Greater than 1.0:1.0
  but less than or equal to 2.0:1.0

  	
   

  	
  3.00

  	
  %

  	
  2.00

  	
  %

  	
  0.50

  	
  %

  
	
  III

  	
   

  	
  Greater than 2.0:1.0

  	
   

  	
  3.50

  	
  %

  	
  2.50

  	
  %

  	
  0.50

  	
  %

  



 


The Eurocurrency Rate Margin, the Base Rate Margin, the Non-Use Fee
Rate and the L/C Fee Rate shall be adjusted, to the extent applicable, on the
fifth (5th) Business Day after the Company provides the annual and quarterly
financial statements and other information pursuant to Sections 10.1.1
or 10.1.2, as applicable, and the related Compliance Certificate,
pursuant to Section 10.1.3. 
Notwithstanding anything contained in this paragraph to the contrary, (a) if
the Company fails to deliver the financial statements and Compliance
Certificate in accordance with the provisions of Sections 10.1.1, 10.1.2
and 10.1.3, the Eurocurrency Rate Margin, the Base Rate Margin, the
Non-Use Fee Rate and the L/C Fee Rate shall be based upon Level III above
beginning on the date such financial statements and Compliance Certificate were
required to be delivered until the fifth (5th) Business Day after such
financial statements and Compliance Certificate are actually delivered,
whereupon the Applicable Margin shall be determined by the then current Level,
and (b) no reduction to any Applicable Margin shall become effective at
any time when an Event of Default or Unmatured Event of Default has occurred
and is continuing.


 


(d)                                 Section 1.1
of the Credit Agreement shall be amended at the definition of “Base Rate”
by deleting it in its entirety and replacing it with the following:


 


Base
Rate means, for any day, a rate per annum equal to the sum of
(a) the highest of (i) the Prime Rate for such day, (ii) the sum
of 0.50% plus the Federal Funds Rate for such day and (iii) except during
a Eurocurrency Unavailability Period, the Eurocurrency Rate plus 1.00%; plus (b) the
Market Disruption Spread, if any.


 


(e)                                  Section 1.1
of the Credit Agreement shall be amended by adding the following, in
appropriate alphabetical order:


 


Base
Rate Margin – see the definition of Applicable Margin.


 


(f)                                    Section 1.1
of the Credit Agreement shall be amended at the definition “Capital
Expenditures”, by deleting “Company” and replacing it with “Parent”.


 


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(g)                                 Section 1.1
of the Credit Agreement shall be further amended by adding the following
definitions, in appropriate alphabetical order:


 


Collateral
means all property of the Parent, the Borrower and Domestic Subsidiaries from
time to time subject to or required to be subject to the Lien of the Collateral
Documents, in personal property of such Loan Parties as to which a Lien may be
perfected by a UCC-1 filing (or if required, by Required Lenders during an
Event of Default, by a control agreement), or pursuant to an assignment of key
person life insurance policy.


 


Collateral
Documents means all agreements, instruments and documents
from time to time executed and delivered in connection with this Agreement
pursuant to which Liens are granted or purported to be granted to the
Administrative Agent in personal property of the Parent, the Company, and any
Domestic Subsidiary to the extent such Liens may be perfected by the filing of
a financing statement under the Uniform Commercial Code (or, if required by the
Required Lenders during an Event of Default, by a control agreement), or
pursuant to an assignment of life insurance policy, in each case, securing all
or part of the Obligations, or perfecting any such Lien.


 


(h)                                 Section 1.1
of the Credit Agreement shall be amended at the definition “Consolidated Net
Income”, by deleting “Company” each time it occurs and replacing it with “Parent”.


 


(i)                                     Section 1.1
of the Credit Agreement shall be further amended by adding the following
additional definition, in appropriate alphabetical order:


 


Domestic
Subsidiary means any Subsidiary organized and existing under
the laws of the United States or any state thereof (including the District of
Columbia).


 


(j)                                     Section 1.1
of the Credit Agreement shall be further amended by deleting the definition “EBIT”
and replacing it with the following:


 


EBIT
means, for any period, Consolidated Net Income for such period plus, to
the extent deducted in determining such Consolidated Net Income, without
duplication, (i) Interest Expense, (ii) income tax expense, (iii) amortization
of Signing and Performance Bonus expense, (iv) non-cash equity
compensation expense, (v) other non-cash charges (excluding any such
non-cash charge to the extent that it represents an accrual or reserve for
potential cash items in the future), (vi) extraordinary non-cash losses
(as determined in accordance with GAAP) incurred other than in the ordinary
course of business, (vii) goodwill impairment expense per GAAP, and (viii) expensed
acquisition costs of up to $500,000.


 


(k)                                  Section 1.1
of the Credit Agreement shall be further amended at the definition “Eurocurrency
Rate” by deleting it in its entirety and replacing it with the following:


 


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Eurocurrency Rate means a rate per annum determined by the
Administrative Agent pursuant to the following formula:


 


	
   

  	
  Eurocurrency Rate =

  	
  Eurocurrency
  Base Rate

  
	
   

  	
   

  	
  (1.00 –
  Eurocurrency Reserve Percentage)

  



 


Where,


 


(a)                                  “Eurocurrency Base Rate” means:


 


(i)                                     for
any Interest Period with respect to a Eurocurrency Rate Loan, the rate per
annum equal to (A) the British Bankers Association LIBOR Rate as published
by Reuters (or other commercially available source providing quotations of BBA
LIBOR as designated by the Administrative Agent from time to time) (“BBA
LIBOR”), at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period, for deposits in the
applicable Designated Currency (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period or (B) if such
published rate is not available at such time for any reason, the rate
determined by the Administrative Agent to be the rate at which deposits in the
applicable Designated Currency for delivery on the first day of such Interest
Period in same day funds in the approximate amount of the Eurocurrency Rate
Loan being made, continued or converted by Bank of America, N.A. and with a
term equivalent to such Interest Period would be offered by Bank of America,
N.A.’s London Branch to major banks in the London interbank Eurocurrency market
at their request at approximately 11:00 a.m. (London time) two Business
Days prior to the commencement of such Interest Period; and


 


(ii)                                  for
any day with respect to a Base Rate Loan, the rate per annum equal to (A) BBA
LIBOR for Dollar deposits being delivered in the London interbank market for a
term of one month commencing that day (or, if such day is not a Business Day,
on the next preceding Business Day) or (B) if such published rate is not
available at such time for any reason, the rate determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery
on such day (or, if such day is not a Business Day, on the next preceding
Business Day) in same day funds in the approximate amount of the Base Rate Loan
being made, continued or converted by Bank of America, N.A. and with a term
equal to one month would be offered by Bank of America, N.A.’s London Branch to
major banks in the London interbank Eurocurrency market at their request at the
date and time of determination; and


 


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(b)                                 “Eurocurrency
Reserve Percentage” means, for any day during any Interest Period (or in
the case of any Base Rate Loan, any other day of determination), the reserve
percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Lender, under regulations
issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency
liabilities”).  The Eurocurrency Rate for
each outstanding Eurocurrency Rate Loan shall be adjusted automatically as of
the effective date of any change in the Eurocurrency Reserve Percentage.


 


(l)                                     Section 1.1
of the Credit Agreement shall be further amended by deleting the definition “Eurocurrency
Rate Loan” and replacing it with the following:


 


Eurocurrency Rate Loan means any Loan which bears interest at a
rate determined by reference to the Eurocurrency Rate (excluding any Loan that
bears interest based on clause (iii) of the definition of Base Rate).


 


(m)                               Section 1.1
of the Credit Agreement shall be further amended by inserting in alphabetical
order the following additional definition:


 


Eurocurrency
Unavailability Period means any period of time during which a
notice delivered to the Company in accordance with Section 8.3
shall remain in force and effect.


 


(n)                                 Section 1.1
of the Credit Agreement shall be further amended at the definition “Fixed
Charge Coverage Ratio”, by deleting the phrase “Rentals for such
Computation Period” each time it appears, and replacing it with “Rentals of the
Parent and its Subsidiaries for such Computation Period”.


 


(o)                                 Section 1.1
of the Credit Agreement shall be further amended, at the definition “Interest
Expense”, by deleting “Company” and replacing it with “Parent”.


 


(p)                                 Section 1.1
of the Credit Agreement shall be further amended, at the definition “Loan
Documents”, by deleting such definition and replacing it with the
following:


 


Loan
Documents means this Agreement, the Notes, the Letters of
Credit, the Master Letter of Credit Agreement, the L/C Applications, the Agent
Fee Letter, the Guaranty and Pledge Agreement, the Collateral Documents, and
all documents, instruments and agreements delivered in connection with the
foregoing.


 


(q)                                 Section 1.1
of the Credit Agreement shall be further amended by adding, in appropriate
alphabetical order, the following definition:


 


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Market
Disruption Spread means zero, unless a notice delivered
pursuant to Section 8.2 is in effect, in which case, such spread
shall be a rate per annum equal to 2.00%.


 


(r)                                    Section 1.1
of the Credit Agreement shall be further amended by adding, in appropriate
alphabetical order, the following definition:


 


Minimum
Asset Coverage Ratio means, in respect of the Parent and its
Subsidiaries on a consolidated basis, as of any date of determination, (i) the
sum of cash and net accounts receivable, divided by (ii) Total Debt, as of
such date.


 


(s)                                  Section 1.1
of the Credit Agreement shall be further amended by deleting the defined term “Required
Lenders” and replacing it with the following:


 


Required
Lenders means, at any time, two or more Lenders whose Pro
Rata Shares exceed 50% as determined pursuant to clause (b) of the
definition of “Pro Rata Share”.


 


(t)                                    Section 1.1
of the Credit Agreement shall be further amended, at the definition “Subsidiary”,
by deleting “Company” and replacing it with “Parent”.


 


(u)                                 Section 1.1
of the Credit Agreement shall be further amended, at the definition “Total
Debt”, by replacing “Company” each time it appears, and replacing it with “Parent”.


 


(v)                                 Section 1.1
of the Credit Agreement shall be further amended, by deleting the definition “Total
Net Leverage Ratio”.


 


(w)                               Section 1.1
of the Credit Agreement shall be further amended by adding the following
additional definition in appropriate alphabetical order:


 


Total
Debt to EBITDA Ratio means, as of the last day of any Fiscal
Quarter, the ratio of (a) Total Debt as of such day to (b) EBITDA for
the Computation Period ending on such day.


 


(x)                                   Section 1.1
of the Credit Agreement shall be further amended, at the definition “Wholly-Owned
Subsidiary”, by deleting the phrase “as to any Person”, and replacing it
with “as to the Parent”.


 


(y)                                 Section 4.1
of the Credit Agreement shall be amended by deleting clause (a) thereof
and replacing it with the following:


 


(a)                                  At
all times while such Loan is a Base Rate Loan, at a rate per annum equal to the
sum of the Base Rate plus the Applicable Margin from time to time in effect;
and


 


(z)                                   Section 8.2
of the Credit Agreement shall be deleted in its entirety and replaced with the following:


 


6

















 


8.2                                 Basis
for Determining Interest Rate Inadequate or Unfair.


 


(a)                                  If:


 


(i)                                     the
Administrative Agent reasonably determines (which determination shall be
binding and conclusive on the Company absent manifest error) that by reason of
circumstances affecting the interbank Eurocurrency Rate market adequate and
reasonable means do not exist for ascertaining the applicable Eurocurrency
Rate; or


 


(ii)                                  the
Required Lenders advise the Administrative Agent that the Eurocurrency Rate as
determined by the Administrative Agent will not adequately and fairly reflect
the cost to such Lenders of maintaining or funding Eurocurrency Rate Loans for
such Interest Period (taking into account any amount to which such Lenders may
be entitled under Section 8.1) or that the making or funding of
Eurocurrency Rate Loans has become impracticable as a result of an event
occurring after the date of this Agreement which in the opinion of such Lenders
materially affects such Loans;


 


then
the Administrative Agent shall promptly notify the other parties thereof and,
so long as such circumstances shall continue, (A) no Lender shall be under
any obligation to make or convert any Base Rate Loans into Eurocurrency Rate
Loans and (B) on the last day of the current Interest Period for each
Eurocurrency Rate Loan, such Loan shall, unless then repaid in full,
automatically convert to a Base Rate Loan.


 


(b)                                 If
the Lenders having 25% or more of the Commitments determine (which
determination shall be conclusive and binding upon the Company) that the
Eurocurrency Rate or the Base Rate, as the case may be, will not adequately and
fairly reflect the cost to such Lenders (as conclusively certified by such
Lenders) of making or maintaining their affected Loans, the Administrative
Agent shall give notice thereof to the Company and the Lenders as soon as
practicable thereafter and, upon delivery of such notice and until the
Administrative Agent (upon the instruction of the such Lenders) revokes such notice,
the Market Disruption Spread shall be included in the calculation of Base Rate
and Eurocurrency Rate.


 


(aa)                            Section 8.3
of the Credit Agreement shall be deleted in its entirety and replaced with the
following:


 


8.3                                 Illegality.  If any Lender determines that any change in
law or regulation after the Closing Date has made it unlawful, or that any
governmental authority has changed its interpretation of any applicable law or
regulation after the Closing Date and asserted that it is unlawful, for any Lender
or its applicable lending office to make, maintain or fund Eurocurrency Rate
Loans, or to determine or charge interest rates based upon the Eurocurrency
Rate, or any governmental authority has imposed material restrictions on the
authority of such


 


7

















 


Lender to purchase or
sell, or to take deposits of, Dollars in the London interbank market, then, on
notice thereof by such Lender to the Company through the Administrative Agent,
any obligation of such Lender to make or continue Eurocurrency Rate Loans, or
to convert Base Rate Loans to Eurocurrency Rate Loans, or, if such notice
relates to the unlawfulness or asserted unlawfulness of charging interest based
on the Eurocurrency Rate to make Base Rate Loans as to which the interest rate
is determined with reference to the Eurocurrency Rate shall be suspended until
such Lender notifies the Administrative Agent and the Company that the
circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the Company
shall, upon demand from such Lender (with a copy to the Administrative Agent),
prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender
and Base Rate Loans as to which the interest rate is determined with reference
to the Eurocurrency Rate to Base Rate Loans as to which the rate of interest is
not determined with reference to the Eurocurrency Rate, either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurocurrency Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurocurrency Rate Loans or
Base Rate Loans.  Notwithstanding the
foregoing and despite the illegality for such a Lender to make, maintain or
fund Eurocurrency Rate Loans or Base Rate Loans as to which the interest rate
is determined with reference to the Eurocurrency Rate, that Lender shall remain
committed to make Base Rate Loans and shall be entitled to recover interest at
the Base Rate.  Upon any such prepayment
or conversion, the Company shall also pay accrued interest on the amount so
prepaid or converted.


 


(bb)                          Section 9
of the Credit Agreement shall be amended by adding the following at the end
thereof as new Section 9.21:


 


9.21                           Rights
in Collateral; Priority of Liens. 
The Company and each other Loan Party that is party to a Collateral
Document own the property granted by them as Collateral under each such
Collateral Document, free and clear of any and all Liens in favor of third
parties.  Upon the proper filing of UCC
financing statements, and the taking of the other actions required by the
Administrative Agent, the Liens granted pursuant to the Collateral Documents
will constitute valid and enforceable first, prior and perfected Liens on the Collateral
in favor of the Administrative Agent, for the ratable benefit of the Lenders
and other parties specified therein.  All
representations and warranties of the Loan Parties contained in the Collateral
Documents are true and correct.


 


(cc)                            Section 10.1
of the Credit Agreement shall be amended by (i) re-numbering Section 10.1.9
as “10.1.10”, and (ii) inserting the following new section as Section 10.1.9:


 


10.1.9                  Accounts
Receivable Agings.  Promptly when
available and in any event within 45 days after the end of each Fiscal Quarter,
an accounts receivable aging report, in form and detail reasonably satisfactory
to the Administrative Agent, in respect of the Parent and its Subsidiaries.


 


8

















 


(dd)                          Section 10.9
of the Credit Agreement shall be amended by deleting it in its entirety and
replacing it with the following:


 


10.9                           Further
Assurances.  Take, and cause each
other Loan Party to take, such actions as are necessary or as the
Administrative Agent or the Required Lenders may reasonably request from time
to time to ensure that the (i) Obligations are guaranteed by each Domestic
Subsidiary (including, upon the acquisition or creation thereof, any Subsidiary
acquired or created after the Closing Date), in each case as the Administrative
Agent may determine, including the execution and delivery of guaranties and
other documents, and (ii) the Obligations are secured by valid and
perfected first priority security interests in all Collateral of the Parent,
Company and all Domestic Subsidiaries, including filing of notices of liens,
UCC financing statements, fixture filings and continuations thereof (but not
including control agreements (unless then required under the relevant Loan
Document), or filings with copyright , trademark or patent offices), and
obtaining such consents and waivers from landlords, mortgagees and warehousemen
in form and substance satisfactory to the Administrative Agent as may be
requested by the Administrative Agent or the Required Lenders from time to
time.


 


(ee)                            Section 11.11
of the Credit Agreement shall be amended by deleting it in its entirety and
replacing it with the following:


 


11.11                     Fiscal
Year.  Not change, or permit any Loan
Party to change, its Fiscal Year.


 


(ff)                                Section 11.12.1
of the Credit Agreement shall be amended by deleting it in its entirety and
replacing it with the following:


 


11.12.1  Total Debt to EBITDA Ratio.  Not permit the Total Debt to EBITDA Ratio as
of the last day of any Computation Period to exceed 2.50 to 1.00.


 


(gg)                          Section 11.12
of the Credit Agreement shall be further amended by adding the following at the
end thereof:


 


11.12.3  Minimum Asset Coverage Ratio.  Not permit the Minimum Asset Coverage Ratio
as of any date to be less than 1.50 to 1.00.


 


(hh)                          Section 11.13
of the Credit Agreement shall be amended by deleting the phrase “or (2) 50%
of EBITDA for such 12 month period, if otherwise,” and inserting in its place
the following:


 


“(2) 100% of EBITDA
for any such period ending from October 1, 2008 through June 30,
2009, (3) 75% of EBITDA for any such period ending from July 1, 2009
through December 31, 2009, or (4) 50% of EBITDA for any such period
ending thereafter,”


 


9

















 


(ii)                                  Section 13.1.9
of the Credit Agreement shall be amended by deleting it in its entirety and
replacing it with the following:


 


13.1.9                  Invalidity of
Loan Documents.  Any Loan Document,
at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or satisfaction in full of all the Obligations,
ceases to be in full force and effect; or any Loan Party or any other Person
contests in any manner the validity or enforceability of any Loan Document; or
any Loan Party specified as a party thereto denies that it has any or further
liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document, or any Lien with respect to any
material portion of the Collateral intended to be secured thereby ceases to be,
or is not valid, perfected and prior to all other Liens (except to the extent
such perfection is not required by the Loan Documents), or is terminated,
revoked or declared void; or


 


(jj)                                  Section 14
of the Credit Agreement shall be further amended by adding the following
additional section at the end thereof:


 


14.13                     Collateral
Matters.


 


(a)                                  Each
Lender hereby irrevocably authorizes and directs the Administrative Agent to
enter into the Collateral Documents for the benefit of such Lender.  Each Lender hereby agrees, and each holder of
any Note by the acceptance thereof will be deemed to agree, that, except as
otherwise set forth in Section 10.01, any action taken by the
Required Lenders, in accordance with the provisions of this Agreement or the
Collateral Documents, and the exercise by the Required Lenders of the powers
set forth herein or therein, together with such other powers as are reasonably
incidental thereto, shall be authorized and binding upon all of the
Lenders.  The Administrative Agent is
hereby authorized on behalf of all of the Lenders, without the necessity of any
notice to or further consent from any Lender from time to time prior to, an
Event of Default, to take any action with respect to any Collateral or
Collateral Documents which may be necessary to perfect and maintain perfected
the Liens upon the Collateral granted pursuant to the Collateral Documents.


 


(b)                                 Each
Lender hereby irrevocably authorizes the Administrative Agent, at its option
and in its discretion,


 


(i)                                     to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (A) upon termination of the Commitments of all
Lenders and payment in full of all Obligations (other than contingent
indemnification obligations), (B) that is sold or to be sold as part of or
in connection with any sale permitted under the Loan Documents, (C) subject
to Section 15.1, if approved, authorized or ratified in writing by
the Required Lenders, or (D) in connection with any


 


10
















 


foreclosure sale or other disposition of Collateral
after the occurrence of an Event of Default; and


 


(ii)                                  to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that
is permitted by the Loan Documents.


 


Upon request by the
Administrative Agent at any time, each Lender will confirm in writing the
Administrative Agent’s authority to release or subordinate its interest in
particular types or items of Collateral pursuant to this Section 14.13.


 


(c)                                  Subject
to (b) above, the Administrative Agent may (and is hereby irrevocably
authorized by each Lender, to) execute such documents as may be necessary to
evidence the release or subordination of the Liens granted to the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders; provided that (i) the Administrative Agent shall not be
required to execute any such document on terms which, in the Administrative
Agent’s opinion, would expose the Administrative Agent to or create any
liability or entail any consequence other than the release or subordination of
such Liens without recourse or warranty and (ii) such release or
subordination shall not in any manner discharge, affect or impair the Obligations
or any Liens upon (or obligations of the Company or any other Loan Party in
respect of) all interests retained by the Company or any other Loan Party,
including the proceeds of the sale, all of which shall continue to constitute
part of the Collateral.  In the event of
any sale or transfer of Collateral, or any foreclosure with respect to any of
the Collateral, the Administrative Agent shall be authorized to deduct all
expenses reasonably incurred by the Administrative Agent from the proceeds of
any such sale, transfer or foreclosure.


 


(d)                                 The
Administrative Agent shall have no obligation whatsoever to any Lender or any
other Person to assure that the Collateral exists or is owned by the Company or
any other Loan Party or is cared for, protected or insured or that the Liens
granted to the Administrative Agent herein or in any of the Collateral
Documents or pursuant hereto or thereto have been properly or sufficiently or
lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise or to continue exercising at all or in any
manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Administrative Agent in this
Section 14.13 or in any of the Collateral Documents, it being
understood and agreed that in respect of the Collateral, or any act, omission
or event related thereto, the Administrative Agent may act in any manner it may
deem appropriate, in its sole discretion, given the Administrative Agent’s own
interest in the Collateral as one of the Lenders and that the Administrative
Agent shall have no duty or liability whatsoever to the Lenders.


 


(e)                                  Each
Lender hereby appoints each other Lender as agent for the purpose of perfecting
the Lenders’ security interest in assets which, in accordance


 


11

















 


with Article 9 of the Uniform Commercial Code can
be perfected only by possession.  Should
any Lender (other than the Administrative Agent) obtain possession of any such
Collateral, such Lender shall notify the Administrative Agent, and, promptly
upon the Administrative Agent’s request therefor shall deliver such Collateral
to the Administrative Agent or in accordance with the Administrative Agent’s
instructions.


 


(kk)                            Section 15.1 of the Credit Agreement shall be amended by
deleting clause (d) thereof and replacing it with the following:


 


(d)                                 release any party from its obligations under
the Guaranty and Pledge Agreement; release all or substantially all the
Collateral except as contemplated by Section 14.13, change the
definition of Required Lenders, any provision of this Section 15.1
or reduce the aggregate Pro Rata Share required to effect an amendment,
modification, waiver or consent, without, in each case, the written consent of
all Lenders.


 


(ll)                                  The Credit Agreement shall be further amended
by deleting Exhibit B thereof and replacing it with the Exhibit B
attached hereto as Annex I.


 


3.                                       Waiver.


 


(a)                                  For
purposes of this waiver, the “Existing Default” shall mean any Event of
Default or Unmatured Event of Default arising pursuant to Section 13.1.5
of the Credit Agreement by virtue of any breach as of December 31, 2008 in
respect of Section 11.12.2.


 


(b)                                 Subject
to and upon the terms and conditions hereof and with effect on the Effective
Date, the Lenders hereby waive the Existing Defaults; provided, however,
that if an Event of Default would have arisen under Section 11.12.2
as of December 31, 2008, as such Section is amended hereby, then the
Existing Default shall automatically be deemed to resume and shall again exist.


 


(c)                                  Nothing
contained herein shall be deemed a waiver of (or otherwise affect the Lenders’
ability to enforce) any other default or event of default under the Credit
Agreement, including (i) any default or event of default as may now or
hereafter exist and arise from or otherwise be related to (but not otherwise
constituting) the Existing Default (including without limitation any
cross-default arising under the Credit Agreement by virtue of any matters
resulting from the Existing Default), and (ii) any default or event of
default arising at any time after the Effective Date and which is the same as
or similar to the Existing Default.


 


4.                                       Effectiveness.  This
Amendment (including the waiver at Section 3) shall become
effective upon the satisfaction of each of the following conditions precedent
(such date, the “Effective Date”):


 


(i)                                     The Administrative
Agent shall have received duly-executed counterpart originals of this Amendment
from the Company


 


12

















 


and
the Required Lenders; provided that Section 2(s) and Section 2(jj)
hereof shall become effective only if the Administrative Agent shall have
received duly-executed counterpart originals of this Amendment from the Company
and all of the Lenders.


 


(ii)                                  executed
counterparts of a security agreement by the Parent, the Company and each
Domestic Subsidiary in form and substance satisfactory to the Administrative
Agent, together with:


 


(A)                              proper financing statements (Form UCC-1
or the equivalent) or other perfection documents fully executed (as
appropriate) for filing under the Uniform Commercial Code or other appropriate
filing offices of each jurisdiction as may be necessary or, in the reasonable
opinion of the Administrative Agent, desirable, to perfect the security
interests purported to be created by the Collateral Documents (not including,
however, control agreements);


 


(B)                                copies of requests for
information or copies, or equivalent reports as of a recent date, listing all
effective financing statements that name the Parent or any of its Domestic
Subsidiaries as debtor and that are filed in the jurisdictions referred to in
clause (A) above and in such other jurisdictions in which the Collateral
is located on the Effective Date or as otherwise deemed appropriate by the
Administrative Agent, together with copies of such other financing statements
that name the Parent or any of its Domestic Subsidiaries as debtor (none of
which shall cover the Collateral except (x) to the extent evidencing
permitted Liens or (y) those in respect of which the Administrative Agent
shall have received termination statements (Form UCC-3) or such other
termination statements as shall be required by local law fully authorized or
executed for filing);


 


(C)                                evidence of the completion of
all other recordings and filings of, or with respect to, the Collateral
Documents as may be necessary or, in the reasonable opinion of the
Administrative Agent, desirable to perfect and protect the security interests
intended to be created by the Collateral Documents; and


 


(D)                               evidence that all other actions
necessary or, in the reasonable opinion of the Administrative Agent, desirable
to perfect and protect the security interests purported to be created by the
Collateral Documents (to the extent such perfection is required thereby) have
been, or will be, substantially contemporaneously with the Effective Date,
taken, and the Collateral Documents shall be in full force and effect;


 


(iii)                               The
Administrative Agent shall have received from the Company a certificate signed
by the secretary or assistant secretary of the Loan Parties, dated the
Effective Date, in form and substance satisfactory


 


13

















 


to the Administrative Agent, and certifying evidence
of the authorization of the execution, delivery and performance by the Loan
Parties of this Amendment and the other documents and agreements delivered in
connection herewith (together, the “Amendment Documents”).


 


(iv)                              The Administrative Agent shall have received
such evidence of the valid existence and good standing of the Loan
Parties executing any of the Amendment Documents as the Administrative Agent shall request.


 


(v)                                 The Company shall have paid all fees required
under that letter dated January 13, 2009, among Banc of America Securities
LLC, the Administrative Agent and the Company (the “Amendment Fee Letter”).


 


(vi)                              The Company shall have paid or reimbursed to
the Administrative Agent all reasonable and documented costs and attorneys’
fees incurred by the Administrative Agent in connection with this Amendment and
the other Amendment Documents.


 


(vii)                           The Administrative Agent shall have received,
in form and substance reasonably satisfactory to it, such additional opinions,
approvals, consents, documents and other information as the Administrative
Agent or any Lender shall reasonably request.


 


5.                                       Representations and Warranties.  To
induce the Administrative Agent and the undersigned Lenders to execute this
Amendment, the Company represents and warrants as follows:


 


(a)                                  The Company is duly authorized to execute and
deliver this Amendment and the other Amendment Documents, and to perform its
obligations hereunder and thereunder.


 


(b)                                 The representations and warranties in the
Loan Documents (including but not limited to Section 9 of the
Credit Agreement), as amended hereby, are true and correct in all material
respects with the same effect as though made on and as of the date of this
Amendment (except to the extent stated to relate to a specific earlier date, in
which case such representations and warranties were true and correct as of such
earlier date).


 


6.                                       Affirmation.  Except as expressly amended
hereby, the Credit Agreement and the other Loan Documents are and shall
continue in full force and effect and the Company hereby fully ratifies and
affirms each Loan Document to which it is a party.  Any reference to the Credit Agreement found
in the Credit Agreement or any other Loan Document shall be a reference to the Credit
Agreement as amended hereby and as further amended, modified, restated,
supplemented or extended from time to time. 
This Amendment shall constitute a Loan Document for purposes of the
Credit Agreement and the other Loan Documents.


 


7.                                       Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall
constitute


 


14

















 


an original, but all of which when taken together
shall constitute one instrument. 
Delivery of an executed counterpart of this Amendment by facsimile or
electronic mail shall be effective as delivery of an original counterpart.


 


8.                                       Headings.  The headings and captions of
this Amendment are for the purposes of reference only and shall not affect the
construction of, or be taken into consideration in interpreting, this
Amendment.


 


9.                                       APPLICABLE LAW. 
THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES.


 


10.                                 Costs and Expenses.  The Company hereby affirms its obligation under Section 15.5 of the Credit
Agreement to reimburse the Administrative Agent for all reasonable
out-of-pocket costs and expenses paid or incurred thereby in connection with
the preparation, execution and delivery of this Amendment, including but not
limited to the Attorney Costs with respect thereto.


 


11.                                 Additional
Collateral Documentation.  Within 30
days after the Effective Date, the Company shall deliver to the Administrative
Agent fully executed assignments of life insurance policies in respect of
individuals identified to and agreed by the Administrative Agent, in each case
in form and substance satisfactory to the Administrative Agent.


 


[signature pages follow]


 


15

















 


The
parties hereto have caused this Amendment to be executed by their duly
authorized officers, all as of the day and year first above written.


 


 


	
   

  	
  LECG,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven R. Fife

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO

  
				



 


 


[Signature Page 1 to
Third Amendment]


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent, Issuing Lender,

  
	
   

  	
  and
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ken Puro

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Issuing Lender, and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  [illegible]

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  
						



 


 


[Signature Page 2 to
Third Amendment]


 

















 


	
   

  	
  U. S.
  BANK NATIONAL

  
	
   

  	
  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard J. Ameny,
  Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


 


[Signature Page 3 to
Third Amendment]


 

















 


	
   

  	
  KEY
  BANK N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [illegible]

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


 


[Signature Page 4 to
Third Amendment]


 

















 


	
   

  	
  WELLS
  FARGO BANK, N.A., as a

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Jones

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice – President

  
				



 


 


[Signature Page 5 to
Third Amendment]


 

















 


	
   

  	
  THE
  NORTHERN TRUST COMPANY,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [illegible]

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Officer

  
				



 


 


[Signature Page 6 to
Third Amendment]


 

















 


ANNEX I


 


EXHIBIT B


 


FORM OF COMPLIANCE
CERTIFICATE


 


To:                              Bank of
America, N.A.


 


Please
refer to the Second Amended and Restated Credit Agreement dated as of December 15,
2006 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”) among LECG, LLC (the “Company”),
various financial institutions and LaSalle Bank National Association
(predecessor by merger to Bank of America, N.A.), as Administrative Agent.  Terms used but not otherwise defined herein
are used herein as defined in the Credit Agreement.


 


I.                                         Reports.  Enclosed herewith is a copy of
the [annual audited/quarterly/monthly]
report of the Parent as at                ,
         (the “Computation Date”),
which report fairly presents in all material respects the financial condition
and results of operations [(subject to the absence
of footnotes and to normal year-end adjustments)] of the Parent as
of the Computation Date and has been prepared in accordance with GAAP
consistently applied.


 


II.                                     Financial Tests.  The
Company hereby certifies and warrants to you that the following is a true and
correct computation as at the Computation Date of the following ratios and/or
financial restrictions contained in the Credit Agreement:


 


A.                                    Section 11.12.2
– Minimum Fixed Charge Coverage Ratio


 


	
  1.

  	
  Consolidated
  Net Income

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Plus:

  	
  Interest
  Expense

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  income
  tax expense

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  amortization
  of signing and

  	
   

  	
   

  
	
   

  	
   

  	
  performance
  bonuses

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  non-cash
  equity compensation

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  other
  non-cash charges

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  —
  Specify:

  	
   

  	
   

  
	
   

  	
   

  	
                         

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
                         

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
                         

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  extraordinary
  non-cash losses

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  goodwill
  impairment

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  expensed
  acquisition

  	
   

  	
   

  
	
   

  	
   

  	
  costs (up to $500,000)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Total
  (EBIT)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Rentals

  	
  $

  	
   

  	
   

  
							



 


1

















 


	
  5.

  	
  Sum
  of (3) and (4)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Cash
  Interest Expense

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Sum
  of (4) and (6)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Ratio
  of (5) to (7)

  	
        to
  1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Minimum
  Required

  	
  2.00:1.00

  	
   

  



 


B.                                    Section 11.12.1
– Maximum Debt to EBITDA Ratio


 


	
  1.

  	
  Total
  Debt

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Consolidated
  Net Income

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Plus:

  	
  Interest
  Expense

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  income
  tax expense

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  depreciation

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  amortization

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  non-cash
  equity compensation

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  other
  non-cash charges

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  —
  Specify:

  	
   

  	
   

  
	
   

  	
   

  	
                              

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
                              

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
                              

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  extraordinary
  non-cash losses

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  goodwill
  impairment

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  expensed
  acquisition costs

  	
   

  	
   

  
	
   

  	
   

  	
  (up
  to $500,000)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Total
  (EBITDA)

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Ratio
  of (1) to (4)

  	
        to
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Maximum
  allowed

  	
  2.50:1.00

  	
   

  
							



 


C.                                    Section 11.12.3 – Minimum
Asset Coverage Ratio


 


	
  1.

  	
   

  	
  Cash

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Net
  accounts receivable

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Total
  Debt

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Ratio
  of ((1) + (2)) to (3)

  	
        to
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Minimum
  allowed

  	
  1.50:1.00

  	
   

  



 


2

















 


The
Company further certifies to you that no Event of Default or Unmatured Event of
Default has occurred and is continuing.


 


The
Company has caused this Certificate to be executed and delivered by its duly
authorized officer on
                          ,
        .


 


	
   

  	
  LECG,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 


3