Exhibit 10.63


 


FIFTH AMENDMENT TO CREDIT
AGREEMENT


 


THIS
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of November 4,
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 by
Amendments to Credit Agreement dated as of July 16, 2007, December 20,
2007, February 9, 2009 and March 30, 2009 (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 to Credit Agreement.  The Credit Agreement is hereby
amended as follows:


 


(a)           Section 1.1 of the Credit
Agreement shall be amended by amending and restating “Adjusted EBITDA” to read
in full as follows:


 


Adjusted EBITDA means, for any period,
Consolidated Net Income for such period plus, to the extent deducted in
determining such Consolidated Net Income, and without duplication, (i) Interest
Expense, (ii) income tax expense, (iii) depreciation and amortization
for such period, including, but not limited to, 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, (viii) for periods including such quarters, cash


 

















 


restructuring
charges incurred in the fiscal quarters ended December 31, 2008 (in an
amount not to exceed $6,500,000) and ending March 31, 2009 and June 30,
2009 (in an amount not to exceed $2,500,000 for both quarters combined) and
ending September 30, 2009 in an amount not to exceed $1,250,000, (ix) expensed
acquisition costs of up to $1,000,000 and (x) for periods including such
quarter, lease impairment charges of up to $2,000,000 incurred in the fiscal
quarter ending September 30, 2009 and that are non-cash charges in such
quarter (“Lease Impairment Charges”) minus, to the extent
included in Consolidated Net Income, (a) extraordinary gains (as
determined in accordance with GAAP) realized other than in the ordinary course
of business, for such period and (b) for periods subsequent to the fiscal
quarter ending September 30, 2009, cash charges realized in respect of
Lease Impairment Charges. In addition, “Adjusted EBITDA” shall also (x) include
Adjusted EBITDA for each Subsidiary, business or division acquired in an
Acquisition occurring during such period for which financial statements have
been received as required pursuant hereto as if such Acquisition had occurred
as of the first day of such period, and (y) exclude Adjusted EBITDA
attributable to each Asset Disposition of a Subsidiary, business or division
occurring in the relevant period as if such Asset Disposition had occurred as
of the first day of such period.


 


(b)           Section 1.1 of the Credit
Agreement shall be further amended by adding the following sentence at the end
of the definition “Applicable Margin”:


 


Notwithstanding the foregoing, at all times from the
Fifth Amendment Effective Date, until such time as the Required Lenders may
deliver a notice to the Administrative Agent terminating such lock-in period (“Lock-In
Termination Notice”), the Applicable Margin shall be determined based
solely upon Level III, and after delivery of such Lock-In Termination Notice,
the Applicable Margin shall again be determined in accordance with the
foregoing table, subject to the other terms and provisions hereof.


 


(c)           Section 1.1 of the Credit Agreement shall be further
amended by amending and restating “EBIT” to read in full as follows:


 


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, (viii) for
periods including such quarters, cash restructuring charges incurred in the
fiscal quarters ended December 31, 2008 (in an amount not to exceed
$6,500,000) and ending March 31, 2009 and June 30, 2009 (in an amount
not to exceed $2,500,000 for both quarters combined) and ending September 30,
2009 in an amount not to exceed $1,250,000, (ix) expensed acquisition
costs of up to $1,000,000 and (x) for periods including the fiscal quarter
ending September 30, 2009, Lease Impairment Charges minus, to the extent
included in Consolidated Net Income, (a) extraordinary gains (as
determined in accordance with GAAP) realized other than in the ordinary course
of business, for such period and (b) for periods subsequent to the fiscal
quarter


 


2

















 


ending
September 30, 2009, cash charges realized in respect of Lease Impairment
Charges.


 


(d)           Section 1.1 of the Credit Agreement shall be further
amended by deleting the definition “EBITDA”.


 


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


 


Fifth Amendment Effective
Date means the “Effective
Date”, as defined in that Fifth Amendment to Credit Agreement dated as of November 4,
2009 by and among the Company, the Administrative Agent and the financial
institutions party thereto.


 


(f)            Section 1.1 of the Credit
Agreement shall be further amended, at the definition of “Restricted Period”,
by deleting “EBITDA” and inserting in its place “Adjusted EBITDA”.


 


(g)           Section 1.1 of the Credit Agreement shall be further
amended by deleting the following:


 


Swing Line Availability means the lesser of (a) the Swing Line
Commitment Amount and (b) Revolving Commitment (less Revolving
Outstandings at such time).


 


(h)           Section 1.1 of the Credit Agreement shall be further
amended by deleting the definition “Total Debt to EBITDA Ratio”.


 


(i)            Section 10.2 of the Credit Agreement shall be amended
by adding the following at the end thereof:


 


“Without limitation of the foregoing, the Company
shall cooperate with, and pay all costs and expenses of a collateral field
audit, to be performed by the Administrative Agent during the period ending December 31,
2009, which audit shall be of scope and detail satisfactory to the
Administrative Agent in its sole discretion and may include contacting accounts
receivable obligors, the results of such field audit to be satisfactory to the
Administrative Agent in its sole discretion.”


 


(j)            Section 11.4(vi)(C) and Section 11.4(vi)(G) of
the Credit Agreement shall be amended by deleting “EBITDA” each time it
appears and inserting in its place “Adjusted EBITDA”


 


(k)           Section 11.12.1 of the Credit Agreement shall be amended
and restated to read in full as follows:


 


11.12.1        Total Debt to Adjusted EBITDA Ratio. 
Not permit the Total Debt to Adjusted EBITDA Ratio as of the last day of
any Computation Period to exceed (i) for any Computation Period ending
prior to December 31, 2009, 2.50 to


 


3

















 


1.00 and (ii) for
any Computation Period ending on or around December 31, 2009 and
thereafter, 2.00 to 1.00.


 


(l)            Section 11.12.2 of the Credit Agreement shall be amended
and restated to read in full as follows:


 


11.12.2        Fixed Charge Coverage Ratio. 
Not permit the Fixed Charge Coverage Ratio as of the last day of any
Computation Period to be less than the amount indicated below:


 


	
  Fiscal Quarter

  Ending Nearest

  	
   

  	
  Minimum Ratio

  	
   

  
	
  December 31,
  2008

  	
   

  	
  2.00:1.00

  	
   

  
	
  March 31,
  2009

  	
   

  	
  1.50:1.00

  	
   

  
	
  June 30,
  2009

  	
   

  	
  1.25:1.00

  	
   

  
	
  September 30,
  2009

  	
   

  	
  1.25:1.00

  	
   

  
	
  December 31,
  2009

  	
   

  	
  1.25:1.00

  	
   

  
	
  March 31,
  2010

  	
   

  	
  1.50:1.00

  	
   

  
	
  June 30,
  2010

  	
   

  	
  1.75:1.00

  	
   

  
	
  September 30,
  2010 and thereafter

  	
   

  	
  2.00:1.00

  	
   

  



 


(m)          Section 11.13 of the Credit
Agreement shall be amended and restated to read in full as follows:


 


11.13       Signing and Performance Bonuses. 
Not, and not permit any other Loan Party to, pay any Signing and
Performance Bonus unless (i) such Signing and Performance Bonus is paid in
accordance with the terms of an agreement in effect on the Closing Date, as
such agreement is in effect on the Closing Date, or (ii) such Signing and
Performance Bonus is being paid pursuant to the terms of any other agreement
and (x) the aggregate amount of all such Signing and Performance Bonuses
paid in each 12 month period does not exceed the amount indicated below, (y) no
Unmatured Event of Default or Event of Default would occur after giving pro
forma effect to the payment of such Signing and Performance Bonus and (z) the
conditions specified in clauses (D) and (J) of Section 11.4(c)(vi) shall
have been satisfied:


 


	
  12 Month Period

  Ending

  	
   

  	
  Maximum

  
	
  October 1,
  2007 through September 30, 2008

  	
   

  	
  75% of Adjusted
  EBITDA

  for such 12 month period

  
	
  October 1,
  2008 through June 30, 2009

  	
   

  	
  100% of Adjusted
  EBITDA

  for such 12 month period

  
	
  July 1,
  2009 through September 30, 2009

  	
   

  	
  75% of Adjusted
  EBITDA

  for such 12 month period

  
	
  October 1,
  2009 through December 31, 2009

  	
   

  	
  100% of Adjusted
  EBITDA

  for such 12 month period

  



 


4

















 


	
  January 1, 2010 through June 30, 2010

  	
   

  	
  75% of Adjusted
  EBITDA

  for such 12 month period

  
	
  July 1,
  2010 through September 30, 2010 and thereafter

  	
   

  	
  50% of Adjusted
  EBITDA

  for such 12 month period

  



 


(n)           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
Defaults” shall mean any Event of Default or Unmatured Event of Default
existing as of the Effective Date pursuant to (i) Section 13.1.5
of the Credit Agreement by virtue of any breach as of September 30, 2009
in respect of Section 11.12.2 of the Credit Agreement, and (ii) Section 13.1.5
of the Credit Agreement by virtue of any breach of Section 11.13 of
the Credit Agreement in respect of the 12 month period ended September 30,
2009.


 


(b)           Subject to and upon the terms and
conditions hereof and with effect on the Effective Date, the Lenders hereby
waive the Existing Defaults.


 


(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 Defaults
(including without limitation any cross-default arising under the Credit
Agreement by virtue of any matters resulting from the Existing Defaults), 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 Defaults.


 


4.             Effectiveness.  (a)  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 (or, if agreed by Administrative Agent, fax or PDF copies) of this
Amendment from the Company and the Required Lenders.


 


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


 


5

















 


(iii)          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.


 


(iv)          The Company
shall have submitted to the Administrative Agent an irrevocable notice pursuant
to Section 6.1.1 of the Credit Agreement, permanently reducing the
Revolving Commitment to $75,000,000.  The
Administrative Agent and Lenders hereby waive the five Business Days notice
requirement in connection with such notice.


 


(v)           The Company
shall have paid all fees required under that letter dated October 26,
2009, among Banc of America Securities LLC, the Administrative Agent and the
Company.


 


(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.


 


(b)           For the avoidance of doubt, the
amendments set forth in Sections 2(a) and 2(c) shall be
deemed effective as of September 30, 2009 and thereafter.


 


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 or by the
other Amendment Documents, 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.  This
Amendment shall constitute a Loan Document for purposes of the Credit Agreement
and the other Loan Documents.


 


6

















 


7.             Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall constitute 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 and
the other Amendment Documents, including but not limited to the Attorney Costs
with respect thereto.


 


[signature pages follow]


 


7

















 


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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven R. Fife

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CFO

  



 


[Signature Page 1 to Fifth
Amendment]


 

















 


	
   

  	
   

  	
  BANK OF AMERICA, N.A., as
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ken Puro

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ken Puro

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A., as Issuing
  Lender, and a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David H. Leimsieder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David H. Leimsieder

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


[Signature Page 2 to Fifth
Amendment]


 
















 


	
   

  	
   

  	
  U. S. BANK NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[Signature Page 3 to Fifth
Amendment]


 

















 


	
   

  	
   

  	
  KEY BANK N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raed Y. Alfayoumi

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Raed Y. Alfayoumi

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page 4 to Fifth
Amendment]


 

















 


	
   

  	
   

  	
  WELLS FARGO BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David A. Alderson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David A. Alderson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


[Signature Page 5 to Fifth
Amendment]


 

















 


	
   

  	
   

  	
  THE NORTHERN TRUST COMPANY, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John P. Brazzale

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John P. Brazzale

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


[Signature Page 6 to Fifth
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:

  	
  (i) Interest
  Expense

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (ii) income tax
  expense

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (iii) amortization
  of Signing and

  	
   

  	
  $                         

  
	
   

  	
   

  	
  Performance Bonus
  expense

  	
   

  	
   

  
	
   

  	
   

  	
  (iv) non-cash
  equity compensation

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (v) other
  non-cash charges

  — Specify:

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (vi) extraordinary
  non-cash losses

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (vii) goodwill impairment

  	
   

  	
  $                         

  



 


A-1

















 


	
   

  	
   

  	
  (viii) cash restructuring charges incurred in
  fiscal quarters ended December 31, 2008 (< $6,500,000)
  and ending March 31, 2009 and June 30, 2009 (< $2,500,000
  for both quarters combined) and ending September 30, 2009 (< $1,250,000)
  (if applicable)

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (ix) expensed
  acquisition costs (< $1,000,000)

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (x) for fiscal quarter ending September 30,
  2009, Lease Impairment Charges (< $2,000,000)

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Minus:

  	
  (a) extraordinary gains realized other than
  in the ordinary course of business

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (b) for
  periods subsequent to the fiscal quarter ending September 30, 2009, cash
  charges realized in respect of Lease Impairment Charges (< $2,000,000)

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Total
  (EBIT)

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Rentals

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Sum
  of (4) and (5)

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Cash
  Interest Expense

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  Sum
  of (5) and (7)

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  Ratio
  of (6) to (8)

  	
   

  	
   to 1.00

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  Minimum
  Required:

  	
   

  	
   

  



 


A-2

















 


	
  Fiscal Quarter

  Ending Nearest

  	
   

  	
  Minimum Ratio

  	
   

  
	
  December 31,
  2008

  	
   

  	
  2.00:1.00

  	
   

  
	
  March 31,
  2009

  	
   

  	
  1.50:1.00

  	
   

  
	
  June 30,
  2009

  	
   

  	
  1.25:1.00

  	
   

  
	
  September 30,
  2009

  	
   

  	
  1.25:1.00

  	
   

  
	
  December 31,
  2009

  	
   

  	
  1.25:1.00

  	
   

  
	
  March 31,
  2010

  	
   

  	
  1.50:1.00

  	
   

  
	
  June 30,
  2010

  	
   

  	
  1.75:1.00

  	
   

  
	
  September 30,
  2010 and thereafter

  	
   

  	
  2.00:1.00

  	
   

  



 


B.                                    Section 11.12.1 — Maximum Total Debt
to Adjusted EBITDA Ratio


 


	
  1.

  	
  Total
  Debt

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Consolidated
  Net Income

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Plus:

  	
  (i) Interest
  Expense

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (ii) income
  tax expense

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (iii) depreciation

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (iv) amortization

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (v) non-cash
  equity compensation

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (vi) other
  non-cash charges

  — Specify:

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (vii) extraordinary
  non-cash losses

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (viii) goodwill
  impairment

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (ix) cash restructuring charges incurred in
  fiscal quarters ended (a) December 31, 2008 (< $6,500,000)
  and ending March 31, 2009 and June 30, 2009 (< $2,500,000
  for both quarters combined) and (b) ending September 30, 2009 (< $1,250,000)
  (if applicable)

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (x) expensed
  acquisition costs (up to $1,000,000)

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (xi) for fiscal quarter ending September 30,
  2009, Lease Impairment Charges (< $2,000,000)

  	
   

  	
  $                         

  



 


A-3

















 


	
  4.

  	
  Minus:

  	
  (a) extraordinary
  gains realized other than in the ordinary course of business

  	
   

  	
  $                         

  
	
   

  	
   

  	
  (b) for periods subsequent to the fiscal
  quarter ending September 30, 2009, cash charges realized in respect of
  Lease Impairment Charges (< $2,000,000)

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Total (Adjusted EBITDA)

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Ratio of (1) to (5)

  	
   

  	
   to 1

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  Maximum allowed

  	
   

  	
  2.00:1.00

  



 


C.                                    Section 11.12.3 — Minimum Asset
Coverage Ratio


 


	
  1.

  	
  Cash

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Net
  accounts receivable

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Total
  Debt plus undrawn letters of credit

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

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

  	
   

  	
   to 1

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Minimum allowed

  	
   

  	
  1.50:1.00

  



 


D.            Section 11.13 — Signing and
Performance Bonuses


 


	
  1.

  	
  Signing and Performance
  Bonuses paid in 12 month period ending on Computation Date

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Maximum allowed:

  	
   

  	
   

  



 


	
  12 Month Period

  Ending

  	
   

  	
  Maximum

  	
   

  
	
  October 1, 2007
  through September 30, 2008

  	
   

  	
  75% of Adjusted
  EBITDA

  for such 12 month period

  	
   

  
	
  October 1, 2008
  through June 30, 2009

  	
   

  	
  100% of Adjusted
  EBITDA

  for such 12 month period

  	
   

  



 


A-4

















 


	
  12 Month Period

  Ending

  	
   

  	
  Maximum

  	
   

  
	
  July 1, 2009
  through September 30, 2009

  	
   

  	
  75% of Adjusted
  EBITDA

  for such 12 month period

  	
   

  
	
  October 1, 2009
  through December 31, 2009

  	
   

  	
  100% of Adjusted
  EBITDA

  for such 12 month period

  	
   

  
	
  January 1, 2010
  through June 30, 2010

  	
   

  	
  75% of Adjusted
  EBITDA

  for such 12 month period

  	
   

  
	
  July 1,
  2010 through September 30, 2010 and thereafter

  	
   

  	
  50% of Adjusted
  EBITDA

  for such 12 month period

  	
   

  



 


E.             Restricted Period Termination


 


	
  1.

  	
  Adjusted EBITDA (B.5)

  	
   

  	
  $                         

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum

  	
   

  	
  $

  	
  25,000,000

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Fixed Charge Coverage
  Ratios for any two or more consecutive Computation Periods, each ending after
  March 31, 2009, greater than 2.00:1:00 (Y/N)?

  	
   

  	
                            

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Restricted Period

  Terminated (Y/N)?

  	
   

  	
                            

  



 


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:

  	
   

  



 


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