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 (OR, IF AGREED BY ADMINISTRATIVE AGENT, FAX OR PDF COPIES)
OF (A) THIS AMENDMENT FROM THE COMPANY AND THE REQUIRED LENDERS, AND (B) AN
AMENDMENT TO SECURITY AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
ANNEX III FROM THE PARENT, THE COMPANY, AND LECG CANADA HOLDING, INC.
(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").
(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 PAID ALL FEES REQUIRED UNDER THAT LETTER
DATED MARCH 19, 2009, AMONG BANC OF AMERICA SECURITIES LLC, THE ADMINISTRATIVE
AGENT AND THE COMPANY.
(V)
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.
(VI)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A BORROWING BASE
CERTIFICATE, DATED AS OF FEBRUARY 28, 2009, DULY CERTIFIED BY THE CHIEF
EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF THE
COMPANY.
9
(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 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.