Exhibit 10.58
FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), made and entered into as of July 28, 2005, is by and among LECG,
LLC, a California limited liability company (the "Borrower"), the banks which
are signatories hereto (each individually, a "Bank," and collectively, the
"Banks"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
one of the Banks, and as administrative agent for the Banks (in such capacity,
the "Agent")
RECITALS
1.
The Agent, the Banks and the Borrower
entered into an Amended and Restated Credit Agreement dated as of March 31,
2003, as amended by a First Amendment to Amended and Restated Credit Agreement
dated as of August 18, 2003, a Second Amendment to Amended and Restated Credit
Agreement dated as of November 12, 2003, a Third Amendment to Amended and
Restated Credit Agreement dated as of April 15, 2004, a Fourth Amendment to
Amended and Restated Credit Agreement dated as of August 12, 2004 and a letter
agreement dated as of December 31, 2004 (as amended, the "Credit Agreement").
2.
The Borrower has requested that the
Banks agree to amend certain provisions of the Credit Agreement and the Banks
have agreed to such amendments, subject to the terms and conditions set forth in
this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby covenant and agree to
be bound as follows:
SECTION 1.
CAPITALIZED TERMS.
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE CREDIT AGREEMENT,
UNLESS THE CONTEXT SHALL OTHERWISE REQUIRE.
SECTION 2.
AMENDMENTS.
THE CREDIT AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
2.1
DEFINITIONS.
SECTION 1.1 OF THE CREDIT
AGREEMENT IS AMENDED BY DELETING THE DEFINITIONS OF "APPLICABLE REVOLVING LOAN
MARGIN", "DISTRIBUTIONS FOR TAX", "FIXED CHARGE COVERAGE RATIO", "PERFORMANCE
PAYMENTS", "PERMITTED ACQUISITIONS" AND "SPONSOR" AS THEY APPEAR THEREIN AND BY
INSERTING IN SUCH SECTION THE FOLLOWING DEFINITIONS IN THE APPROPRIATE
ALPHABETICAL ORDER:
"Applicable Revolving Loan Margin":
With respect to (a) LIBOR Rate Advances,
2.0%, (b) Prime Rate Advances, 0.00% and (c) Revolving Commitment Fees, 0.375%.
"Bates Acquisition":
The purchase by the Borrower, either directly or
indirectly through one or more Subsidiaries, of certain assets of Bates Private
Capital Incorporated pursuant to an Asset Purchase Agreement in a form
acceptable to the Agent.
"Fixed Charge Coverage Ratio": For any period of determination, the ratio of
(a)
EBITDA minus the sum of (i) Capital
Expenditures to the extent not financed with Indebtedness permitted hereunder,
(ii) cash taxes, and (iii) cash dividends and distributions,
to
(b)
the sum of (i) Interest Expense plus
(ii) all Performance Payments actually paid during such period of determination
plus (iii) the greater of (a) all required principal payments with respect to
Indebtedness (including but not limited to all payments with respect to
Capitalized Lease Obligations of the Parent and its Subsidiaries) and
(b) $5,000,000,
in each case determined