AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
AND SHALL INURE TO THE BENEFIT OF THE BORROWER, THE AGENT AND THE BANKS AND THE
SUCCESSORS AND ASSIGNS OF THE AGENT AND THE BANKS.
SECTION 9.
LEGAL EXPENSES.
AS PROVIDED IN SECTION 9.2 OF THE CREDIT AGREEMENT,
THE BORROWER AGREES TO REIMBURSE THE AGENT UPON DEMAND FOR ALL REASONABLE
OUT-OF-POCKET EXPENSES (INCLUDING FILING AND RECORDING COSTS AND FEES, CHARGES
AND DISBURSEMENTS OF OUTSIDE
6
COUNSEL TO THE AGENT (DETERMINED ON THE BASIS OF SUCH COUNSEL'S GENERALLY
APPLICABLE RATES, WHICH MAY BE HIGHER THAN THE RATES SUCH COUNSEL CHARGES THE
AGENT IN CERTAIN MATTERS) AND/OR THE ALLOCATED COSTS OF IN-HOUSE COUNSEL
INCURRED FROM TIME TO TIME) INCURRED IN CONNECTION WITH THE NEGOTIATION,
PREPARATION, ENFORCEMENT AND COLLECTION OF THIS AMENDMENT AND THE LOAN DOCUMENTS
AND ALL OTHER DOCUMENTS NEGOTIATED AND PREPARED IN CONNECTION WITH THIS
AMENDMENT AND THE LOAN DOCUMENTS.
SECTION 10.
HEADINGS.
THE HEADINGS OF VARIOUS SECTIONS OF THIS AMENDMENT HAVE
BEEN INSERTED FOR REFERENCE ONLY AND SHALL NOT BE DEEMED TO BE A PART OF THIS
AMENDMENT.
SECTION 11.
COUNTERPARTS.
THE AMENDMENT DOCUMENTS MAY BE EXECUTED IN SEVERAL
COUNTERPARTS AS DEEMED NECESSARY OR CONVENIENT, EACH OF WHICH, WHEN SO EXECUTED,
SHALL BE DEEMED AN ORIGINAL, PROVIDED THAT ALL SUCH COUNTERPARTS SHALL BE
REGARDED AS ONE AND THE SAME DOCUMENT, AND EITHER PARTY TO THE AMENDMENT
DOCUMENTS MAY EXECUTE ANY SUCH AGREEMENT BY EXECUTING A COUNTERPART OF SUCH
AGREEMENT.
SECTION 12.
GOVERNING LAW.
THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF
LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.
[Remainder of page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the date and year first above written.
LECG, LLC
By:
/s/ John C. Burke
John C. Burke
Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION,
In its individual corporate capacity and as Agent
By:
/s/ Robert A. Rosati
Title:
Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION
By:
/s/ Patrick J. O'Toole
Title:
First Vice President
S-1
EXHIBIT F TO
FIFTH AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
REAFFIRMATION OF GUARANTY AND SECURITY AGREEMENT
This will confirm (a) that each of the undersigned hereby consents to the terms
of that Fifth Amendment to Amended and Restated Credit Agreement dated
concurrently herewith by and among LECG, LLC (the "Borrower"), the banks party
thereto (the "Banks") and U.S. Bank National Association, as agent for the Banks
(the "Agent") (the "Fifth Amendment") and to the execution, delivery and
consummation of the Fifth Amendment and the transactions contemplated thereby by
the Borrower; and (b) that the obligations of the Borrower to the Agent or any
Bank under the Amended and Restated Credit Agreement dated as of March 31, 2003
by and among the Borrower, the Banks and the Agent (as previously amended the
"Credit Agreement") as amended by the Fifth