SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 22, 2006, among Competition Policy Associates, Inc., a District of Columbia corporation (the “Guaranteeing Subsidiary”), a newly formed subsidiary of FTI Consulting, Inc. (or its permitted successor), a Maryland corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of August 2, 2005 (as amended by the First Supplemental Indenture dated as of December 16, 2005, the “Indenture”), providing for the issuance of 7 5/8% Senior Notes due 2013 (the “Notes”);
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or the Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.
COMPETITION POLICY ASSOCIATES, INC. | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
CFO and Treasurer | |
FTI CONSULTING, INC. | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Executive V.P. and CFO | |
FTI, LLC | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Manager and CFO | |
FTI REPOSITORY SERVICES, LLC | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Manager and CFO | |
LEXECON, LLC | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Manager and CFO | |
TECHNOLOGY & FINANCIAL CONSULTING, INC. | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Director and CFO | |
TEKLICON, INC. | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Director and CFO | |
FTI CAMBIO LLC | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Manager and CFO |
SUPPLEMENTAL INDENTURE — SENIOR NOTES
FTI IP, LLC | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Manager and CFO | |
FTI COMPASS, LLC | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Manager and CFO | |
FTI INVESTIGATIONS, LLC | ||
By: | /s/ XXXXXXXX X. XXXXXX | |
Name: |
Xxxxxxxx X. Xxxxxx | |
Title: |
Manager and CFO | |
WILMINGTON TRUST COMPANY, as Trustee | ||
By: | /s/ XXXXXXX X. XXXXX, XX. | |
Name: |
Xxxxxxx X. Xxxxx, Xx. | |
Title: |
Senior Financial Services Officer |
SUPPLEMENTAL INDENTURE — SENIOR NOTES