FTI CONSULTING, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7 5/8% SENIOR NOTES DUE 2013Indenture • August 3rd, 2005 • Fti Consulting Inc • Services-management consulting services • New York
INDENTURE dated as of August 2, 2005 among FTI Consulting, Inc., a Maryland corporation, the Guarantors (as defined) and Wilmington Trust Company, as trustee.
FTI Consulting, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I heretoExchange and Registration Rights Agreement • August 3rd, 2005 • Fti Consulting Inc • Services-management consulting services
FTI Consulting, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $200,000,000 in aggregate principal amount of its 7 5/8% Senior Notes due 2013, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Purchase AgreementPurchase Agreement • August 3rd, 2005 • Fti Consulting Inc • Services-management consulting services • New York
FTI Consulting, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. and Banc of America Securities LLC (the “Purchasers”) an aggregate of $200,000,000 principal amount of the 7 5/8% Senior Notes due 2013 of the Company, specified above (the “Securities”). The Securities will be unconditionally guaranteed as to the payment of principal, premium and interest (including special interest), if any, (the “Guarantees”) by each of the entities listed on Schedule I hereto (the “Guarantors”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Offering Circular (as defined below) under the heading “Description of Notes.”
FTI Consulting, Inc. 3¾% Convertible Senior Subordinated Notes due July 15, 2012 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors named on Schedule I hereto Registration Rights AgreementRegistration Rights Agreement • August 3rd, 2005 • Fti Consulting Inc • Services-management consulting services • New York
FTI Consulting, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $150,000,000 in aggregate principal amount of its 3¾% Convertible Senior Subordinated Notes due July 15, 2012 (the “Securities”), which are convertible into cash and, under certain circumstances, shares of Common Stock (as defined herein) upon the occurrence of certain circumstances under the terms of the Indenture (as defined herein). Each Security is entitled to the benefit of the guarantees provided by the Guarantors (as defined herein) in the Indenture (the “Guarantees”) and, unless the context otherwise requires, any reference herein to a “Security” shall include a reference to the related Guarantees. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors (
FTI CONSULTING, INC. AND EACH OF THE GUARANTORS PARTY HERETO 3¾% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE JULY 15, 2012Indenture • August 3rd, 2005 • Fti Consulting Inc • Services-management consulting services • New York
INDENTURE dated as of August 2, 2005 among FTI Consulting, Inc., a Maryland corporation (the “Company”), the Guarantors (as defined) and Wilmington Trust Company, as trustee (the “Trustee”).
SECOND AMENDMENTCredit Agreement • August 3rd, 2005 • Fti Consulting Inc • Services-management consulting services • North Carolina
THIS SECOND AMENDMENT (this “Amendment”) dated as of August 2, 2005 to the Credit Agreement referenced below is by and among FTI Consulting, Inc., a Maryland corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”).
FTI Consulting, Inc. 3¾% Convertible Senior Subordinated Notes due July 15, 2012Purchase Agreement • August 3rd, 2005 • Fti Consulting Inc • Services-management consulting services • New York
FTI Consulting, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. and Banc of America Securities LLC (the “Purchasers”) an aggregate of $125,000,000 principal amount of the 3¾% Convertible Senior Subordinated Notes due 2012 (the “Firm Securities”), which are convertible into cash and shares of the Company’s common stock, par value $0.01 (the “Stock”), upon the occurrence of certain circumstances under the terms of an indenture to be dated August 2, 2005 (the “Indenture”) among the Company, the Guarantors (as defined below) and Wilmington Trust Company, as trustee (the “Trustee”). The Company also proposes to issue and sell to the Purchasers, at the option of the Purchasers, an aggregate principal amount of up to $25.0 million additional 3¾% Convertible Senior Subordinated Notes due 2012 (the “Option Securities”). The Firm Securities and the Option Securities are herein referred to as the
