Exchange and Registration Rights AgreementFti Consulting Inc • October 10th, 2006 • Services-management consulting services • New York
FTI Consulting, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $215,000,000 in aggregate principal amount of its 7 3/4% Senior Notes due 2016, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agree with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
FTI CONSULTING, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7 3/4% SENIOR NOTES DUE 2016Supplemental Indenture • October 10th, 2006 • Fti Consulting Inc • Services-management consulting services • New York
INDENTURE dated as of October 3, 2006 among FTI Consulting, Inc., a Maryland corporation, the Guarantors (as defined) and Wilmington Trust Company, as trustee.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 10th, 2006 • Fti Consulting Inc • Services-management consulting services • Maryland
This RESTRICTED STOCK AGREEMENT (this “Agreement”), dated as of , 2006 (the “Effective Date”), is entered into between FTI Consulting, Inc., a Maryland corporation (“FTI”), and , an individual (the “Investor”).
WARRANTY DEED relating to the sale and purchase of shares in FD International (Holdings) Limited DATED 11 SEPTEMBER 2006 CHARLES WATSON and others and FTI FD LLCFti Consulting Inc • October 10th, 2006 • Services-management consulting services
PARENT GUARANTYParent Guaranty • October 10th, 2006 • Fti Consulting Inc • Services-management consulting services
This PARENT GUARANTY (this “Guaranty”), dated as of 4 October, 2006, of FTI Consulting, Inc., a Maryland corporation (“Guarantor”), is made in favor of the Noteholders (being initially the persons named in Schedule A hereto and such persons who from time to time are entered into the relevant register of FTI FD LLC, a Maryland limited liability company (“Obligor”)) as the holders of the Loan Notes that are issued by Obligor and dated even date herewith (each a “Note” and collectively the “Notes”));
Form of Put and Call Option AgreementOption Agreement • October 10th, 2006 • Fti Consulting Inc • Services-management consulting services
