This RELEASE (this Release) is entered into as of January 2, 2007 by Wilmington Trust Company (the Trustee), in favor of Teklicon, Inc., a California corporation (the Teklicon). Capitalized terms used herein but not defined herein shall have the same meanings given to them in the Indenture (as defined below).
WHEREAS, Teklicon is party to that certain Indenture dated as of October 3, 2006 among FTI Consulting, Inc., a Maryland corporation (the Company), the other Guarantors party thereto and the Trustee, relating to the 7 3/4% Senior Notes due 2016 (the Notes) of the Company (as supplemented by the First Supplemental Indenture dated as of December 7, 2006, the Indenture).
WHEREAS, Teklicon has unconditionally guaranteed all of the Companys Obligations under the Notes and the Indenture.
WHEREAS, pursuant to that certain Stock Purchase Agreement dated as of December 28, 2006, by and among the Company, Teklicon and Lee Egherman, Marcian Hoff, Jr., Jennifer Bonar and Christopher Jeffers (collectively, the Purchasers), the Company has agreed to sell all of the capital stock (the Sale) of Teklicon to the Purchasers in consideration of $1.00 in cash and accounts receivable outstanding and work in progress as of the date of the closing of the Sale.
WHEREAS, Trustee has received an Opinion of Counsel and an Officers Certificate to the effect that the Sale complies with the provisions of the Indenture.
NOW THEREFORE, in consideration of the mutual covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Release. Effective upon the consummation of the Sale, Trustee, on behalf of itself and the Holders of the Notes, hereby releases Teklicon from any and all obligations and liabilities arising from the Indenture and the Notes, other than obligations and liabilities that expressly would survive any termination of the Indenture. This Release is effective only as to Teklicon and shall not in any way affect any of the obligations and liabilities of the other Guarantors under the Indenture.
2. Governing Law. THIS RELEASE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
3. Counterparts. This Release may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Release to be duly executed and delivered as of the date first written above.
WILMINGTON TRUST COMPANY,
|By:||/s/ MICHAEL G. OLLER, JR.|
|Name:||Michael G. Oller, Jr.|
|Title:||Senior Financial Services Officer|
|By:||/s/ ERIC B. MILLER|
|Name:||Eric B. Miller|
[Teklicon Release (2006 Senior Notes)]