REGISTRATION RIGHTS AGREEMENT by and among FTI Consulting, Inc., the Guarantors named herein, and Dated as of November 27, 2012Registration Rights Agreement • November 29th, 2012 • Fti Consulting Inc • Services-management consulting services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 27, 2012, by and among FTI Consulting, Inc., a Maryland corporation (the “Company”), the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”), and J.P. Morgan Securities LLC, as representative of the several Initial Purchasers named on Schedule A hereto (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 6.0% Senior Notes due 2022 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
FTI CONSULTING, INC., as Issuer AND EACH OF THE GUARANTORS PARTY HERETO, as Guarantors 6.0% SENIOR NOTES DUE 2022 INDENTURE Dated as of November 27, 2012 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • November 29th, 2012 • Fti Consulting Inc • Services-management consulting services • New York
INDENTURE, dated as of November 27, 2012, among FTI Consulting, Inc., a Maryland corporation, as issuer, the Subsidiaries of the Company listed on the signature page hereto and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, as trustee.
SECURITY AGREEMENTSecurity Agreement • November 29th, 2012 • Fti Consulting Inc • Services-management consulting services • New York
THIS SECURITY AGREEMENT, dated as of November 27, 2012, (this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced below.
CREDIT AGREEMENT Dated as of November 27, 2012, among FTI CONSULTING, INC., as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY, as the Designated Borrowers, and CERTAIN SUBSIDIARIES OF THE COMPANY, as Guarantors, BANK OF AMERICA, N.A., as...Credit Agreement • November 29th, 2012 • Fti Consulting Inc • Services-management consulting services • New York
This CREDIT AGREEMENT is entered into as of November 27, 2012 among FTI CONSULTING, INC., a Maryland corporation (the “Company”), each Designated Borrower (defined herein) from time to time party hereto, the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer.
PLEDGE AGREEMENTPledge Agreement • November 29th, 2012 • Fti Consulting Inc • Services-management consulting services • New York
THIS PLEDGE AGREEMENT, dated as of November 27, 2012 (this “Pledge Agreement”), is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced below.
SUPPLEMENTAL INDENTURESupplemental Indenture • November 29th, 2012 • Fti Consulting Inc • Services-management consulting services • New York
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 27, 2012, among FTI Consulting, Inc., a Maryland corporation (the “Company”), the Guarantors (as defined in the Indenture referred to below) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
