Exhibit 4.3
FIFTH SUPPLEMENTAL
INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this
“ Supplemental Indenture ”), dated as of
May 12, 2009, among FTI CXO Acquisition LLC, a Maryland
limited liability company (“ FTI CXO ”) and FTI
Consulting Canada LLC, a Maryland limited liability company
(“ FTI Canada ,” and together with FTI CXO, the
“ Guaranteeing Subsidiaries ”), each of which
are subsidiaries 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 ”).
WITNESSETH
WHEREAS, the Company has heretofore
executed and delivered to the Trustee an indenture dated as of
October 3, 2006 (as supplemented by the First Supplemental
Indenture dated as of December 11, 2006, the Second
Supplemental Indenture dated as of December 31, 2007, the
Third Supplemental Indenture dated as of May 22, 2008 and the
Fourth Supplemental Indenture dated as of September 26, 2008,
the “ Indenture ”), providing for the issuance
of 7 3
/ 4 % Senior
Notes due 2016 (the “ Notes ”);
WHEREAS, the Indenture provides that
under certain circumstances each Guaranteeing Subsidiary shall
execute and deliver to the Trustee a supplemental indenture
pursuant to which each Guaranteeing Subsidiary shall
unconditionally guarantee all of the Company’s Obligations
under the Notes and the Indenture on the terms and conditions set
forth herein (the “ Note Guarantee ”);
and
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, each Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as
follows:
1. CAPITALIZED TERMS. Capitalized
terms used herein without definition shall have the meanings
assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each
Guaranteeing Subsidiary hereby agrees to provide an unconditional
Guarantee on the terms and subject to the conditions set forth in
the Note Guarantee and in the Indenture including but not limited
to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No
past, present or future director, officer, employee, incorporator,
stockholder or agent of any Guaranteeing Subsidiary, as such, shall
have any liability for any obligations of the Company or any other
Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this 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 r
