Exhibit 4.4
SUPPLEMENTAL INDENTURE
EIGHTH SUPPLEMENTAL INDENTURE (this
“ Supplemental Indenture ”), dated as of
September 24, 2008, among Attenex Corporation, a Washington
corporation (“ Attenex ”), and FD Kinesis, LLC,
a New Jersey limited liability company (“ Kinesis
,” and together with Attenex, the “ Guaranteeing
Subsidiaries ”), each of which are direct or indirect
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 August 2, 2005 (as supplemented by the First
Supplemental Indenture dated as of December 16, 2005, the
Second Supplemental Indenture dated as of February 22, 2006,
the Third Supplemental Indenture dated as of September 15,
2006, the Fourth Supplemental Indenture dated as of
November 7, 2006, the Fifth Supplemental Indenture dated as of
December 7, 2006, the Sixth Supplemental Indenture dated as of
December 27, 2007 and the Seventh Supplemental Indenture dated
as of May 23, 2008, the “ Indenture ”),
providing for the issuance of 3 3 / 4 % Convertible Senior
Subordinated Notes due July 15, 2012 (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
Guaranteei
