Exhibit 4.5
THIRD SUPPLEMENTAL
INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this
“ Supplemental Indenture ”), dated as of
May 22, 2008, among FTI RMCG Acquisition LLC, a Maryland
limited liability company (“ FTI RMCG ”), FTI
SMC Acquisition LLC, a Maryland limited liability company (“
FTI SMC ”), and RMCG Consulting, Inc., a Florida
corporation (“ RMCG Consulting, ” and together
with FTI RMCG and FTI SMC, 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 and
Second Supplemental Indenture dated as of December 31, 2007,
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
