Second Supplemental Indenture, dated as of February 22, 2006



 Exhibit 4.4 
 SECOND SUPPLEMENTAL INDENTURE 
 SECOND SUPPLEMENTAL INDENTURE
(this “Second Supplemental Indenture”), dated as of February 22, 2006, among Competition Policy Associates, Inc., a District of Columbia corporation (the “Guaranteeing Subsidiary”), a newly formed subsidiary 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”). 
 W I T N E S S E T H 
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of August 2, 2005 (as amended by the First
Supplemental Indenture dated as of December 16, 2005, 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 the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the 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 (such guarantee, the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
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. The 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 Article 11 thereof. 
 4. NO RECOURSE AGAINST
OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or the Guaranteeing Subsidiary
under the Notes, any Note Guarantees, the Indenture or this Second 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 release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy. 
 5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND
SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 







 6. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 7. EFFECT
OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
and attested, all as of the date first above written. 
  

			
	COMPETITION POLICY ASSOCIATES, INC.
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	CFO and Treasurer
	
	FTI CONSULTING, INC.
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Executive V.P. and CFO
	
	FTI, LLC
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Manager and CFO
	
	FTI REPOSITORY SERVICES, LLC
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Manager and CFO
	
	LEXECON, LLC
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Manager and CFO
	
	TECHNOLOGY & FINANCIAL CONSULTING, INC.
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Director and CFO


 SUPPLEMENTAL INDENTURE – CONVERTIBLE
NOTES 








			
	TEKLICON, INC.
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Director and CFO
	
	FTI CAMBIO LLC
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Manager and CFO
	
	FTI IP, LLC
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Manager and CFO
	
	FTI COMPASS, LLC
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Manager and CFO
	
	FTI INVESTIGATIONS, LLC
		
	By:	 	 /s/ Theodore I. Pincus

	Name:	 	Theodore I. Pincus
	Title:	 	Manager and CFO
	
	 WILMINGTON TRUST COMPANY,
 as Trustee

		
	By:	 	/s/ Michael G. Oller, Jr.
	Name:	 	Michael G. Oller, Jr.
	Title:	 	Senior Financial Services Officer


 SUPPLEMENTAL INDENTURE – CONVERTIBLE
NOTES