Exhibit 10.1



 Exhibit 10.1 
 THIRD AMENDMENT 
 THIS THIRD AMENDMENT (this “Amendment”) dated as of February 24,
2006 to the Credit Agreement referenced below is by and among FTI Consulting, Inc., a Maryland corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages
hereto and Bank of America, N.A., as administrative agent (the “Administrative Agent”). 
 W I T N E S S E T H 
 WHEREAS, $225 million in credit facilities (subsequently reduced to $100 million) have been established in favor of the Borrower pursuant to the Amended
and Restated Credit Agreement (as amended, modified and supplemented from time to time, the “Credit Agreement”) dated as of November 28, 2003 among the Borrower, the Guarantors, the Lenders identified therein and the
Administrative Agent; and 
 WHEREAS, the Borrower has requested certain modifications to the Credit Agreement and the Required Lenders have
agreed to the requested modifications on the terms and conditions set forth herein. 
 NOW, THEREFORE, IN CONSIDERATION of the premises and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 
 2. Amendments. In Section 1.01 of the Credit Agreement, the definition of “Consolidated Fixed Charges” is amended to read as follows: 
 “Consolidated Fixed Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to the
sum of (i) the cash portion of Consolidated Interest Charges for such period plus (ii) Consolidated Scheduled Funded Debt Payments for such period plus (iii) Restricted Payments for such period (other than repurchases of
the Capital Stock of the Borrower in an aggregate amount of up to (x) $125.9 million in the fiscal quarters ending September 30, 2005 and December 31, 2005 and (y) $50 million in the fiscal year ending December 31, 2006 and
each fiscal year ending thereafter) plus (iv) earn-out payments for such period, all as determined in accordance with GAAP. 
 3.
Representations and Warranties. Each Loan Party represents and warrants that, after giving effect to this Amendment, each representation and warranty set forth in the Loan Documents is true and correct in all material respects as of the date
hereof (except those that expressly relate to an earlier period). 
 4. Reaffirmation of Guaranty. Each Loan Party
(i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do
not operate to reduce or discharge it’s obligations under the Loan Documents. 







 5. Reaffirmation of Security Interests. Each Loan Party (i) affirms that each of the Liens
granted in or pursuant to the Loan Documents are valid and subsisting and (ii) agrees that this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents. 
 6. Conditions Precedent. This Amendment shall become effective as of the date hereof upon receipt by the Administrative Agent of counterparts of
this Amendment executed by the Loan Parties and the Required Lenders. 
 7. No Other Changes. Except as modified hereby, all of the
terms and provisions of the Loan Documents (including schedules and exhibits thereto) shall remain in full force and effect. 
 8.
Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart. 
 9. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes
shall be construed in accordance with, the laws of the State of North Carolina. 
 [SIGNATURE PAGES FOLLOW] 
  

 2 








 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be
duly executed and delivered as of the date first above written. 
  

					
	BORROWER:	 	FTI CONSULTING, INC., a Maryland corporation
			
		 	By:	 	 /s/ Theodore I. Pincus

		 	 Name:
	 	 Theodore I. Pincus

		 	 Title:
	 	Chief Financial Officer and Executive Vice President
		
	GUARANTORS:	 	 FTI, LLC, a Maryland limited liability company
 FTI REPOSITORY SERVICES, LLC, a Maryland limited liability company
 LEXECON, LLC, a Maryland limited liability company
 TECHNOLOGY & FINANCIAL CONSULTING, INC., a Texas corporation
 TEKLICON, INC., a California corporation
 FTI CAMBIO LLC, a Maryland limited liability company
 FTI COMPASS, LLC, a Maryland limited liability company
 FTI INVESTIGATIONS,
LLC, a Maryland limited liability company
 FTI IP, LLC, a Maryland limited liability company

			
		 	By:	 	 /s/ Theodore I. Pincus

		 	 Name:
	 	 Theodore I. Pincus

		 	 Title:
	 	Treasurer of each of the Guarantors
		
	ADMINISTRATIVE AGENT:	 	BANK OF AMERICA, N.A., as Administrative Agent
			
		 	By:	 	 /s/ Anne M. Zeschke

		 	 Name:
	 	 Anne M. Zeschke

		 	 Title:
	 	Assistant Vice President

 [SIGNATURE PAGES CONTINUE] 








					
	LENDERS:	 	BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
			
		 	By:	 	 /s/ Michael J. Landini

		 	 Name:
	 	 Michael J. Landini

		 	 Title:
	 	Senior Vice President
		
		 	WACHOVIA BANK, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Jiong Liu

		 	 Name:
	 	 Jiong Liu

		 	 Title:
	 	Vice President
		
		 	SUNTRUST BANK
			
		 	By:	 	  
		 	 Name:
	 	
		 	 Title:
	 	
		
		 	COMERICA BANK
			
		 	By:	 	 /s/ Erica M. Krzeminski

		 	 Name:
	 	 Erica M. Krzeminski

		 	 Title:
	 	Account Officer
		
		 	SOVEREIGN BANK
			
		 	By:	 	 /s/ Steven Fohringer

		 	 Name:
	 	 Steven Fohringer

		 	 Title:
	 	Vice President
		
		 	NATIONAL CITY BANK
			
		 	By:	 	 /s/ Heather McIntyre

		 	 Name:
	 	 Heather McIntyre

		 	 Title:
	 	Vice President
		
		 	PNC BANK, NATIONAL ASSOCIATION
			
		 	By:	 	  
		 	 Name:
	 	
		 	 Title:
	 	
		
		 	U.S. BANK NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Eric Cosgrove

		 	 Name:
	 	 Eric Cosgrove

		 	 Title:
	 	Assistant Vice President