Third Supplemental Indenture relating to the 7 3/4%



 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 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 

  

 FTI Third Supp Indenture 2006 Senior Notes 








 
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. 
 4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS 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. 
 5. COUNTERPARTS. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 6.
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 7. THE TRUSTEE. The
Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each
Guaranteeing Subsidiary and the Company. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
  

			
	FTI RMCG Acquisition LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FTI SCM Acquisition LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	RMCG Consulting, Inc.
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FTI Consulting, Inc.
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Executive Vice President and General Counsel
	
	FTI General Partner, LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President


  

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	Stratcom Hispanic, Inc.
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FTI Consulting LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FTI Hosting LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Vice President
	
	Ashton Partners, LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FTI US LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President


  

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	Competition Policy Associates, Inc.
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FTI, LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	 FTI Technology LLC (formerly FTI
 REPOSITORY
SERVICES, LLC)

		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	Compass Lexecon LLC (f/k/a Lexecon, LLC)
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FTI Cambio LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President


  

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	FTI Investigations, LLC
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FTI International LLC (formerly FTI FD LLC)
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	Dittus Communications Inc.
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FD MWA Holdings, Inc.
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President
	
	FD US Communications Inc.
		
	By:	 	 /S/ ERIC B. MILLER

	Name:	 	Eric B. Miller
	Title:	 	Senior Vice President


  

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	Wilmington Trust Company, as Trustee
		
	By:	 	 /S/ MICHAEL G. OLLER, JR.

	Name:	 	Michael G. Oller, Jr.
	Title:	 	Assistant Vice President


  

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