Indenture, dated as of August 2, 2005


 Exhibit 4.1 
  

  
 FTI CONSULTING, INC. 
  
 AND EACH OF THE GUARANTORS PARTY
HERETO 
  
 7 5/8% SENIOR NOTES DUE 2013 
  

  
 INDENTURE 
  
 Dated as of August 2, 2005 
  

  
 Wilmington Trust Company, 
  
 as Trustee 
  

  







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture
 Act
Section

	  	Indenture Section


	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06; 7.07
	       (c)
	  	7.06; 12.02
	       (d)
	  	7.06
	 314(a)
	  	4.03;12.02; 12.05
	       (b)
	  	N.A.
	       (c)(1)
	  	12.04
	       (c)(2)
	  	12.04
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05; 12.02
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.09
	       (b)
	  	2.04
	 318(a)
	  	12.01
	       (b)
	  	N.A.
	       (c)
	  	12.01

  
 N.A. means not applicable. 

 

	*	This Cross Reference Table is not part of the Indenture. 









 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page


	ARTICLE 1
	 DEFINITIONS AND INCORPORATION
 BY REFERENCE

			
	 Section 1.01
	 	Definitions	  	1
	 Section 1.02
	 	Other Definitions	  	20
	 Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	21
	 Section 1.04
	 	Rules of Construction	  	21
	
	ARTICLE 2
	THE NOTES
			
	 Section 2.01
	 	Form and Dating	  	22
	 Section 2.02
	 	Execution and Authentication	  	22
	 Section 2.03
	 	Registrar and Paying Agent	  	23
	 Section 2.04
	 	Paying Agent to Hold Money in Trust	  	23
	 Section 2.05
	 	Holder Lists	  	23
	 Section 2.06
	 	Transfer and Exchange	  	24
	 Section 2.07
	 	Replacement Notes	  	35
	 Section 2.08
	 	Outstanding Notes	  	35
	 Section 2.09
	 	Treasury Notes	  	35
	 Section 2.10
	 	Temporary Notes	  	36
	 Section 2.11
	 	Cancellation	  	36
	 Section 2.12
	 	Defaulted Interest	  	36
	 Section 2.13
	 	CUSIP Numbers	  	36
	
	ARTICLE 3
	REDEMPTION AND PREPAYMENT
			
	 Section 3.01
	 	Notices to Trustee	  	37
	 Section 3.02
	 	Selection of Notes to Be Redeemed or Purchased	  	37
	 Section 3.03
	 	Notice of Redemption	  	37
	 Section 3.04
	 	Effect of Notice of Redemption	  	38
	 Section 3.05
	 	Deposit of Redemption or Purchase Price	  	38
	 Section 3.06
	 	Notes Redeemed or Purchased in Part	  	39
	 Section 3.07
	 	Optional Redemption	  	39
	 Section 3.08
	 	Mandatory Redemption	  	40
	 Section 3.09
	 	Offer to Purchase by Application of Excess Proceeds	  	40
	
	ARTICLE 4
	COVENANTS
			
	 Section 4.01
	 	Payment of Notes	  	41
	 Section 4.02
	 	Maintenance of Office or Agency	  	42
	 Section 4.03
	 	Reports	  	42
	 Section 4.04
	 	Compliance Certificate	  	43
	 Section 4.05
	 	Taxes	  	44
	 Section 4.06
	 	Stay, Extension and Usury Laws	  	44
	 Section 4.07
	 	Restricted Payments	  	44
	 Section 4.08
	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	48
	 Section 4.09
	 	Incurrence of Indebtedness and Issuance of Preferred Stock	  	49

  

 i 








					
	 Section 4.10
	  	Asset Sales	  	53
	 Section 4.11
	  	Transactions with Affiliates	  	55
	 Section 4.12
	  	Liens	  	56
	 Section 4.13
	  	Business Activities	  	56
	 Section 4.14
	  	Corporate Existence	  	56
	 Section 4.15
	  	Offer to Repurchase Upon Change of Control	  	57
	 Section 4.16
	  	No Amendment to Subordination Provisions	  	58
	 Section 4.17
	  	Payments for Consent	  	59
	 Section 4.18
	  	Additional Note Guarantees	  	59
	 Section 4.19
	  	Designation of Restricted and Unrestricted Subsidiaries	  	59
	
	ARTICLE 5
	SUCCESSORS
			
	 Section 5.01
	  	Merger, Consolidation, or Sale of Assets	  	60
	 Section 5.02
	  	Successor Corporation Substituted	  	61
	
	ARTICLE 6
	DEFAULTS AND REMEDIES
			
	 Section 6.01
	  	Events of Default	  	61
	 Section 6.02
	  	Acceleration	  	63
	 Section 6.03
	  	Other Remedies	  	63
	 Section 6.04
	  	Waiver of Past Defaults	  	64
	 Section 6.05
	  	Control by Majority	  	64
	 Section 6.06
	  	Limitation on Suits	  	64
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment	  	64
	 Section 6.08
	  	Collection Suit by Trustee	  	65
	 Section 6.09
	  	Trustee May File Proofs of Claim	  	65
	 Section 6.10
	  	Priorities	  	65
	 Section 6.11
	  	Undertaking for Costs	  	66
	
	ARTICLE 7
	TRUSTEE
			
	 Section 7.01
	  	Duties of Trustee	  	66
	 Section 7.02
	  	Rights of Trustee	  	67
	 Section 7.03
	  	Individual Rights of Trustee	  	67
	 Section 7.04
	  	Trustee’s Disclaimer	  	68
	 Section 7.05
	  	Notice of Defaults	  	68
	 Section 7.06
	  	Reports by Trustee to Holders of the Notes	  	68
	 Section 7.07
	  	Compensation and Indemnity	  	68
	 Section 7.08
	  	Replacement of Trustee	  	69
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	70
	 Section 7.10
	  	Eligibility; Disqualification	  	70
	 Section 7.11
	  	Preferential Collection of Claims Against Company	  	70
	
	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	70
	 Section 8.02
	  	Legal Defeasance and Discharge	  	71
	 Section 8.03
	  	Covenant Defeasance	  	71
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	72

  

 ii 








					
	 Section 8.05
	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	73
	 Section 8.06
	  	Repayment to Company	  	73
	 Section 8.07
	  	Reinstatement	  	74
	
	ARTICLE 9
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 Section 9.01
	  	Without Consent of Holders of Notes	  	74
	 Section 9.02
	  	With Consent of Holders of Notes	  	75
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	76
	 Section 9.04
	  	Revocation and Effect of Consents	  	76
	 Section 9.05
	  	Notation on or Exchange of Notes	  	77
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	77
	
	ARTICLE 10
	NOTE GUARANTEES
			
	 Section 10.01
	  	Guarantee	  	77
	 Section 10.02
	  	Limitation on Guarantor Liability	  	78
	 Section 10.03
	  	Execution and Delivery of Note Guarantee	  	78
	 Section 10.04
	  	Guarantors May Consolidate, etc., on Certain Terms	  	79
	 Section 10.05
	  	Releases	  	79
	
	ARTICLE 11
	SATISFACTION AND DISCHARGE
			
	 Section 11.01
	  	Satisfaction and Discharge	  	80
	 Section 11.02
	  	Application of Trust Money	  	81
	
	ARTICLE 12
	MISCELLANEOUS
			
	 Section 12.01
	  	Trust Indenture Act Controls	  	81
	 Section 12.02
	  	Notices	  	82
	 Section 12.03
	  	Communication by Holders of Notes with Other Holders of Notes	  	83
	 Section 12.04
	  	Certificate and Opinion as to Conditions Precedent	  	83
	 Section 12.05
	  	Statements Required in Certificate or Opinion	  	83
	 Section 12.06
	  	Rules by Trustee and Agents	  	83
	 Section 12.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	83
	 Section 12.08
	  	Governing Law	  	84
	 Section 12.09
	  	No Adverse Interpretation of Other Agreements	  	84
	 Section 12.10
	  	Successors	  	84
	 Section 12.11
	  	Severability	  	84
	 Section 12.12
	  	Counterpart Originals	  	84
	 Section 12.13
	  	Table of Contents, Headings, etc.	  	84

  
 EXHIBITS 
  

			
	 Exhibit A
	  	FORM OF NOTE
	 Exhibit B
	  	FORM OF CERTIFICATE OF TRANSFER
	 Exhibit C
	  	FORM OF CERTIFICATE OF EXCHANGE
	 Exhibit D
	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
	 Exhibit E
	  	FORM OF NOTATION OF GUARANTEE
	 Exhibit F
	  	FORM OF SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTOR(S)

  

 iii 







 INDENTURE dated as of August 2, 2005 among FTI Consulting, Inc., a Maryland corporation, the Guarantors
(as defined) and Wilmington Trust Company, as trustee. 
  
 The
Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 75/8% Senior Notes due 2013 (the “Notes”):

  
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION 
 BY REFERENCE

  
 Section 1.01 Definitions. 
  
 “144A Global Note” means a Global Note substantially in the
form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A. 
  
 “Acquired Debt” means, with respect to any specified Person: 
  
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such
specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and 
  
 (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person. 
  
 “Additional
Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 
  
 “Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

  
 “Agent” means any Registrar, co-registrar,
Paying Agent or additional paying agent. 
  
 “Applicable
Premium” means, with respect to any Note on any redemption date, the greater of: 
  
 (1) 1.0% of the principal amount of the Note; and 
  
 (2) the excess of: (a) the present value at the redemption date of (i) the redemption price of the Note at
June 15, 2009 (such redemption price being set forth in the table appearing in Section 3.07 hereof) plus (ii) all required interest payments due on the Note through June 15, 2009 (excluding accrued but unpaid interest to the applicable
redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note, if greater. 
  

 1 







 “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. 
  
 “Asset Sale” means: 
  
 (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Sections 4.15 and 5.01 hereof and not by Section 4.10 hereof; and 
  
 (2) the issuance of Equity Interests in any of the
Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. 
  
 Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: 
  
 (1) any single transaction or series of related transactions
that involves assets having a Fair Market Value of less than $1.0 million; 
  
 (2) a transfer of assets between or among the Company and its Restricted Subsidiaries; 
  
 (3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

  
 (4) the sale or lease of products, services
or accounts receivable or the licensing of intellectual property, in each case in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business; 
  
 (5) the sale or other disposition of cash or Cash
Equivalents; 
  
 (6) a Restricted Payment that
does not violate Section 4.07 hereof or a Permitted Investment; 
  
 (7) the grant of a Lien permitted by this Indenture; and 
  
 (8) the lease, assignment or sublease of any real or personal property in the ordinary course of business. 
  
 “Bankruptcy Law” means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. 
  
 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only after the passage of time. 
  
 “Board of Directors” means: 
  
 (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; 
  

 2 







 (2) with respect to a partnership, the Board of Directors of the general partner of the
partnership; 
  
 (3) with respect to a limited
liability company, the managing member or members or any controlling committee of managing members thereof; and 
  
 (4) with respect to any other Person, the board or committee of such Person serving a similar function. 
  
 “Broker-Dealer” has the meaning set forth in the
Registration Rights Agreement. 
  
 “Business Day”
means any day other than a Legal Holiday. 
  
 “Capital
Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and
the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. 
  
 “Capital Stock” means: 
  
 (1) in the case of a corporation, corporate stock;

  
 (2) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
  
 (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests;
and 
  
 (4) any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such
debt securities include any right of participation with Capital Stock. 
  
 “Cash Equivalents” means: 
  
 (1) United States dollars, Great Britain pounds and European Union euros, and cash deposit accounts denominated in such currencies; 
  
 (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the
United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than twelve months from the date of acquisition; 
  
 (3) certificates of deposit and eurodollar time deposits
with maturities of twelve months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in
excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better; 
  

 3 







 (4) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; 
  
 (5) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service,
Inc. or Standard & Poor’s Rating Services and, in each case, maturing within twelve months after the date of acquisition; and 
  
 (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5)
of this definition. 
  
 “Change of Control” means
the occurrence of any of the following: 
  
 (1)
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the properties or assets of the
Company and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d) of the Exchange Act); 
  
 (2) the adoption of a plan relating to the liquidation or dissolution of the Company; 
  
 (3) the Company becomes aware (by way of a report or any
other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any
“person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares; or 
  
 (4) the first day on which a majority of the members of the
Board of Directors of the Company are not Continuing Directors. 
  
 “Clearstream” means Clearstream Banking, S.A. 
  
 “Common Stock” means the Capital Stock of the Company consisting solely of the common stock of the Company that is (a) Voting Stock and (b) Publicly Traded. 
  
 “Company” means FTI Consulting, Inc., and any and all successors thereto. 
  
 “Consolidated Cash Flow” means, with respect to any
specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: 
  
 (1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in
connection with an Asset Sale (without regard to the $1.0 million limitation set forth in the definition thereof), to the extent such losses were deducted in computing such Consolidated Net Income; plus 
  
 (2) provision for taxes based on income or profits of such
Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 
  

 4 







 (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to
the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus 
  
 (4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus 
  
 (5) any non-cash goodwill or other intangible asset
impairment charges incurred subsequent to the date of this Indenture resulting from the application of SFAS No. 142 (or any successor provision thereto) or any other non-cash asset impairment charges incurred subsequent to the date of this Indenture
resulting from the application of SFAS No. 144 (or any successor provision thereto); plus 
  
 (6) any non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other
equity-incentive programs; plus 
  
 (7)
customary fees and expenses of the Company and its Restricted Subsidiaries payable in connection with the Transactions; plus 
  
 (8) any non-cash loss recognized in accounting for Hedging Obligations as a result of the application of SFAS No. 149 (or any principles
of superseded SFAS No. 133), or any successor provision thereto, as in effect on the date of this Indenture; minus 
  
 (9) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of
business, 
  
 in each case, on a consolidated basis and determined in accordance
with GAAP. 
  
 Notwithstanding the preceding, the provision for
taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to
the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect
restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders. 
  
 “Consolidated Net Income” means, with respect to any
specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 
  
 (1) the Net Income of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 

 

 5 







 (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or
indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than any such terms permitted
under Section 4.08 hereof); provided that such exclusion shall not apply to the extent that such dividends or distributions are actually received; 
  
 (3) the cumulative effect of a change in accounting principles will be excluded; and 
  
 (4) any net after-tax income or loss from discontinued
operations and any net after-tax gains or losses on disposal of discontinued operations shall be excluded. 
  
 “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who: 
  
 (1) was a member of such Board of Directors on the date of
this Indenture; or 
  
 (2) was nominated for
election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election. 
  
 “Corporate Trust Office of the Trustee” will be at the
address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company. 
  
 “Credit Agreement” means that certain Credit Agreement, dated as of November 28, 2003, by and among the Company, as borrower, the
guarantors party thereto, as guarantors, Bank of America, N.A., as administrative agent and lender, and the other lenders party thereto, as amended by that certain First Amendment thereto, dated as of April 19, 2005, providing for up to $275.0
million of revolving credit and term loan borrowings (or, after giving pro forma effect to the Transactions, $100.0 million of revolving credit borrowings), including any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional
investors) in whole or in part from time to time. 
  
 “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 
  
 “Custodian” means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto. 
  
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
  

 6 







 “Definitive Note” means a certificated Note registered in the name of the Holder thereof
and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note”
attached thereto. 
  
 “Depositary” means, with
respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provision of this Indenture. 
  
 “Designated Non-Cash Consideration” means non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as such in an officers’ certificate,
setting forth the basis of valuation thereof, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration. 
  
 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which
it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms
of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock, exclusive of accrued dividends. 
  
 “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides
direct credit support for any Indebtedness of the Company. 
  
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
  
 “Euroclear” means Euroclear Bank, S.A./N.V., as operator of
the Euroclear system. 
  
 “Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
  
 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 
  
 “Exchange Offer” has the meaning set forth in the
Registration Rights Agreement.  
  
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 
  

 7 







 “Existing Indebtedness” means the Indebtedness of the Company and its Subsidiaries
(other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid. 
  
 “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not
involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company (unless otherwise provided in this Indenture). 
  
 “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the
Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems,
defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable four-quarter reference period. 
  
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 
  
 (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or
consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted
Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred
on the first day of the four-quarter reference period. 
  
 (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

  
 (3) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to
such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; 
  
 (4) any Person that is a Restricted Subsidiary on the Calculation Date (or would become a Restricted Subsidiary on such Calculation Date
in connection with the event requiring determination of Consolidated Cash Flow) will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; 
  
 (5) any Person that is not a Restricted Subsidiary on the Calculation Date (or would cease to be a
Restricted Subsidiary on such Calculation Date in connection with the event requiring determination of Consolidated Cash Flow) will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and 
  

 8 







 (6) if any Indebtedness bears a floating rate of interest, the interest expense on such
Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a
remaining term as at the Calculation Date in excess of twelve months). 
  
 “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of: 
  
 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including,
without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease
Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of
interest rates; plus 
  
 (2) the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus 
  
 (3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 
  
 (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person
or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a
fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in
accordance with GAAP. 
  
 “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. 
  
 “Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be
placed on all Global Notes issued under this Indenture. 
  
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4),
2.06(d)(2) or 2.06(f) hereof. 
  
 “Government
Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. 
  

 9 







 “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any
Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). 
  
 “Guarantors” means each of: 
  
 (1) 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 IP, LLC, a Maryland limited liability company; and 
  
 (2) any other Subsidiary of the Company that executes a Note Guarantee in accordance with Sections 4.18(a) and 10.03 hereof, 

 
 and their respective successors and assigns, in each case, until the Note Guarantee of
such Person has been released in accordance with Sections 4.18(b) and 10.05 hereof. 
  
 “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: 
  
 (1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest
rate collar agreements; 
  
 (2) other agreements
or arrangements designed to manage or hedge interest rates or interest rate risk; and 
  
 (3) other agreements or arrangements designed to manage, hedge or protect such Person against fluctuations in currency exchange rates.

  
 “Holder” means a Person in whose name a Note
is registered. 
  
 “IAI Global Note” means a
Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors. 
  
 “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and
whose total revenues for the most recent twelve-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides
direct credit support for any Indebtedness of the Company. 
  
 “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent: 
  
 (1) in respect of borrowed money; 
  

 10 







 (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof); 
  
 (3) in respect of banker’s acceptances; 
  
 (4) representing Capital Lease Obligations; 
  
 (5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or 
  
 (6) representing any Hedging Obligations, 
  
 if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of
the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. 
  
 “Indenture” means this Indenture, as amended or supplemented
from time to time. 
  
 “Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant. 
  
 “Initial Notes” means $200,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof. 
  
 “Initial Purchasers” means Goldman, Sachs & Co. and Banc of America Securities LLC. 
  
 “Institutional Accredited Investor” means an institution
that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 
  
 “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including
Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary
of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company
will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in
Section 4.07(c) hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount
equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) hereof. Except as otherwise provided in this Indenture, the amount of an Investment will be
determined at the time the Investment is made and without giving effect to subsequent changes in value. 
  

 11 







 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the
City of Wilmington, Delaware (for so long as the Company maintains an office or agency in such location, or alternatively, in the City of New York, if at such time the Company maintains an office or agency in the City of New York) or at a place of
payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue on such payment for the intervening period. 
  
 “Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
  
 “Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. 
  
 “Net Income” means, with respect to any specified Person,
the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 
  

(1) any gain (but not loss), together with any related provision for taxes on such gain or loss, realized in connection with:

  
 (a) any Asset Sale (without regard to the
$1.0 million threshold in the definition thereof); or 
  
 (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and 
  
 (2) any extraordinary gain or loss, together with any
related provision for taxes on such extraordinary gain or loss. 
  
 “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation
expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be
applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or
assets established in accordance with GAAP. 
  
 “Non-Recourse Debt” means Indebtedness: 
  
 (1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would 

  

 12 







 
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender; 
  
 (2) no default with respect to which (including any rights
that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and 
  
 (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or
any of its Restricted Subsidiaries. 
  
 “Non-U.S.
Person” means a Person who is not a U.S. Person. 
  
 “Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture. 
  
 “Notes” has the meaning assigned to it in the preamble to
this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any
Additional Notes. 
  
 “Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 
  
 “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 
  
 “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the
Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. 
  
 “Opinion of Counsel” means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 
  
 “Participant” means, with respect to the Depositary,
Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
  
 “Permitted Business” means any business that is reasonably similar, ancillary or related to, or a
reasonable extension or expansion of, the businesses which the Company and its Restricted Subsidiaries are engaged on the date of this Indenture. 
  
 “Permitted Investments” means: 
  
 (1) any Investment in the Company or in a Restricted Subsidiary of the Company; 
  
 (2) any Investment in Cash Equivalents; 
  

 13 







 (3) any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment: 
  
 (a) such Person becomes a Restricted Subsidiary of the Company; or 
  
 (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

  
 (4) any Investment made as a result of the
receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof; 
  
 (5) any Investment made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

  
 (6) any Investments received in compromise or
resolution of (a) obligations of trade creditors, suppliers or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor, supplier or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates; 
  
 (7) Investments represented by Hedging Obligations; 
  
 (8) payroll, travel and similar advances to directors,
officers and employees to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; 
  
 (9) loans or advances to employees of the Company or any
Restricted Subsidiary of the Company made in the ordinary course of business (other than loans or advances evidenced by SMD Loans) in an aggregate principal amount not to exceed $1.0 million at any one time outstanding; 
  
 (10) loans or advances to employees of the Company or any
Restricted Subsidiary of the Company made in the ordinary course of business evidenced by SMD Loans; 
  
 (11) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other
Persons; 
  
 (12) repurchases of the Notes and
related Note Guarantees; 
  
 (13) Investments in
existence on the date of this Indenture, and any amendment, modification, restatement, supplement, extension, renewal, refunding, replacement or refinancing, in whole or in part, thereof; 
  
 (14) Guarantees otherwise permitted by the terms of this
Indenture; and 
  
 (15) other Investments in any
Person other than Restricted Subsidiaries of the Company having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other
Investments made pursuant to this clause (15) that are at the time outstanding, not to exceed $10.0 million; provided, however, that if an Investment pursuant to this clause (15) is made in any 

  

 14 







 
Person that is not a Restricted Subsidiary of the Company at the date of the making of the Investment and such Person becomes a Restricted Subsidiary after
such date, such Investment will thereafter be deemed to have been made pursuant to clause (1) above, and will cease to have been made pursuant to this clause (15). 
  
 “Permitted Liens” means: 
  
 (1) Liens on assets of the Company or any Guarantor securing Indebtedness and other Obligations under Credit
Facilities (including in respect of “Treasury Management Agreements,” as defined in the Credit Agreement) that was incurred pursuant to either clause (1) or clause (16) of the second paragraph of Section 4.09 hereof and/or securing Hedging
Obligations related thereto; 
  
 (2) Liens in
favor of the Company or the Guarantors; 
  
 (3)
Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary; 
  
 (4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of
the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition; 
  
 (5) Liens to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts,
performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business, but exclusive of obligations for the payment of borrowed money; 
  
 (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4)
hereof covering only the assets acquired with or financed by such Indebtedness; 
  
 (7) Liens existing on the date of this Indenture; 
  
 (8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are
being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 
  
 (9) Liens imposed by law, such as carriers’,
warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business; 
  
 (10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph
and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said
properties or materially impair their use in the operation of the business of such Person; 
  
 (11) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees); 
  

 15 







 (12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred
under this Indenture; provided, however, that: 
  
 (a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to,
such property or proceeds or distributions thereof); and 
  
 (b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and
(y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge; 
  
 (13) Liens incurred or deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course or business in connection therewith; 
  
 (14) Liens upon specific items of inventory or other goods and proceeds of any Person securing such
Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods; 
  
 (15) Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off; 
  
 (16) leases or subleases granted to other Persons that do not materially interfere with the ordinary course
of business of the Company and its Restricted Subsidiaries; 
  
 (17) Liens arising from filing Uniform Commercial Code financing statements regarding leases; 
  
 (18) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with
the importation of goods; and 
  
 (19) Liens
incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $10.0 million at any one time outstanding. 
  
 “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness);
provided that: 
  
 (1) the principal
amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus
all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); 
  

 16 







 (2) such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; 
  
 (3) if the Indebtedness being renewed, refunded, refinanced,
replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in
the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 
  
 (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being
renewed, refunded, refinanced, replaced, defeased or discharged. 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 
  
 “Publicly Traded” means any equity security of a class that
is registered pursuant to Section 12 of the Exchange Act that is admitted to trading on a national securities exchange or quoted on the automated quotation system of a registered securities association. 
  
 “Private Placement Legend” means the legend set forth in
Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
  
 “QIB” means a “qualified institutional buyer” as defined in Rule 144A. 
  
 “Registration Rights Agreement” means the Exchange and
Registration Rights Agreement, dated as of August 2, 2005, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect
to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 
  
 “Regulation S” means Regulation S promulgated under the Securities Act. 
  
 “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on
Rule 903 of Regulation S. 
  
 “Responsible
Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar
to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular
subject. 
  
 “Restricted Definitive Note” means a
Definitive Note bearing the Private Placement Legend. 
  

 17 







 “Restricted Global Note” means a Global Note bearing the Private Placement Legend.

  
 “Restricted Investment” means an Investment
other than a Permitted Investment. 
  
 “Restricted
Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 
  
 “Rule 144” means Rule 144 promulgated under the Securities Act. 
  
 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
  
 “Rule 903” means Rule 903 promulgated under the Securities
Act. 
  
 “Rule 904” means Rule 904 promulgated
under the Securities Act. 
  
 “SEC” means the
Securities and Exchange Commission. 
  
 “Securities
Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
  
 “Senior Subordinated Convertible Note Indenture” means the indenture governing the Senior Subordinated Convertible Notes, dated as of
this Indenture, among the Company, the guarantors party thereto and Wilmington Trust Company, as trustee. 
  
 “Senior Subordinated Convertible Notes” means the 33/4% Senior Subordinated Convertible Notes due July 15, 2012 of the
Company. 
  
 “Shelf Registration Statement” means
the Shelf Registration Statement as defined in the Registration Rights Agreement. 
  
 “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated under the Securities Act, as such
Regulation is in effect on the date of this Indenture. 
  
 “SMD” means a current or former senior managing director (or employee who holds or held an equivalent title) of the Company or any of its Restricted Subsidiaries. 
  
 “SMD Loan” means a loan, made in the ordinary course of
business, from the Company to an SMD in accordance with the practices of the Company as described in the offering circular relating to the Notes and the related Note Guarantees. 
  
 “Special Interest” means all liquidated damages then owing pursuant to Section 2(c) of the Registration
Rights Agreement and paragraph 1 of the Notes. 
  
 “Stated
Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of
the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 
  
 “Stock Repurchase” means the repurchase by the Company or
any of its Restricted Subsidiaries, in one or more transactions, of up to $100.0 million in the aggregate of shares of Common Stock on the 

  

 18 







 
date of this Indenture in connection with the issuance of the Senior Subordinated Convertible Notes or otherwise through a collared accelerated stock buyback
(“ASB”) transaction or open market purchases; provided that, in the case of any Stock Repurchase executed pursuant to an ASB transaction that is entered into prior to or on the date of this Indenture, the Company or any of
its Restricted Subsidiaries may pay a capped settlement amount not to exceed 10% of the volume-weighted average price per share paid by the counterparty to such ASB transaction during the applicable hedge period. 
  
 “Subsidiary” means, with respect to any specified Person:

  
 (1) any corporation, limited liability
company, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or
stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, limited liability company, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 
  
 (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or
(b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 
  
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb). 
  
 “Transactions” means the issuance of the Notes and related
Note Guarantees, the issuance of the Senior Subordinated Convertible Notes and the Stock Repurchase, in each case as described in the offering circular relating to the Notes and the related Note Guarantees. 
  
 “Treasury Rate” means, as of any redemption date, the yield
to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two
business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 15, 2009; provided,
however, that if the period from the redemption date to June 15, 2009, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used . 
  
 “Total Assets” means the total consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent balance sheet of the Company. 
  
 “Trustee” means Wilmington Trust Company until a successor replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder. 
  
 “Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend. 
  
 “Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend. 

 
 “Unrestricted Subsidiary” means any Subsidiary of the
Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 
  
 (1) has no Indebtedness other than Non-Recourse Debt;

  

 19 







 (2) except as permitted by Section 4.11 hereof, is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the Company; 
  
 (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a)
to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and 
  
 (4) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries. 
  
 “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act. 
  
 “Voting Stock” of any specified Person as of any date means
the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 
  
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

  
 (1) the sum of the products obtained by
multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such payment; by  
  
 (2) the then outstanding principal amount of such Indebtedness. 
  
 Section 1.02 Other Definitions. 
  

			
	 Term

	  	Defined in
Section


	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	3.09
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Legal Defeasance”
	  	8.02
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09

  

 20 








			
	 Term

	  	Defined in
Section


	 “Paying Agent”
	  	2.03
	 “Permitted Debt”
	  	4.09
	 “Payment Default”
	  	6.01
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07

  

	Section	1.03 Incorporation by Reference of Trust Indenture Act. 

  
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
  
 The following TIA terms used in this Indenture have the following meanings:

  
 “indenture securities” means the Notes;

  
 “indenture security holder” means a Holder of
a Note; 
  
 “indenture to be qualified” means
this Indenture; 
  
 “indenture trustee” or
“institutional trustee” means the Trustee; and 
  
 “obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively. 
  
 All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  

	Section	1.04 Rules of Construction. 

  
 Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 
  
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
  
 (3) “or” is not exclusive; 
  
 (4) words in the singular include the plural, and in the
plural include the singular; 
  
 (5)
“will” shall be interpreted to express a command; 
  
 (6) the “date of this Indenture” or “date hereof” means the date of original issuance of the Initial Notes; 
  

(7) provisions apply to successive events and transactions; and 
  

 21 







 (8) references to sections of or rules under the Securities Act will be deemed to include
substitute, replacement of successor sections or rules adopted by the SEC from time to time. 
  
 ARTICLE 2 
 THE NOTES 
  

	Section	2.01 Form and Dating. 

  
 (a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

  
 The terms and provisions contained in the Notes will
constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to
the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
  

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the
“Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06 hereof. 
  
 (c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear
or Clearstream. 
  

	Section	2.02 Execution and Authentication. 

  
 At least one Officer must sign the Notes for the Company by manual or facsimile signature. 
  
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will
nevertheless be valid. 
  
 A Note will not be valid until
authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
  
 The Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Notes,
including Additional Notes, in an unlimited aggregate principal amount, subject to the provisions of this Indenture, including without limitation Section 4.09 

  

 22 







 
hereof. Each Authentication Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated and, in the case
of Additional Notes, the issue price of such Notes.  
  
 The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company. 
  

	Section	2.03 Registrar and Paying Agent. 

  
 The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and
an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The
Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any
of its Subsidiaries may act as Paying Agent or Registrar. 
  
 The
Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
  
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. 

 

	Section	2.04 Paying Agent to Hold Money in Trust. 

  
 The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal, premium or Special Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may upon written request to a Paying Agent require such Paying Agent to pay all money held by it to the Trustee and to account for any amounts paid. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any amounts paid. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying
Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the
Notes. 
  
 Section 2.05 Holder Lists. 
  
 The Trustee will preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company will furnish to the Trustee at least five Business Days before each
interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA § 312(a). 
  

 23 







 Section 2.06 Transfer and Exchange. 
  
 (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary
to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if: 
  
 (1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; 
  
 (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive
Notes and delivers a written notice to such effect to the Trustee; or 
  
 (3) there has occurred and is continuing a Default with
respect to the Notes. 
  
 Upon the occurrence of any of the
preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10
hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

  
 (b) Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either
subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 
  
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any
Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(1). 
  

 24 







 (2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 
  
 (A) both: 
  
 (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred
or exchanged; and 
  
 (ii) instructions given in
accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or 
  
 (B) both: 
  
 (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 
  
 (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (i) above. 
  
 Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
  
 (3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar
receives the following: 
  
 (A) if the transferee
will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (B) if the transferee will take delivery in the form of a
beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 
  
 (C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications and certificates required by item (3) thereof, if applicable. 
  
 (4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in
an Unrestricted Global Note. A beneficial interest in any Restricted 

  

 25 







 
Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

  
 (C) such transfer is effected by a
Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
  
 (ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

  
 and, in each such case set forth in this subparagraph (D), if
the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
  
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
  
 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

  
 (1) Beneficial Interests in Restricted
Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial 

  

 26 







 
interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted
Definitive Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
  
 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof; 
  
 (D) if
such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(a) thereof; 
  
 (E) if such beneficial
interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect
set forth in Exhibit B hereto, including the certifications and certificates required by item (3) thereof, if applicable; 
  
 (F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  
 (G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(c) thereof, 
  
 the Trustee shall cause the aggregate principal amount of
the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained
therein. 
  
 (2) Beneficial Interests in
Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest 

  

 27 







 
for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive
Note only if: 
  
 (A) such exchange or transfer
is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter
of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
  
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the holder of such beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
  
 (ii) if the holder of such beneficial interest in a
Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof; 
  
 and, in each such case
set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon
satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and
the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect
Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private
Placement Legend. 
  

 28 







 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. 
  
 (1) Restricted Definitive Notes to Beneficial Interests
in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
  
 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 
  
 (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (2) thereof; 
  
 (D)
if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof; 
  
 (E) if
such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the certifications and certificates required by item (3) thereof, if applicable; 
  
 (F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
  
 (G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
  
 the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 
  
 (2) Restricted Definitive Notes to Beneficial Interests
in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note only if: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  

 29 







 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement; 
  
 (C)
such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 
  
 (ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes
and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
  
 (3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of
a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 
  
 If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
  

 30 







 (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of
Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must
present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 
  
 (1) Restricted Definitive Notes to Restricted Definitive
Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: 
  
 (A) if the transfer will be made pursuant to Rule 144A, then
the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof; and 
  
 (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications and certificates required by item (3) thereof, if applicable. 
  
 (2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons
who take delivery thereof in the form of an Unrestricted Definitive Note if: 
  
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; 
  
 (B) any such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement; 
  
 (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
  
 (D) the Registrar receives the following: 
  
 (i) if the Holder of such Restricted Definitive Notes
proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
  

 31 







 (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes
to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  
 and, in each such case set forth in this subparagraph (D), if the Registrar
so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
  
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the
Holder thereof. 
  
 (f) Exchange Offer. Upon the occurrence
of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 
  
 (1) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not
Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and 
  
 (2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and
(C) they are not affiliates (as defined in Rule 144) of the Company. 
  
 Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and
deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 
  
 (g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture. 
  
 (1) Private Placement Legend. 
  
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following
form: 
  
 “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A 

  

 32 







 
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.” 
  
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs
(b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 
  
 (2) Global Note Legend. Each Global Note will bear a
legend in substantially the following form: 
  
 “THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF FTI CONSULTING, INC. 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
  
 (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or 

  

 33 







 
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such increase. 
  
 (i) General Provisions
Relating to Transfers and Exchanges. 
  
 (1)
To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the
Registrar’s request. 
  
 (2) No service
charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). 
  
 (3) The Registrar will not be required to register the
transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
  
 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be
the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
  
 (5) Neither the Registrar nor the Company will be required:

  
 (A) to issue, to register the transfer of or
to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 
  
 (B) to register the transfer of or to exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or 
  
 (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. 
  
 (6) Prior to due presentment for the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and
for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. 
  

 34 







 (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with
the provisions of Section 2.02 hereof. 
  
 (8)
All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
  
 Section 2.07 Replacement Notes. 
  
 If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are
met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any
loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note, including fees and expenses of counsel and of the Trustee. 
  
 Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued hereunder. 
  
 Section 2.08 Outstanding Notes. 
  
 The Notes
outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the
provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes
held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.  
  
 If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced
Note is held by a protected purchaser. 
  
 If the principal amount
of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 
  
 If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 
  
 Section 2.09 Treasury Notes. 
  
 In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes
of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded. 
  

 35 







 Section 2.10 Temporary Notes. 
  
 Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes. 
  
 Holders of temporary Notes will be entitled to all of the benefits of this Indenture. 
  
 Section 2.11 Cancellation. 
  
 The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes
(subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation. 
  
 Section 2.12 Defaulted
Interest. 
  
 If the Company defaults in a payment of
interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed
each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such
interest to be paid. 
  
 Section 2.13 CUSIP Numbers. 
  
 The Company, in issuing the Notes, may use one or more “CUSIP”
numbers and, if so, the Trustee shall use such CUSIP numbers in notices of redemption, repurchase or exchange as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness or
accuracy of any CUSIP number printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. Any redemption, repurchase or exchange will not be affected by any defect in or the
omission of such CUSIP numbers. The Company will promptly notify the Trustee of any change to the CUSIP numbers. 
  

 36 







 ARTICLE 3 
 REDEMPTION AND PREPAYMENT 
  
 Section 3.01
Notices to Trustee. 
  
 If the Company elects to redeem
Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth: 
  
 (1) the clause of this Indenture pursuant to which the
redemption shall occur; 
  
 (2) the redemption
date; 
  
 (3) the principal amount of Notes to be
redeemed; and 
  
 (4) the redemption price.

  
 Section 3.02 Selection of Notes to Be Redeemed or Purchased.

  
 If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase on a pro rata basis except: 
  
 (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities
exchange on which the Notes are listed; or 
  
 (2) if otherwise required by law. 
  
 In the event of
partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase. 
  
 The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.
Notes and portions of Notes selected will be in amounts of $2,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for
redemption or purchase. 
  
 Section 3.03 Notice of Redemption. 

 
 Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be
mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof. 
  

 37 







 The notice will identify the Notes to be redeemed and will state: 
  
 (1) the redemption date; 
  
 (2) the redemption price; 
  
 (3) if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

  
 (4) the name and address of the Paying Agent;

  
 (5) that Notes called for redemption must be
surrendered to the Paying Agent to collect the redemption price; 
  
 (6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; 
  
 (7) the paragraph of the Notes and/or Section of this
Indenture pursuant to which the Notes called for redemption are being redeemed; and 
  
 (8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes. 
  
 At the Company’s request, the Trustee will give
the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
  
 Section 3.04 Effect of Notice of Redemption. 
  
 Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be conditional. 
  
 Section 3.05 Deposit of Redemption or Purchase Price. 
  
 One Business Day prior to the redemption or purchase date, if not previously deposited, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and
Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased. 
  
 If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the
Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with
the preceding paragraph, interest shall be paid on the unpaid 

  

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principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in
each case at the rate provided in the Notes and in Section 4.01 hereof. 
  
 Section 3.06 Notes Redeemed or Purchased in Part. 
  
 Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed or unpurchased portion of the Note surrendered. 
  
 Section 3.07 Optional Redemption. 
  
 (a) At any
time prior to June 15, 2008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 107.625% of the principal amount thereof, plus accrued and
unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company; provided that: 
  
 (1) at least 65% of the aggregate principal amount of Notes
originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and 
  
 (2) the redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.

  
 (b) At any time prior to June 15, 2009, the Company may also
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus
the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on
the relevant interest payment date. 
  
 (c) Except as set forth in
Sections 3.07(a) and 3.07(b) hereof, the Notes will not be redeemable at the Company’s option prior to June 15, 2009. 
  
 (d) On or after June 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the
redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period
beginning on June 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	103.813	%
	 2010
	  	101.906	%
	 2011 and thereafter
	  	100.000	%

  
 Unless the Company
defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 
  

 39 







 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections
3.01 through 3.06 hereof. 
  
 (f) The Company may acquire notes by
means other than a redemption, whether by tender offer, open-market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as any such acquisition does not otherwise violate the terms of this
Indenture. 
  
 Section 3.08 Mandatory Redemption. 
  
 The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes. 
  
 Section 3.09 Offer to Purchase by
Application of Excess Proceeds. 
  
 In the event that,
pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below. 
  
 The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a
period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after
the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata
basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are
made. 
  
 If the Purchase Date is on or after an interest record
date and on or before the related interest payment date, any accrued and unpaid interest and Special Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
  
 Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 
  
 (1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the
length of time the Asset Sale Offer will remain open; 
  
 (2) the Offer Amount, the purchase price and the Purchase Date; 
  
 (3) that any Note not tendered or accepted for payment will continue to accrue interest; 
  
 (4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to
accrue interest after the Purchase Date; 
  
 (5)
that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; 
  

 40 







 (6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will
be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying
Agent at the address specified in the notice at least three days before the Purchase Date; 
  
 (7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased; 
  
 (8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu
Indebtedness to be purchased in accordance with Section 3.02 hereof, with a summary of those provisions; and 
  
 (9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered (or transferred by book-entry transfer). 
  
 On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if
less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or
deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the
Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed
or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date. 
  
 Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections
3.01 through 3.06 hereof. 
  
 ARTICLE 4 
 COVENANTS 
  
 Section 4.01 Payment of Notes. 
  
 The Company will pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special
Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company will pay all Special 

  

 41 







 
Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 
  
 The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace period) at the same rate to the extent lawful. 
  
 Section 4.02 Maintenance of Office or Agency. 
  
 The Company will maintain in the City of Wilmington, Delaware (or if not such location, in the Borough of Manhattan, the
City of New York), an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to
maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 
  
 The Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its
obligation to maintain an office or agency in the City of Wilmington, Delaware (or if not such location, in the Borough of Manhattan, the City of New York) for such purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other office or agency. 
  
 The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03
hereof. 
  
 Section 4.03 Reports. 
  
 (a) Whether or not required by the rules and regulations of the SEC, so long
as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: 
  
 (1) all quarterly and annual reports that would be required
to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and 
  
 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

  
 All such reports will be prepared in all material respects in accordance with
all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, the
Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept
such a filing) and will post the reports on its website within those time periods.  
  

 42 







 If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange
Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any
action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph
on its website within the time periods that would apply if the Company were required to file those reports with the SEC. 
  
 (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, and all of the Company’s Unrestricted Subsidiaries at such
time together constitute a Significant Subsidiary, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or
in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries of the Company. 
  
 (c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b)
of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

  
 Section 4.04 Compliance Certificate. 
  
 (a) The Company and each Guarantor (to the extent that such Guarantor is so
required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has
been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to
take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has
occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. 
  
 (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary
for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. 
  
 (c) So long as any of the Notes are outstanding, the Company will deliver to
the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate 

  

 43 







 
specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 
  
 Section 4.05 Taxes. 
  
 The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments,
and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 
  
 Section 4.06 Stay, Extension and Usury Laws. 
  
 The Company and each of the Guarantors covenant (to the extent that each may
lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that each may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 
  
 Section 4.07 Restricted Payments. 
  
 (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: 
  
 (1)
declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or
consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company); 
  
 (2) purchase, redeem or otherwise acquire or retire for
value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; 
  
 (3) make any payment on or with respect to, or purchase,
redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company
and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or 
  
 (4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being
collectively referred to as “Restricted Payments”), 
  

 44 







 unless, at the time of and after giving effect to such Restricted Payment: 
  
 (1) no Default or Event of Default has occurred and is
continuing or would occur as a consequence of such Restricted Payment; 
  
 (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and 
  
 (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted
Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (10) and (11) of paragraph (b) of this Section 4.07), is less than the sum, without duplication of: 
  
 (A) 50% of the Consolidated Net Income of the Company for
the period (taken as one accounting period) from July 1, 2005 to the end of the Company’s most recently ended fiscal quarter for which financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net
Income for such period is a deficit, less 100% of such deficit); plus 
  
 (B) 100% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property or assets (including, without limitation, that portion of any Permitted Business that is acquired
through the issue of new shares of Common Stock) received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or
from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified
Stock or debt securities) sold to a Subsidiary of the Company); plus 
  
 (C) the sum of (1) the aggregate amount of the return to capital with respect to any Restricted Investment that was made after the date of this Indenture whether through interest payments, principal payments,
dividends or other distributions or payments, and (2) to the extent that any such Restricted Investment is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost
of disposition, if any); plus 
  
 (D) to
the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary or any Unrestricted Subsidiary of the Company merges into or consolidates with the Company or
any of its Restricted Subsidiaries (and the Company or such Restricted Subsidiary is the surviving entity), in each case after the date of this Indenture, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of
such redesignation or merger or consolidation. 
  
 (b) The
provisions of Section 4.07(a) hereof will not prohibit: 
  
 (1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as 

  

 45 







 
the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

  
 (2) the making of any Restricted Payment in
exchange for, or out of the net cash proceeds of the sale within 30 days (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the contribution within 30 days of common equity capital
to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(B) of Section 4.07(a) hereof; 
  
 (3) the repurchase, redemption, defeasance or other
acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from an incurrence within 30 days of Permitted Refinancing
Indebtedness; 
  
 (4) the payment of any dividend
(or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 
  
 (5) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current, future or former director, officer, employee or consultant of the Company or any of its Restricted Subsidiaries pursuant to
any equity subscription agreement, stock option agreement, management equity or employment agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or
retired Equity Interests may not exceed $2.5 million in any twelve-month period; provided further that: 
  
 (a) the Company may carry over and make in subsequent calendar years, in addition to the $2.5 million amount permitted for such calendar
year, the amount of such purchases, redemptions or other acquisitions or retirements for value permitted to be made, but not made, in any preceding calendar year, up to a maximum amount of $5.0 million in any calendar year; and 
  
 (b) the maximum amount in any calendar year may be increased
by an aggregate amount not to exceed (x) an amount equal to the cash proceeds of key man life insurance policies received by the Company and the Guarantors after the date of this Indenture to the extent the Company has not previously made Restricted
Payments pursuant to this clause (5) in connection with the events that gave rise to the receipt of such key man life insurance proceeds, plus (y) the cash proceeds received by the Company during that calendar year from any reissuance of
Equity Interests by the Company to directors, officers, employees and consultants of the Company and its Restricted Subsidiaries, plus (z) the cash proceeds received by the Company in connection with the issuance or exercise of any management
or employee Equity Interests so acquired; 
  
 (6)
the repurchase of Equity Interests or the prepayment of principal deemed to occur upon: 
  
 (a) the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

  

 46 







 (b) the withholding of a portion of the Equity Interests granted or awarded to a
director, officer, employee or consultant to pay for the taxes payable by such Person upon such grant or award; or 
  
 (c) the conversion of any Senior Subordinated Convertible Notes; 
  
 (7) the repurchase, redemption or other acquisition for value of Capital Stock of the Company representing
fractional shares of such Capital Stock in connection with: 
  
 (a) a merger, consolidation, amalgamation or other combination involving the Company; 
  
 (b) the exercise of stock options issued to directors, officers, employees and consultants of the Company or its Restricted Subsidiaries;
or 
  
 (c) the conversion of any Senior
Subordinated Convertible Notes; 
  
 (8) the
repurchase, redemption or other acquisition or retirement for value of Indebtedness of the Company and its Restricted Subsidiaries that is subordinated in right of payment to the Notes with any Excess Proceeds that remain after the Company and its
Restricted Subsidiaries have satisfied their obligations with respect to an Asset Sale Offer set forth under Section 4.10 hereof to the extent that such subordinated Indebtedness is required to be repurchased or redeemed pursuant to the terms
thereof as a result of such Asset Sale, at a purchase price not greater than 100% of the outstanding principal amount (or accreted value, in the case of any debt issued at a discount from its principal amount at maturity) thereof, plus accrued and
unpaid interest, if any; 
  
 (9) upon the
occurrence of a Change of Control and within 60 days after (but not before) completion of the offer to repurchase notes pursuant to Section 4.15 hereof (including the purchase of all notes validly tendered and not withdrawn), the repurchase,
redemption or other acquisition or retirement for value of Indebtedness of the Company and its Restricted Subsidiaries that is subordinated in right of payment to the notes to the extent that such subordinated Indebtedness is required to be
repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount (or accreted value, in the case of any debt issued at a discount from its
principal amount at maturity) thereof, plus accrued and unpaid interest, if any; 
  
 (10) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of
the Company or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof; 
  
 (11) payments made by the Company in connection with the
consummation of the Transactions; or 
  
 (12) so
long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $25.0 million since the date of this Indenture. 
  
 (c) The amount of all Restricted Payments (other than cash) will be the Fair
Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the 

  

 47 







 
Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are
required to be valued by this Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto will be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion
or appraisal issued by an accounting, appraisal, valuation or investment banking firm of national standing if the Fair Market Value exceeds $20.0 million 
  
 Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries. 
  
 (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or
permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 
  
 (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with
respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries; 
  
 (2) make loans or advances to the Company or any of its Restricted Subsidiaries; or 
  
 (3) sell, lease or transfer any of its properties or assets
to the Company or any of its Restricted Subsidiaries. 
  
 (b) The
restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: 
  
 (1) agreements governing Credit Facilities; 
  
 (2) agreements governing Existing Indebtedness and the Senior Subordinated Convertible Notes, in each case as in effect on the date of
this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings,
replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; 
  
 (3) this Indenture, the Notes and the Note Guarantees;

  
 (4) applicable law, rule, regulation or
order; 
  
 (5) agreements or instruments
governing Indebtedness incurred pursuant to Section 4.09 hereof so long as either (a) the encumbrances and restrictions contained therein do not impair the ability of any Restricted Subsidiary to pay dividends or make any other distributions or
payments directly or indirectly to the Company in an amount sufficient to permit the Company to pay the principal of, and interest and Special Interest, if any, on the notes, or (b) if the debt is incurred by the Company, the encumbrances and
restrictions contained therein are not materially more restrictive, taken as a whole, than those contained in the Notes and this Indenture; 
  
 (6) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; 
  

 48 







 (7) customary provisions in joint-venture agreements entered into in the ordinary course
of business; 
  
 (8) purchase money obligations
for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof; 
  
 (9) any agreement for the sale or other disposition of a
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; 
  
 (10) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted
Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 
  
 (11) Indebtedness that is secured by Liens that were permitted to be incurred under the provisions of
Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; 
  
 (12) provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback agreements, stock
sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; 
  
 (13) restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of business; and 
  
 (14) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as
in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred.

  
 Section 4.09 Incurrence of Indebtedness and Issuance of Preferred
Stock. 
  
 (a) The Company will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any
Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur
Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full
fiscal quarters for which financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least
2.5 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be,
at the beginning of such four-quarter period. 
  

 49 







 (b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following
items of Indebtedness (collectively, “Permitted Debt”): 
  
 (1) the incurrence by the Company and any Guarantor of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with
letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $150.0 million less the aggregate amount of all Net Proceeds of Asset
Sales applied by the Company or any of its Restricted Subsidiaries since the date of this Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a
corresponding commitment reduction thereunder pursuant to Section 4.10 hereof; 
  
 (2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; 
  
 (3) the incurrence by the Company and the Guarantors of
Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture (which, for the avoidance of doubt, excludes any Additional Notes) and the Exchange Notes and the related Note Guarantees to be issued
in exchange therefor in accordance with the Registration Rights Agreement; 
  
 (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the
purpose of financing all or any part of the purchase price or cost of design, construction, installation, improvement or lease of property (real or personal), plant or equipment used in the business of the Company or any of its Restricted
Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $5.0 million at
any time outstanding; 
  
 (5) the incurrence by
the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany
Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09 hereof or clauses (2), (3), (4), (5), (9), (10) or (16) of this Section 4.09(b); 
  
 (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between
or among the Company and any of its Restricted Subsidiaries; provided, however, that: 
  
 (a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness
must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and 
  
 (b) (x) any subsequent issuance or transfer of Equity
Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (y) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a
Restricted Subsidiary of the Company, 
  

 50 







 will be deemed, in each case, to constitute an incurrence of such Indebtedness by the
Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 
  
 (7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of
preferred stock; provided, however, that: 
  
 (a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and 
  
 (b) any sale or other transfer of any such preferred stock
to a Person that is not either the Company or a Restricted Subsidiary of the Company, 
  
 will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by
this clause (7); 
  
 (8) the incurrence by
the Company or any of its Restricted Subsidiaries of Hedging Obligations provided that such Hedging Obligations are entered into, in the reasonable judgment of the Company, to protect the Company and its Restricted Subsidiaries from
fluctuations in the applicable rates and not for purposes of speculation; 
  
 (9) the incurrence by the Company of the Senior Subordinated Convertible Notes in an aggregate principal amount not to exceed $150.0 million; 
  
 (10) the incurrence by a Restricted Subsidiary of the Company of Acquired Debt that was outstanding on the
date that such Restricted Subsidiary was acquired, directly or indirectly, by the Company; provided that (a) such Restricted Subsidiary incurred such Indebtedness prior to the date that the Company directly or indirectly acquired such
Restricted Subsidiary, (b) such Indebtedness was not incurred in connection with, or in contemplation of, such acquisition and (c) the Company’s Fixed Charge Coverage Ratio immediately following such acquisition and incurrence would be not less
than the Company’s Fixed Charge Coverage Ratio immediately prior to such acquisition and incurrence; 
  
 (11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the Company or any of
its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, “earn out,” stock-price guarantee or similar obligations, in each case, incurred in connection with the acquisition or disposition of any Permitted
Business, assets used or useful in a Permitted Business or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
Permitted Business, assets or Restricted Subsidiary for the purposes of financing such acquisition; provided that, with respect to any such disposition, the maximum aggregate liability in respect of all such Indebtedness will at no time
exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition; 
  
 (12) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that
was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu,
as applicable, to the same extent as the Indebtedness guaranteed; 
  

 51 







 (13) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business or as required from time to time by law or state licensing or regulatory
authorities; 
  
 (14) the incurrence by the
Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is
covered within five Business Days; 
  
 (15) the
incurrence by the Company or any Guarantor of unsecured Indebtedness evidenced by promissory notes that are subordinated in right of payment to the Notes issued to current, future or former directors, officers, employees or consultants of the
Company or any of its Restricted Subsidiaries (or their respective spouses) in lieu of cash payments for Equity Interests being repurchased from such Person; and 
  
 (16) the incurrence by the Company or any of the Guarantors of additional Indebtedness, the issuance by any
the Company of Disqualified Stock or the issuance by a Guarantor of Preferred Stock in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew,
refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (16), not to exceed $25.0 million. 
  
 The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in
right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided,
however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. 
  
 For purposes of determining compliance with this Section 4.09, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted
to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date
on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the
accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting
principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this
Section 4.09; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 4.09, the maximum amount of
Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. 
  

 52 







 The amount of any Indebtedness outstanding as of any date will be: 
  
 (1) the accreted value of the Indebtedness, in the case of
any Indebtedness issued with original issue discount; 
  
 (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and 
  
 (3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: 
  
 (A) the Fair Market Value of such assets at the date of
determination; and 
  
 (B) the amount of the
Indebtedness of the other Person. 
  
 Section 4.10 Asset Sales. 

 
 The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: 
  
 (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

  
 (2) at least 75% of the consideration
received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash: 
  
 (A) any liabilities, as shown on the Company’s most
recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; 
  
 (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are
converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion, within 90 days following the closing of such Asset Sale; 
  
 (C) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this Section
4.10; and 
  
 (D) any Designated Non-Cash
Consideration that is received by the Company or any such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (d) that is at
that time outstanding, no greater than the greater of (i) 3% of Total Assets at the time of the receipt of such Designated Non-Cash Consideration and (ii) $30.0 million (with the Fair Market Value of each item of Designated Non-Cash Consideration
being measured at the time received and without giving effect to subsequent changes in value). The Fair Market Value of any assets or securities that are required to be valued by this subclause (D) will be determined by the Board of Directors of the
Company, and such determination must be based upon an opinion or appraisal issued by an accounting, appraisal, valuation or investment banking firm of national standing if the Fair Market Value exceeds $20.0 million. 
  

 53 







 Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable
Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option: 
  
 (1) to repay secured Indebtedness or Indebtedness and other Obligations under a Credit Facility or Indebtedness of a Restricted Subsidiary
that is not a Guarantor and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; 
  
 (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to
any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; 
  
 (3) to make a capital expenditure; 
  
 (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business or
that replace the assets that were the subject of such Asset Sale; or 
  
 (5) to make any combination of the applications set forth in the immediately preceding clauses (1) through (4). 
  
 A binding contract to apply Net Proceeds in accordance with clauses (1) through (5) above will toll the 365-day period in respect of such Net Proceeds,
provided that such binding contract shall be treated as a permitted application of Net Proceeds from the date of such binding contract until and only until the earlier of (x) the date on which such acquisition or expenditure is consummated
and (y) the 180th day following the expiration of the aforementioned 365-day period. If such acquisition or
expenditure is not consummated on or before the 180th day and the Company (or the applicable Restricted Subsidiary,
as the case may be) shall not have applied such Net Proceeds pursuant to clauses (1) through (5) above on or before such 180th day, such binding contract shall be deemed not to have been a permitted application of the Net Proceeds. 
  
 Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in
any manner that is not prohibited by this Indenture. 
  
 Any Net
Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 and with respect to which an Asset Sale Offer has not been made will constitute “Excess Proceeds.” When the
aggregate amount of Excess Proceeds exceeds $10.0 million, within five days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and, at the option of the Company (unless otherwise required by the terms thereof), all holders of
other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof
to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and
unpaid interest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari
passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 
  

 54 







 The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section
4.10 by virtue of such compliance. 
  
 Section 4.11 Transactions with
Affiliates. 
  
 (a) The Company will not, and will not permit
any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each an “Affiliate Transaction”), unless: 
  
 (1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 
  
 (2) the Company delivers to the Trustee: 
  
 (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that
such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and 
  
 (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of
$20.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, valuation, appraisal or investment banking firm of national standing. 
  
 (b) The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of Section 4.11(a) hereof: 
  
 (1) any employment or other compensation arrangement or agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and payments pursuant thereto; 
  
 (2) transactions between or among the Company and/or its Restricted Subsidiaries; 
  
 (3) transactions with a Person (other than an Unrestricted
Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; 
  
 (4) payment of reasonable directors’ fees to Persons
who are not otherwise Affiliates of the Company and the payment of customary indemnification to directors and officers of FTI; 
  

 55 







 (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to
Affiliates of the Company; 
  
 (6) Restricted
Payments that do not violate Section 4.07 hereof and Permitted Investments (other than clause (15) of the definition thereof); 
  
 (7) the grant of stock options, restricted stock, stock appreciation rights, phantom stock awards or similar rights to directors,
officers, employees and consultants that are approved by the Board of Directors of the Company or any of its Restricted Subsidiaries in the ordinary course of business; 
  
 (8) the existence of, or the performance by the Company or any of its Restricted Subsidiaries under the
terms of, any agreement or instrument as in effect on the date of this Indenture or any amendment thereto (so long as any such agreement or instrument together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders
of the Notes in any material respect than the original agreement or instrument as in effect on the date of this Indenture) or any transaction contemplated thereby; 
  
 (9) contributions to the capital of Subsidiaries to the extent necessary to comply with laws or regulations
mandating solvency or minimum capitalization; and 
  
 (10) any contribution to the capital of the Company. 
  
 Section 4.12
Liens. 
  
 The Company will not, and will not permit any
of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all
payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such other obligations (in respect of Indebtedness or otherwise) are no longer secured by a Lien.

  
 Section 4.13 Business Activities. 
  
 The Company will not, and will not permit any of its Restricted Subsidiaries
to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 
  
 Section 4.14 Corporate Existence. 
  
 Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect: 
  
 (1) its corporate existence, and the corporate, partnership
or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and 
  
 (2) the rights (charter and statutory), licenses and
franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer 

  

 56 







 
desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes. 
  
 Section 4.15 Offer to Repurchase Upon
Change of Control. 
  
 (a) Upon the occurrence of a Change of
Control, the Company will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price
in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record
date to receive interest due on an interest payment date that is prior to the purchase date. Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute
the Change of Control and stating: 
  
 (1) that
the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment; 
  
 (2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the “Change of Control Payment Date”); 
  
 (3) that any Note not tendered will continue to accrue interest; 
  
 (4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the
Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 
  
 (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with
the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day
preceding the Change of Control Payment Date; 
  
 (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and 
  
 (7) that Holders whose Notes are being purchased only in
part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof. 
  
 Holders electing to have a Note purchased pursuant to a Change of Control
Offer will be required to surrender the note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the paying agent at the address specified in the notice of Change of Control Offer prior to
the close of business on the third business day prior to the Change of Control Payment Date or, with respect to Holders of Notes who own beneficial interests in Notes in global form, otherwise comply with the Applicable Procedures in connection with
the Change of Control Offer. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and 

  

 57 







 
regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in
Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue of such compliance. 
  
 (b) On the Change of Control Payment Date, the Company will, to the extent lawful: 
  
 (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control
Offer; 
  
 (2) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 
  
 (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordance with the terms of this Section 4.15. 
  
 The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 
  
 (c) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of
Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Change of
Control Offer may be made in advance of a Change of Control, conditional upon consummation of the Change of Control, if the Company has entered into a definitive agreement with respect to the Change of Control that is in effect at the time of making
the Change of Control Offer 
  
 Section 4.16 No Amendment to
Subordination Provisions. 
  
 Without the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will not amend, modify or alter the Senior Subordinated Convertible Note Indenture in any way to: 
  
 (1) increase the rate of or change the time for payment of
interest on any Senior Subordinated Convertible Notes; 
  
 (2) increase the principal of, advance the final maturity date of or shorten the Weighted Average Life to Maturity of any Senior Subordinated Convertible Notes; 
  
 (3) alter the redemption provisions or the price or terms at which the Company is required to offer to
purchase any Senior Subordinated Convertible Notes; or 
  

 58 







 (4) amend the subordination provisions of the Senior Subordinated Convertible Note
Indenture. 
  
 Section 4.17 Payments for Consent. 
  
 The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless
such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
  
 Section 4.18 Additional Note Guarantees. 
  
 (a) If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture that is not designated as an Unrestricted Subsidiary, then the Company will cause that newly acquired or created Domestic Subsidiary to execute a Note Guarantee pursuant to a supplemental
indenture in form and substance satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created to the effect that such supplemental indenture has been duly
authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions); provided that any Domestic
Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. 
  
 (b) The Note Guarantee of any Domestic Subsidiary that becomes a Guarantor will be released either with the consent of Holders of the Notes in accordance
with Section 9.02 hereof or without the consent of Holders of the Notes in accordance with Section 10.05 hereof. The form of notation of Note Guarantee and the related form of supplemental indenture are attached hereto as Exhibit E and Exhibit F,
respectively. 
  
 Section 4.19 Designation of Restricted and Unrestricted
Subsidiaries. 
  
 The Board of Directors of the Company may
designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments
under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. 
  
 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary
will be evidenced to the Trustee by a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted
by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be 

  

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incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section
4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, if applicable; and (2) no Default or Event of Default would be in existence following such designation. 
  
 ARTICLE 5 
 SUCCESSORS 
  
 Section 5.01
Merger, Consolidation, or Sale of Assets. 
  
 The Company
shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless: 
  
 (1) either: 
  
 (A) the Company is the surviving corporation; or 
  

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment,
transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided
that if the Person is a partnership or limited liability company, then a corporation wholly owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not
and will not have any material assets or operations becomes a co-issuer of the Notes pursuant to a supplemental indenture in form and substance satisfactory to the Trustee; 
  
 (2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the
Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably
satisfactory to the Trustee; 
  
 (3) immediately
after such transaction, no Default exists; 
  
 (4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction
after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, would either: 
  
 (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in Section 4.09(a) hereof; or 
  

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 (B) have a Fixed Charge Coverage Ratio not less than the Fixed Charge Coverage Ratio of
the Company immediately prior to such merger, sale, assignment, transfer, conveyance or other disposition, including any related financing transactions; and 
  
 (5) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable
four-quarter period, would comply with applicable regulatory requirements of the NASD, Inc., to the extent that the Company or such Person then has a subsidiary that is a registered broker-dealer. 
  
 In addition, the Company will not, directly or indirectly, lease all or
substantially all of the properties or assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 
  

This Section 5.01 will not apply to: 
  
 (1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

  
 (2) any consolidation or merger, or any sale,
assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries. 
  
 Section 5.02 Successor Corporation Substituted. 
  
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties
or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the
Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof. 
  
 ARTICLE 6 
 DEFAULTS AND REMEDIES

  
 Section 6.01 Events of Default. 
  
 Each of the following is an “Event of Default”: 

 
 (1) default for 30 days in the payment when due of
interest on, or Special Interest, if any, with respect to, the Notes; 
  

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 (2) default in the payment when due (at maturity, upon redemption or otherwise) of the
principal of, or premium, if any, on, the Notes; 
  
 (3) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.10, 4.15 or 5.01 hereof; 
  
 (4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture other than the events described in clauses (1), (2) and (3) above; 
  
 (5) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default: 
  
 (A) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness
on the date of such default (a “Payment Default”); or 
  
 (B) results in the acceleration of such Indebtedness prior to its express maturity, 
  
 and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has
been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; 
  
 (6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments (other than judgments covered by insurance
policies issued by reputable and creditworthy insurance companies) entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 

 
 (7) except as permitted by this Indenture, any Note
Guarantee of a Significant Subsidiary (or combination of Note Guarantees of any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) is held in any judicial proceeding to be unenforceable, invalid or for
any reason not to be in full force and effect, or any Significant Subsidiary (or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), or any Person acting on its or their behalf, denies or disaffirms its
or their obligations under its Note Guarantee or Note Guarantees; 
  
 (8) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to
or within the meaning of Bankruptcy Law: 
  
 (A)
commences a voluntary case, 
  
 (B) consents to
the entry of an order for relief against it in an involuntary case, 
  
 (C) consents to the appointment of a custodian of it or for all or substantially all of its property, 
  

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 (D) makes a general assignment for the benefit of its creditors, or 
  
 (E) generally is not paying its debts as they become due;
and 
  
 (9) a court of competent jurisdiction
enters an order or decree under any Bankruptcy Law that: 
  
 (A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary in an involuntary case; 
  
 (B)
appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or
substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

  
 (C) orders the liquidation of the Company or
any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 
  
 and the order or decree remains unstayed and in effect for 60 consecutive
days. 
  
 Section 6.02 Acceleration. 
  
 In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all
outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately. 
  
 Upon any such declaration, the Notes shall become due and payable immediately. 
  
 The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the
rescission would not conflict with any judgment or decree and if all existing Defaults (except nonpayment of principal, interest or premium or Special Interest, if any, that has become due solely because of the acceleration) have been cured or
waived. 
  
 Section 6.03 Other Remedies. 
  
 If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium and Special Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the
Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or 

  

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constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
  
 Section 6.04 Waiver of Past Defaults. 
  
 Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium and Special Interest, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes
may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  
 Section 6.05 Control by Majority. 
  
 Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 
  
 Section 6.06 Limitation on Suits. 
  
 A Holder may pursue a remedy with respect to this Indenture or the Notes only if: 
  
 (1) such Holder gives to the Trustee written notice that an Event of Default is continuing; 
  
 (2) Holders of at least 25% in aggregate principal amount of
the then outstanding Notes make a written request to the Trustee to pursue the remedy as Trustee; 
  
 (3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee
against any loss, liability or expense; 
  
 (4)
the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and 
  
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with such request. 
  
 A Holder of a Note
may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
  
 Section 6.07 Rights of Holders of Notes to Receive Payment. 
  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Special Interest, if
any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to 

  

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bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

  
 Section 6.08 Collection Suit by Trustee. 
  
 If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Special Interest, if any, and interest remaining unpaid on, the
Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel. 
  
 Section 6.09 Trustee May File Proofs
of Claim. 
  
 The Trustee is authorized to file such proofs
of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  
 Section 6.10 Priorities. 
  
 If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order: 
  
 First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of
collection; 
  
 Second: to Holders of
Notes for amounts due and unpaid on the Notes for principal, premium and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and
Special Interest, if any and interest, respectively; and 
  
 Third: to the Company, the Guarantors or such party as a court of competent jurisdiction shall direct. 
  

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 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this
Section 6.10. If a record date is fixed, the Trustee shall mail, by first class mail, to the Holders of the Notes of record a notice at least 30 days but not more than 60 days before the payment date. Such notice shall state: (1) that a payment is
being made pursuant to this Section 6.10, (2) the relevant Default and the circumstances giving rise to the collection of money pursuant to this Section 6.10, (3) the payment date and (4) the amount of such payment per $1,000 of Notes.
Notwithstanding the foregoing, if the payment pursuant to this Section 6.10 is in respect of principal on the Notes, then such principal payment will be conducted in accordance with the redemption provisions set forth in Sections 3.02, 3.03, 3.04
and 3.06 hereof as if such payment were a redemption by the Company. 
  
 Section
6.11 Undertaking for Costs. 
  
 In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made
by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

  
 ARTICLE 7 
 TRUSTEE 
  
 Section 7.01 Duties of Trustee. 
  
 (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person’s own affairs. 
  
 (b) Except during the continuance of an Event of Default: 
  
 (1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  
 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture. 
  
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
  
 (1) this paragraph does not limit the effect of paragraph
(b) of this Section 7.01; 
  

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 (2) the Trustee will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05 hereof. 
  
 (d) Whether or
not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 
  
 (e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The
Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or
expense. 
  
 (f) The Trustee will not be liable for interest on
any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 
  
 Section 7.02 Rights of Trustee. 
  
 (a) The Trustee may conclusively rely upon any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
  
 (c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any
agent appointed with due care. 
  
 (d) The Trustee will not be
liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
  
 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will
be sufficient if signed by an Officer of the Company. 
  
 (f) The
Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. 
  
 Section 7.03 Individual Rights of Trustee. 
  
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting interest it 

  

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must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or
resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  
 Section 7.04 Trustee’s Disclaimer. 
  
 The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication. 
  
 Section 7.05 Notice of
Defaults. 
  
 If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of,
premium or Special Interest, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of
the Notes. 
  
 Section 7.06 Reports by Trustee to Holders of the Notes.

  
 (a) Within 60 days after each May 15 beginning with the May
15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in
TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA
§ 313(c). 
  
 (b) A copy of each report at the time of its
mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed, if any such listing should occur, in accordance with TIA § 313(d). The
Company will promptly notify the Trustee when the Notes are listed on any stock exchange. 
  
 Section 7.07 Compensation and Indemnity. 
  
 (a) The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on
compensation of a trustee of an express trust. The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such
expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
  
 (b) The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any
claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in 

  

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connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their
obligations hereunder. The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel. Neither the
Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld. 
  
 (c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture. 

 
 (d) To secure the Company’s and the Guarantors’ payment
obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture. 
  
 (e) When the
Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law. 
  
 (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 
  
 Section 7.08 Replacement of Trustee. 
  
 (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 

 
 (b) The Trustee may, upon 30 days’ written notice to the Company,
resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and
the Company in writing. The Company may remove the Trustee if: 
  
 (1) the Trustee fails to comply with Section 7.10 hereof; 
  
 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; 
  
 (3) a custodian or public officer takes
charge of the Trustee or its property; or 
  
 (4)
the Trustee becomes incapable of acting. 
  
 (c) If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
  
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the
Holders of at least 10% in aggregate principal 

  

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amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
  
 (e) If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 (f) A successor Trustee will deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. 
  
 Section 7.09 Successor Trustee by Merger, etc. 
  
 If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee. 
  
 Section 7.10 Eligibility; Disqualification. 
  
 There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any
state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth
in its most recent published annual report of condition. 
  
 This
Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 
  
 Section 7.11 Preferential Collection of Claims Against Company. 
  
 The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated therein. 
  
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 
  
 The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an
Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 
  

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 Section 8.02 Legal Defeasance and Discharge. 
  
 Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and
each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date
the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and
(2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which will survive until otherwise terminated or discharged hereunder: 
  
 (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special
Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
  
 (2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 
  
 (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and 
  
 (4) this Article 8. 
  
 Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof. 
  
 Section 8.03 Covenant Defeasance.

  
 Upon the Company’s exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not
constitute an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(7) hereof will not constitute Events of Default. 
  

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 Section 8.04 Conditions to Legal or Covenant Defeasance. 
  
 In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof: 
  
 (1) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally
recognized investment bank, appraisal or valuation firm, or firm of independent public accountants, to pay the principal of, premium and Special Interest, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on
the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 
  
 (2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion
of Counsel confirming that: 
  
 (A) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling; or 
  
 (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, 
  
 in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had not occurred; 
  
 (3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that
the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Covenant Defeasance had not occurred; 
  
 (4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of
funds to be applied to such deposit and the granting of liens and entering into of customary documentation relating to such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument
to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 
  
 (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
  
 (6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not
made by the Company with the intent of preferring the Holders of Notes over the 

  

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other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 
  
 (7) the Company must deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 
  
 Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need
not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable or (b) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. 
  
 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 
  
 Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash
or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Notes. 
  
 Notwithstanding anything in this Article 8 to the
contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized
investment bank, appraisal or valuation firm, or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the
amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
  
 Section 8.06 Repayment to Company. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Special
Interest, if any, or interest on, any Note that has been defeased and remaining unclaimed for two years after such principal, premium or Special Interest, if any, or interest has become due and payable shall be paid to the Company on its request or
(if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or


  

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publication, any unclaimed balance of such money then remaining will be repaid to the Company. After payment to the Company, Holders entitled to such money
must look to the Company unless an applicable law designates another Person (for payment as a general creditor). 
  
 Section 8.07 Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof,
as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the
Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Special Interest, if any, or interest on, any Note following the reinstatement of its obligations, the Company will
be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 
  
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND
WAIVER 
  
 Section 9.01 Without Consent of Holders of Notes. 
  
 Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notes: 
  
 (1) to cure any ambiguity, defect or inconsistency; 
  
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 
  
 (3) to provide for the assumption of the Company’s or
any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; 
  
 (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or
that does not adversely affect the legal rights hereunder of any Holder; 
  
 (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 
  
 (6) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes”
section of the Company’s Offering Circular dated July 28, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of
this Indenture, the Notes or the Note Guarantees; 
  
 (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or 
  
 (8) to allow any Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee providing a Guarantee of the Notes.

  

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 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the
execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental
indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental
indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
  
 The consent of the Holders of the Notes will not be necessary to approve the particular form of any proposed amendment. It will be sufficient if such consent approves the substance of the proposed amendment.

  
 Section 9.02 With Consent of Holders of Notes. 
  
 Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject
to Sections 6.04 and 6.07 hereof, any existing Default (other than a Default in the payment of the principal of, premium or Special Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation,
Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered
to be “outstanding” for purposes of this Section 9.02. 
  
 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of
the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental indenture. 
  
 It is not be necessary for
the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
  
 After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or
affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Company and the Guarantors with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment, supplement or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
  
 (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
  

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 (2) reduce the principal of or change the fixed maturity of any Note or alter or waive
any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof); 
  
 (3) reduce the rate of or change the time for payment of interest, including default interest, on any Note; 
  
 (4) waive a Default in the payment of principal of, or
premium or Special Interest, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default
that resulted from such acceleration); 
  
 (5)
make any Note payable in money other than that stated in the Notes; 
  
 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Special Interest, if any,
on, the Notes; 
  
 (7) waive a redemption payment
with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof); 
  
 (8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of
this Indenture; or 
  
 (9) make any change in the
preceding amendment and waiver provisions. 
  
 Section 9.03 Compliance with
Trust Indenture Act. 
  
 Every amendment or supplement to
this Indenture or the Notes will be set forth in an amended or supplemental indenture that complies with the TIA as then in effect. 
  
 Section 9.04 Revocation and Effect of Consents. 
  
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder. 
  
 The Company may, but shall not
be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver which record date shall be at least 30 days prior to the first solicitation of such consent. If a record date is
fixed, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date.
No such consent shall be valid or effective for more than 90 days after such record date. The Company shall inform the Trustee in writing of the fixed record date, if applicable. 
  

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 Section 9.05 Notation on or Exchange of Notes. 
  
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.
The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
  
 Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment,
supplement or waiver. 
  
 Section 9.06 Trustee to Sign Amendments, etc.

  
 The Trustee will sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 
  
 ARTICLE 10 
 NOTE GUARANTEES 
  
 Section 10.01 Guarantee. 
  
 (a) Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the
obligations of the Company hereunder or thereunder, that: 
  
 (1) the principal of, premium and Special Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and 
  
 (2) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or
otherwise. 
  
 Failing payment when due of any amount so
guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

  
 (b) The Guarantors hereby agree that their obligations
hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a 

  

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guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of
the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the
Notes and this Indenture. 
  
 (c) If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. 
  
 (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the
event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The
Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. 
  
 Section 10.02 Limitation on Guarantor Liability. 
  
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties
that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 
  
 Section 10.03 Execution and Delivery of Note Guarantee. 
  
 To evidence its Note Guarantee set forth in Section 10.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture
will be executed on behalf of such Guarantor by one of its Officers. 
  
 Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
  
 If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless. 
  


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 The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due
delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. 
  
 In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.18 hereof, the Company will cause such
Domestic Subsidiary to comply with the provisions of Section 4.18 hereof and this Article 10, to the extent applicable. 
  
 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms. 
  
 Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless: 
  
 (1) immediately after giving effect to such transaction, no Default exists; and 
  
 (2) either: 
  
 (a) subject to Section 10.05 hereof, the Person acquiring
the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if not such Guarantor) unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the
Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or 
  
 (b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation, Section 4.10 hereof. 
  
 In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor
with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 
  
 Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes
will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another
Guarantor. 
  
 Section 10.05 Releases. 
  
 (a) In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to 

  

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such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and
relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10
hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee and this Indenture. 
  
 (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. 
  
 (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each
Guarantor will be released and relieved of any obligations under its Note Guarantee. 
  
 Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Special Interest, if any,
on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. 
  
 ARTICLE 11 
 SATISFACTION AND DISCHARGE 
  
 Section 11.01 Satisfaction and Discharge. 
  
 This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when: 
  
 (1)
either: 
  
 (a) all Notes that have been
authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for
cancellation; or 
  
 (b) all Notes that have not
been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration
of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

  

 80 







 (2) no Default has occurred and is continuing on the date of the deposit described in
clause (b) above (other than a Default resulting from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any
Guarantor is a party or by which the Company or any Guarantor is bound; 
  
 (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 
  
 (4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment
of the Notes at maturity or on the redemption date, as the case may be. 
  
 In
addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions
of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 
  
 Section 11.02 Application of Trust Money. 
  
 Subject to the provisions of Section 8.06 hereof, all money and Government Securities deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium and Special Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
  
 If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s
and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of,
premium or Special Interest, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government
Securities held by the Trustee or Paying Agent. 
  
 ARTICLE 12

 MISCELLANEOUS 
  
 Section 12.01 Trust Indenture Act Controls. 
  
 If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

  

 81 







 Section 12.02 Notices. 
  

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first
class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address: 
  
 If to the Company and/or any Guarantor: 
  
 FTI Consulting, Inc. 
 900 Bestgate Road 
 Suite 100 
 Annapolis, Maryland 21401 
 Facsimile No.: (410) 224-7868 
 Attn: General Counsel 
  
 With a copy to: 
  
 O’Melveny & Myers LLP 
 Times Square
Tower 
 7 Times Square 
 New
York, New York 10036 
 Facsimile No.: (212) 326-2061 
 Attn: David J. Johnson 
  
 If to
the Trustee: 
  
 Wilmington Trust Company 
 1100 North Market Street 
 Wilmington, DE
19890-1615 
 Phone No.: (302) 636-6056 
 Fax No.: (302) 636-4143 
 Attn: Corporate Capital Markets 
  
 The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for
subsequent notices or communications. 
  
 All notices and
communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
  
 Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt
requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required
by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 
  
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives
it. 
  

 82 







 If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each
Agent at the same time. 
  
 Section 12.03 Communication by Holders of Notes
with Other Holders of Notes. 
  
 Holders may communicate
pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
  
 Section 12.04 Certificate and Opinion as to Conditions Precedent. 
  
 Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee: 
  
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
  
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in
Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
  
 Section 12.05 Statements Required in Certificate or Opinion. 
  
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include: 
  
 (1) a statement that the Person making such certificate or opinion has read such covenant or condition; 
  
 (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or
her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 
  
 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. 
  
 Section 12.06 Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  
 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
  
 No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as
such, will have any liability for any obligations of the Company or the Guarantors 

  

 83 







 
under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of 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. The waiver may not be effective to waive liabilities under the federal securities laws.

  
 Section 12.08 Governing Law. 
  
 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES 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. 
  
 Section 12.09 No Adverse Interpretation of Other Agreements. 
  
 This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 Section 12.10 Successors. 
  
 All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 
  
 Section 12.11 Severability. 
  
 In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby. 
  
 Section 12.12
Counterpart Originals. 
  
 The parties may sign any number
of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. 
  
 Section 12.13 Table of Contents, Headings, etc. 
  
 The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 
  
 [Signatures on following page] 
  

 84 







 SIGNATURES 
  
 Dated as of August 2, 2005 
  

					
	FTI CONSULTING, INC.
			
	By:	 	 	 	/S/    THEODORE I.
PINCUS        
	 	 	 Name:
	 	Theodore I. Pincus
	 	 	 Title:
	 	Executive V.P., CFO & Treasurer


  

					
	FTI, LLC
			
	By:	 	 	 	/S/    THEODORE I.
PINCUS        
	 	 	 Name:
	 	Theodore I. Pincus
	 	 	 Title:
	 	CFO & Treasurer


  

					
	FTI REPOSITORY SERVICES, LLC
			
	By:	 	 	 	/S/    THEODORE I.
PINCUS        
	 	 	 Name:
	 	Theodore I. Pincus
	 	 	 Title:
	 	CFO & Treasurer


  

					
	LEXECON, LLC
			
	By:	 	 	 	/S/    THEODORE I.
PINCUS        
	 	 	 Name:
	 	Theodore I. Pincus
	 	 	 Title:
	 	CFO & Treasurer


  

					
	TECHNOLOGY & FINANCIAL CONSULTING, INC.
			
	By:	 	 	 	/S/    THEODORE I.
PINCUS        
	 	 	 Name:
	 	Theodore I. Pincus
	 	 	 Title:
	 	CFO & Treasurer











					
	TEKLICON, INC.
		
	By:	 	/S/    THEODORE I.
PINCUS        
	 	 	 Name:
	 	Theodore I. Pincus
	 	 	 Title:
	 	CFO & Treasurer
	
	FTI CAMBIO, LLC
		
	By:	 	/S/    THEODORE I.
PINCUS        
	 	 	 Name:
	 	Theodore I. Pincus
	 	 	 Title:
	 	CFO & Treasurer
	
	FTI IP, LLC
		
	By:	 	/S/    THEODORE I.
PINCUS        
	 	 	 Name:
	 	Theodore I. Pincus
	 	 	 Title:
	 	CFO & Treasurer
	
	WILMINGTON TRUST COMPANY
		
	By:	 	/S/    JAMES J.
MCGINLEY        
	 	 	 Name:
	 	James J. McGinley
	 	 	 Title:
	 	Authorized Signer










 EXHIBIT A 
  

[Face of Note] 
  
 CUSIP/CINS                      
  
 75/8% Senior Notes due 2013

  

			
	No.                    	  	$                    

  
 FTI CONSULTING, INC.

  
 promises to pay to
                                        
         or registered assigns,  
  
 the principal sum of
                                        
                                        
         DOLLARS on June 15, 2013. 
  
 Interest Payment Dates: June 15 and December 15 
  
 Record Dates: June 1
and December 1 
  
 Dated:
                                     ,
20     
  

					
	FTI CONSULTING, INC.
		
	By:	 	 
	 	 	 Name:
	 	 
	 	 	 Title:
	 	 


  

			
	This is one of the Notes referred to in the within-mentioned Indenture:
	
	WILMINGTON TRUST COMPANY, as Trustee
		
	By:	 	 
	 	 	Authorized Signatory

  

 A-1 







 [Back of Note] 
 7 5/8% Senior Notes due
2013 
  
 [Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture] 
  
 [Insert the Private Placement Legend, if
applicable pursuant to the provisions of the Indenture] 
  
 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 
  
 (1) INTEREST. FTI Consulting, Inc., a Maryland corporation (the “Company”), promises
to pay interest on the principal amount of this Note at 7.625% per annum from                     
                , 20     until maturity and shall pay the Special Interest, if any, payable pursuant to Section 2(c) of the
Registration Rights Agreement referred to below. The Company will pay interest and Special Interest, if any, semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further, that the first Interest Payment Date shall be                             ,
20    . The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  
 (2) METHOD OF PAYMENT. The Company will pay interest on
the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest
at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Special Interest, if any, may be made by check mailed to the Holders at
their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on, all Global Notes
and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts. 
  
 (3)
PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust Company, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
  

 A-2 







 (4) INDENTURE. The Company issued the Notes under an
Indenture dated as of August 2, 2005 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. The
Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder. 
  
 (5) OPTIONAL
REDEMPTION. 
  
 (a) Except as set forth in
subparagraphs (b) and (c) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to June 15, 2009. On or after June 15, 2009, the Company will have the option to redeem all or a part of the Notes upon not less than 30
nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed to the applicable redemption date, if
redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 
  

				
	 Year

	  	Percentage

	 
	 2009
	  	103.813	%
	 2010
	  	101.906	%
	 2011 and thereafter
	  	100.000	%

  
 Unless the Company
defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. 
  
 (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 15, 2008, the Company
may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture with the net cash proceeds of a sale of Equity Interests (other than Disqualified Stock) of the Company at a redemption price
equal to 107.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any to the redemption date; provided that at least 65% in aggregate principal amount of the Notes originally issued under the
Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 90 days of the date of the closing of such sale of Equity Interests.

  
 (c) At any time prior to June 15, 2009, the Company may also
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus
the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

  
 (6) MANDATORY
REDEMPTION. 
  
 The Company is not required to
make mandatory redemption or sinking fund payments with respect to the Notes. 
  

 A-3 







 (7) REPURCHASE AT THE
OPTION OF HOLDER. 
  
 (a) If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, thereon to the date of purchase, subject to
the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 10 days following any Change of Control, the Company will mail a notice to
each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 
  
 (b) If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in
the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any
Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special
Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other
pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes
that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect
Purchase” attached to the Notes. 
  
 (8)
NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger
than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. 
  
 (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note
or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding Interest Payment Date. 
  

 A-4 







 (10) PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
  
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to
certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any,
voting as a single class, and any existing Default or compliance with any provision of the Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding
Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency; to
provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees in case of a merger or
consolidation; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the TIA; to conform the text of the Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering
Circular dated July 28, 2005, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or
the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee providing a Guarantee of the
Notes. 
  
 (12) DEFAULTS
AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Special Interest, if any, with respect to the Notes; (ii) default in the payment when due of
the principal of, or premium, if any, on, the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (iii) failure by the Company or any of its Restricted
Subsidiaries to comply with Sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes including Additional Notes, if any, then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the
Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (viii) except as permitted by
the Indenture, any Note Guarantee of a Significant Subsidiary (or combination of Note Guarantees of any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) is held in any judicial proceeding to be
unenforceable, invalid or for any reason not to be in full force and effect, or any Significant Subsidiary (or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), or any Person acting on its or their
behalf denies or disaffirms its or their obligations under its Note Guarantee or Note Guarantees. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will 

  

 A-5 







 
become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default (except a Default relating to the payment of principal or interest or premium or Special Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of
interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of
any Default, to deliver to the Trustee a statement specifying such Default. 
  
 (13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
  
 (14) NO RECOURSE AGAINST OTHERS. A director, officer,
employee, incorporator or stockholder of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 
  
 (15) AUTHENTICATION.
This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
  
 (16) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 
  
 (17) ADDITIONAL RIGHTS
OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In
addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of August 2, 2005, among the
Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration
rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights
Agreement”). 
  
 (18) CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP
numbers in notices of redemption or exchange as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange, and reliance may be placed
only on the other identification numbers placed thereon. 
  

 A-6 







 (19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE
USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES 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. 
  
 The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 
  
 FTI Consulting, Inc. 
 900 Bestgate Road, Suite 100 
 Annapolis, Maryland 21401 
 Attention: Investor Relations 
  

 A-7 







 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  

			
	 (I) or (we) assign and transfer this Note to:
	 	 
	                            (Insert assignee’s legal name)
	
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	
	 
	
	 
	
	 
	(Print or type assignee’s name, address and zip code)


			
		
	 and irrevocably appoint
	 	 
	to transfer this Note on the books of the Company. The agent may substitute another to act for him.

  
 Date:
                                 
  

			
		
	 Your Signature:
	 	 
	(Sign exactly as your name appears on the face of this Note)


  
 Signature Guarantee*:                              
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-8 







 OPTION OF HOLDER TO ELECT
PURCHASE 
  
 If you want to elect to have this Note
purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 
  

					
	 ̈  Section 4.10	 	 ̈  Section 4.15	 	 

  
 If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 
  

$                        

  
 Date:
                         
  

			
		
	 Your Signature:
	 	 



			
	(Sign exactly as your name appears on the face of this Note)



			
		
	 Tax Identification No.:
	 	 


  
 Signature Guarantee*:
                                     
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-9 







 SCHEDULE OF EXCHANGES OF
INTERESTS IN THE GLOBAL NOTE * 
  
 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange

	 	 Amount of decrease in
Principal Amount of
this Global Note

	 	 Amount of increase in
Principal Amount
of this Global Note

	  	Principal Amount of
this Global Note
following such
decrease (or increase)

	  	Signature of authorized
officer of Trustee or
Custodian



  

	*	This schedule should be included only if the Note is issued in global form.  

  

 A-10 







 EXHIBIT B 
  
 FORM OF CERTIFICATE OF TRANSFER 
  
 FTI Consulting, Inc. 
 900 Bestgate Road, Suite 100 
 Annapolis, Maryland 21401 
  
 Wilmington Trust Company 
 1100 North Market Street 
 Wilmington, DE 19890-1615 

	Attn:	Corporate Capital Markets 

  

					
	 Re:    
	 	 7 5/8% Senior Notes due 2013
	  	 

  
 Reference is hereby
made to the Indenture, dated as of August 2, 2005 (the “Indenture”), among FTI Consulting, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust Company, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture. 
  
                             , (the “Transferor”) owns
and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                    
in such Note[s] or interests (the “Transfer”), to
                                     (the
“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 
  
 [CHECK ALL THAT APPLY] 
  
 1.  ̈ Check if Transferee will take delivery
of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note
and in the Indenture and the Securities Act. 
  
 2.  ̈ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to
Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of 

  

 B-1 







 
the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon
consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the
Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 
  
 3.  ̈ Check and complete if Transferee will
take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies that (check one): 
  
 (a)  ̈ such Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act; 
  
 or 
  
 (b)
 ̈ such Transfer is being effected to the Company or a subsidiary thereof; 
  
 or 
  
 (c)  ̈ such Transfer is being
effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
  
 or 
  
 (d)  ̈ such Transfer is being
effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported by a certificate executed by the Transferee in the form of Exhibit D to the Indenture. Upon consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture
and the Securities Act. 
  
 4.  ̈ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note. 
  
 (a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or 

  

 B-2 







 
Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes,
on Restricted Definitive Notes and in the Indenture. 
  
 (b)
 ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
  
 (c)  ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule
144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
  
 This certificate and the statements contained herein are made for your benefit and the benefit of the Company. 

 

			
	 
	 [Insert Name of Transferor]

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 Dated:
                                     
  

 B-3 







 ANNEX A TO CERTIFICATE OF TRANSFER 
  

	 	1.	The Transferor owns and proposes to transfer the following: 

  
 [CHECK ONE OF (a) OR (b)] 
  

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP
                ), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP
                ), or 

  

	 	(iii)	 ̈ IAI Global Note (CUSIP
                ); or 

  

	 	(b)	 ̈ a Restricted Definitive Note. 

  

	 	2.	After the Transfer the Transferee will hold: 

  
 [CHECK ONE] 
  

	 	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP
                ), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP
                ), or 

  

	 	(iii)	 ̈ IAI Global Note (CUSIP
                ); or 

  

	 	(iv)	 ̈ Unrestricted Global Note (CUSIP
                ); or 

  

	 	(b)	 ̈ a Restricted Definitive Note; or 

  

	 	(c)	 ̈ an Unrestricted Definitive Note, 

  
 in accordance with the terms of the Indenture. 

 

 B-4 







 EXHIBIT C 
  
 FORM OF CERTIFICATE OF EXCHANGE 
  
 FTI Consulting, Inc. 
 900 Bestgate Road, Suite 100 
 Annapolis, Maryland 21401 
  
 Wilmington Trust Company 
 1100 North Market Street 
 Wilmington, DE 19890-1615 

	Attn:	Corporate Capital Markets 

  

					
	 Re:    
	 	 7 5/8% Senior Notes due 2013
	  	 

  
 (CUSIP
                    ) 
  
 Reference is hereby made to the Indenture, dated as of August 2, 2005 (the “Indenture”), among FTI Consulting, Inc., as issuer (the
“Company”), the Guarantors party thereto and Wilmington Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 
  
             
                                , (the “Owner”) owns and proposes
to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                     in such Note[s] or
interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
  
 1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
Interests in an Unrestricted Global Note 
  
 (a)
 ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  
 (b)  ̈ Check if Exchange is from beneficial
interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States. 
  
 (c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global
Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is 

  

 C-1 







 
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
  
 (d)  ̈ Check if
Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States. 
  
 2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes 
  
 (a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for
a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the
Securities Act. 
  
 (b)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted
Definitive Note for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Note,  ̈ Regulation S Global Note,  ̈ IAI Global Note with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
  

 C-2 







 This certificate and the statements contained herein are made for your benefit and the benefit of the
Company. 
  

			
	 
	 [Insert Name of Transferor]

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 Dated:                              
  

 C-3 







 EXHIBIT D 
  
 FORM OF CERTIFICATE FROM 
 ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR 
  
 FTI Consulting, Inc. 
 900 Bestgate Road, Suite 100 
 Annapolis, Maryland 21401 
  
 Wilmington Trust Company 
 1100 North Market Street 
 Wilmington, DE 19890-1615 

	Attn:	Corporate Capital Markets 

  

					
	 Re:    
	 	 7 5/8% Senior Notes due 2013
	  	 

  
 Reference is hereby
made to the Indenture, dated as of August 2, 2005 (the “Indenture”), among FTI Consulting, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust Company, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Indenture. 
  
 In connection with our proposed purchase of $                     aggregate principal amount of: 

 
 (a)  ̈ a beneficial interest in a Global Note, or 
  
 (b)  ̈ a Definitive Note, 
  
 we confirm that: 
  
 1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such
restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 
  
 2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may
not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so
only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined
below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing
the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

  
 3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect. 
  

 D-1 







 4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting
are each able to bear the economic risk of our or its investment. 
  
 5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment
discretion. 
  
 You and the Company are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	 
	 [Insert Name of Accredited Investor]

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  
 Dated:                              
  

 D-2 







 EXHIBIT E 
  
 FORM OF NOTATION OF GUARANTEE 
  
 For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed,
to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of August 2, 2005 (the “Indenture”) among FTI Consulting, Inc., (the “Company”), the Guarantors party thereto and
Wilmington Trust Company, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance
with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of
the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. 
  
 Capitalized terms used but not defined herein have the meanings given to them in the Indenture. 
  

			
	 [NAME OF GUARANTOR(S)]

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

 E-1 







 EXHIBIT F 
  
 FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED
BY SUBSEQUENT GUARANTORS 
  
 SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of                         ,
20    , among                                  
(the “Guaranteeing Subsidiary”), a 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”). 
  
 WITNESSETH 
  
 WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 2, 2005
providing for the issuance of 75/8% Senior Notes due 2013 (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 (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, 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 but not limited to Article 10 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 any 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 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 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 Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
  

 F-1 







 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 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. 
  

 F-2 







 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. 
  
 Dated:
                        , 20     
  

			
	 [GUARANTEEING SUBSIDIARY]

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:

	
	 FTI CONSULTING, INC.

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:

	
	 [EXISTING GUARANTORS]

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:

	
	 WILMINGTON TRUST COMPANY,
 as Trustee

		
	 By:
	 	 
	 	 	 Authorized Signatory



  

 F-3