EX-99.1 2 dex991.htm COMMITMENT AGREEMENT Commitment Agreement

Exhibit 99.1

COMMITMENT AGREEMENT

THIS COMMITMENT AGREEMENT (this “Agreement”) dated as of August 15, 2008 to the Credit Agreement referenced below is among FTI Consulting, Inc., a Maryland corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (the “Guarantors”), the Lenders identified on the signature pages hereto (the “Increasing Lenders”) and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

WITNESSETH

WHEREAS, a revolving credit facility has been extended to the Borrower pursuant to the Amended and Restated Credit Agreement (as amended, modified and supplemented from time to time, the “Credit Agreement”) dated as of September 29, 2006 among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent;

WHEREAS, pursuant to Section 2.14 of the Credit Agreement, the Borrower has the right to increase the Aggregate Revolving Commitments by up to $25 million with additional Revolving Commitments from existing Lenders and other institutions that qualify as Eligible Assignees; and

WHEREAS, each Increasing Lender has agreed to provide an additional Revolving Commitment in the amounts and on the conditions set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

2. Additional Revolving Commitments. Each Increasing Lender hereby agrees to provide the additional Revolving Commitment set forth on Schedule 1 hereto under the column “Additional Revolving Commitment”. Each of the Borrower, the Guarantors and the applicable Increasing Lender agrees that, after giving effect to the additional Revolving Commitment provided by such Increasing Lender pursuant to this Agreement, the total Revolving Commitment of such Increasing Lender shall be as set forth on Schedule 1 hereto under the column “Total Revolving Commitment”.

3. Conditions Precedent. This Agreement shall be effective as of the date hereof upon satisfaction of each of the following conditions precedent:

(a) receipt by the Administrative Agent of this Agreement executed by the Borrower, the Guarantors and the Increasing Lenders;

(b) receipt by the Administrative Agent of a certificate from an executive officer of each Loan Party (x) attaching resolutions of the board of directors or board of managers, as applicable, of each Loan Party approving the increase in the Aggregate Revolving Commitments by up to $25 million pursuant to Section 2.14 of the Credit Agreement and (y) certifying that such resolutions have not been rescinded or modified, remain in full force and effect and are the only proceedings of the board of directors or board of managers, as applicable, of such Loan Party now in force relating to or affecting the matters referenced therein; and


(c) payment by the Borrower to the Administrative Agent of all fees owing in connection with the additional Revolving Commitments provided pursuant to this Agreement.

4. Reaffirmation of Representations and Warranties; No Default. Each Loan Party represents and warrants that (a) the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof (except those that expressly relate to an earlier period) and (b) no Default or Event of Default exists.

5. Reaffirmation of Obligations. Each Loan Party (i) acknowledges and consents to this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement does not reduce or discharge its obligations under the Loan Documents.

6. Reaffirmation of Security Interests. Each Loan Party (i) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (ii) agrees that this Agreement shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents.

7. Counterparts; Delivery. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Agreement by facsimile or other electronic imaging means shall be effective as an original.

8. Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.

[Signature Pages Follow]


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

 

BORROWER:   FTI CONSULTING, INC., a Maryland corporation  
  By:  

/S/ ERIC B. MILLER

 
  Name:   Eric B. Miller  
  Title:   Executive Vice President and General Counsel  
GUARANTORS:   FTI, LLC, a Maryland limited liability company
  FTI TECHNOLOGY LLC, a Maryland limited liability company
  COMPASS LEXECON LLC, a Maryland limited liability company
  FTI CAMBIO LLC, a Maryland limited liability company
  FTI INTERNATIONAL LLC, a Maryland limited liability company
  FTI GENERAL PARTNER, LLC, a Maryland limited liability company
  FTI CONSULTING LLC, a Maryland limited liability company
  FTI HOSTING LLC, a Maryland limited liability company
  ASHTON PARTNERS, LLC, an Illinois limited liability company
  FTI US LLC, a Maryland limited liability company
  FTI RMCG ACQUISITION LLC, a Maryland limited liability company
  FTI SMC ACQUISITION LLC, a Maryland limited liability company
  By:  

/S/ ERIC B. MILLER

 
  Name:   Eric B. Miller  
  Title:   Manager and Senior Vice President of each of the foregoing
  FTI INVESTIGATIONS, LLC, a Maryland limited liability company
  By:  

/S/ ERIC B. MILLER

 
  Name:   Eric B. Miller  
  Title:   Manager, Vice President, Treasurer and Secretary  
  COMPETITION POLICY ASSOCIATES, INC., a District of Columbia corporation
  STRATCOM HISPANIC, INC., a Florida corporation
  FD MWA HOLDINGS, INC., a Delaware corporation
  FD US COMMUNICATIONS, INC., a New York corporation
  DITTUS COMMUNICATIONS INC., a District of Columbia corporation
  RMCG CONSULTING, INC., a Florida corporation
  By:  

/S/ ERIC B. MILLER

 
  Name:   Eric B. Miller  
  Title:   Director and Senior Vice President of each of the foregoing

[SIGNATURE PAGES CONTINUE]

 

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INCREASING LENDERS:   BANK OF AMERICA, N.A.  
  By:  

/S/ AMY HANSEN

 
  Name:   Amy Hansen  
  Title:   Vice President  
  SUNTRUST BANK  
  By:  

/S/ J. MATTHEW ROWAND

 
  Name:   J. Matthew Rowand  
  Title:   Vice President  
  PNC BANK, NATIONAL ASSOCIATION  
  By:  

/S/ D. JERMAINE JOHNSON

 
  Name:   D. Jermaine Johnson  
  Title:   Vice President  
  DEUTSCHE BANK AG NEW YORK BRANCH  
  By:  

/S/ ERIN MORRISSEY

 
  Name:   Erin Morrissey  
  Title:   Vice President  
  DEUTSCHE BANK AG NEW YORK BRANCH  
  By:  

/S/ OMAYRA LAUCELLA

 
  Name:   Omayra Laucella  
  Title   Vice President  
ADMINISTRATIVE AGENT:   BANK OF AMERICA, N.A., as Administrative Agent  
  By:  

/S/ ROBERTO O. SALAZAR

 
  Name:   Roberto O. Salazar  
  Title:   Assistant Vice President