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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/31/06 Bearingpoint Inc 10-K 12/31/04 59:10M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.75M 4: EX-10.21 Material Contract HTML 73K 5: EX-10.24 Material Contract HTML 22K 6: EX-10.25 Material Contract HTML 29K 7: EX-10.26 Material Contract HTML 19K 8: EX-10.28 Material Contract HTML 21K 9: EX-10.29 Material Contract HTML 161K 10: EX-10.30 Material Contract HTML 155K 11: EX-10.44 Material Contract HTML 635K 12: EX-10.45 Material Contract HTML 75K 13: EX-10.46 Material Contract HTML 44K 14: EX-10.47 Material Contract HTML 120K 15: EX-10.48 Material Contract HTML 185K 16: EX-10.49 Material Contract HTML 49K 17: EX-10.50 Exhbiit 10.50 HTML 84K 18: EX-10.51 Material Contract HTML 41K 19: EX-10.52 Material Contract HTML 58K 20: EX-10.53 Material Contract HTML 39K 21: EX-10.54 Material Contract HTML 1.24M 22: EX-10.55 Material Contract HTML 67K 23: EX-10.56 Material Contract HTML 355K 24: EX-10.57 Material Contract HTML 22K 25: EX-10.58 Material Contract HTML 22K 26: EX-10.64 Material Contract HTML 66K 27: EX-10.66 Material Contract HTML 77K 28: EX-10.67 Material Contract HTML 76K 29: EX-10.68 Material Contract HTML 177K 30: EX-10.69 Material Contract HTML 640K 31: EX-10.70 Material Contract HTML 113K 32: EX-10.71 Material Contract HTML 76K 33: EX-10.72 Material Contract HTML 79K 34: EX-10.73 Material Contract HTML 535K 35: EX-10.74 Material Contract HTML 116K 36: EX-10.75 Material Contract HTML 164K 37: EX-10.76 Material Contract HTML 187K 38: EX-10.77 Material Contract HTML 97K 39: EX-10.78 Material Contract HTML 151K 2: EX-10.8 Material Contract HTML 28K 40: EX-10.81 Material Contract HTML 50K 41: EX-10.82 Material Contract HTML 94K 42: EX-10.83 Material Contract HTML 31K 43: EX-10.84 Material Contract HTML 26K 44: EX-10.85 Material Contract HTML 21K 45: EX-10.86 Material Contract HTML 66K 46: EX-10.87 Material Contract HTML 76K 47: EX-10.88 Material Contract HTML 54K 48: EX-10.89 Material Contract HTML 67K 3: EX-10.9 Material Contract HTML 82K 49: EX-10.90 Material Contract HTML 68K 50: EX-10.91 Material Contract HTML 49K 51: EX-10.92 Material Contract HTML 64K 52: EX-10.93 Material Contract HTML 68K 53: EX-10.94 Material Contract HTML 15K 54: EX-10.95 Material Contract HTML 19K 55: EX-10.96 Material Contract HTML 15K 56: EX-21.1 Subsidiaries of the Registrant HTML 33K 57: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 23K 58: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 18K 59: EX-99.1 Miscellaneous Exhibit HTML 229K
| Exhibit 10.71 |
Exhibit 10.71
[FORM OF FACE OF CONVERTIBLE SENIOR SUBORDINATED DEBENTURES IN GLOBAL FORM]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) SUBJECT TO THE ISSUER’S AND THE
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TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
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BEARINGPOINT, INC.
5.00% Convertible Senior Subordinated Debentures Due 2025
REGISTERED
CUSIP:
| ISSUE DATE: |
Principal Amount: |
No.
BEARINGPOINT, INC., a Delaware corporation, promises to pay to ., or registered assigns, the principal amount of , on April 15, 2025.
Interest Rate: 5.00% per year.
Interest Payment Dates: April 15 and October 15 of each year, commencing October 15, 2005.
Interest Record Date: March 31 and September 30 of each year.
Reference is hereby made to the further provisions of this Security set forth on the reverse side of this Security, which further provisions shall for all purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
| Dated: | BEARINGPOINT, INC. | |||
| By: |
| |||
| Name: | ||||
| Title: | ||||
| CERTIFICATE OF AUTHENTICATION | ||
| This is one of the Securities designated therein and referred to in the within-mentioned Indenture. | ||
| THE BANK OF NEW YORK, | ||
| as Trustee | ||
| By: |
| |
| Authorized Signatory | ||
Dated:
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[FORM OF REVERSE OF CONVERTIBLE SENIOR SUBORDINATED DEBENTURES IN GLOBAL FORM]
5.00% Convertible Senior Subordinated Debentures Due 2025
This Security is one of a duly authorized issue of 5.00% Convertible Senior Subordinated Debentures Due 2025 (the “Securities”) of BearingPoint, Inc., a Delaware corporation (including any successor corporation under the Indenture hereinafter referred to, the “Company”), issued under an Indenture, dated as of April 27, 2005 (the “Indenture”), between the Company and The Bank of New York, as trustee (the “Trustee”). The terms of the Security include those stated in the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (“TIA”), and those set forth in this Security. This Security is subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
1. Interest.
The Debentures shall bear interest on the principal amount thereof at a rate of 5.00% per year. The Company shall pay Additional Interest as set forth in Section 5.07 of the Indenture and the Registration Rights Agreement.
Interest will be payable semi-annually on each Interest Payment Date to Holders at the close of business on the preceding Interest Record Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30 day months.
If any Interest Payment Date, Stated Maturity date, Redemption Date, Repurchase Date or Designated Event Repurchase Date of a Security falls on a day that is not a Business Day, the required payment of Interest, if any, and principal will be made on the next succeeding Business Day and no Interest on such payment will accrue for the period from and after the Interest Payment Date, the Stated Maturity date, Redemption Date, Repurchase Date or Designated Event Repurchase Date to such next succeeding Business Day.
If the principal amount of any Security, or any accrued and unpaid Interest or Additional Interest, if any, are not paid when due (whether upon acceleration pursuant to Section 7.02 of the Indenture, upon the date set for payment of the Redemption Price, upon the date set for payment of the Repurchase Price or Designated Event Repurchase Price, upon the Stated Maturity of the Securities, upon the Interest Payment Dates or upon the Additional Interest Payment Dates as defined in the Registration Rights Agreement), then in each such case the overdue amount shall, to the extent permitted by law, bear cash interest at a rate per annum that is 1% higher than the interest rate set forth on the face of this Security, compounded semiannually, which interest shall accrue
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from the date such overdue amount was originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable in cash on demand but if not so demanded shall be paid quarterly to the Holders on the last day of each quarter.
2. Method of Payment.
Except as provided below, the Company shall pay Interest on (i) Global Securities, to DTC in immediately available funds, (ii) any Certificated Security having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holder of such Security and (iii) any Certificated Security having an aggregate principal amount of more than $5,000,000, by wire transfer in immediately available funds or by mail at the election of the Holder of any such Security.
At Stated Maturity, the Company will pay Interest and principal on Certificated Securities at the Company’s office or agency in The City of New York and will pay principal on Global Securities to DTC in immediately available funds.
Subject to the terms and conditions of the Indenture, the Company will make payments in cash in respect of Redemption Prices, Repurchase Prices, Designated Event Repurchase Prices and at Stated Maturity to Holders who surrender Securities to a Paying Agent to collect such payments in respect of the Securities. The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable in such money.
3. Indenture.
The Securities are subordinated unsecured obligations of the Company. The Indenture does not limit other indebtedness of the Company, secured or unsecured.
4. Redemption at the Option of the Company.
No sinking fund is provided for the Securities. The Debentures are redeemable for cash at the option of the Company, in whole or in part, at any time or from time to time on or after April 15, 2009 upon not less than 30 nor more than 60 days’ notice by mail for a redemption price equal to 100% of the principal amount of the Debentures redeemed plus accrued and unpaid Interest and Additional Interest, if any, on those Securities to (but excluding) the Redemption Date (the “Redemption Price”).
In no event will any Debenture be redeemable before April 15, 2009.
5. Purchase By the Company at the Option of the Holder.
Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Debentures held by such Holder on April 15, 2009, April 15, 2013, April 15, 2015 and April 15, 2020, in integral multiples of $1,000 at a Repurchase Price equal to the principal
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amount of those Securities plus accrued and unpaid Interest, and Additional Interest, if any, on those Securities up to (but excluding) the Repurchase Date. To exercise such right, a Holder shall deliver to the Paying Agent a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Repurchase Date until the close of business on such Repurchase Date, and shall deliver the Securities to the Paying Agent as set forth in the Indenture.
At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase the Securities held by such Holder after the occurrence of a Designated Event for a Designated Event Repurchase Price equal to the principal amount of those Securities plus accrued and unpaid Interest and Additional Interest, if any, on those Securities up to (but excluding) the Designated Event Repurchase Date.
Holders have the right to withdraw any Repurchase Notice or Designated Event Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.
If cash sufficient to pay the Repurchase Price or Designated Event Repurchase Price, as the case may be, of all Securities or portions thereof to be purchased as of the Repurchase Date or the Designated Event Repurchase Date, as the case may be, is deposited with the Paying Agent, on the Business Day immediately following the Repurchase Date or the Designated Event Repurchase Date, Interest and Additional Interest, if any, will cease to accrue on such Securities (or portions thereof) on and following such Repurchase Date or Designated Event Repurchase Date, and the Holder thereof shall have no other rights as such other than the right to receive the Repurchase Price or Designated Event Repurchase Price upon surrender of such Security.
6. Reserved.
7. Conversion.
Subject to and in compliance with the provisions of the Indenture, a Holder is entitled, at such Holder’s option, to convert the Holder’s Security (or any portion of the principal amount thereof that is $1,000 or an integral multiple $1,000), into fully paid and nonassessable shares of Common Stock at the Conversion Rate in effect at the time of conversion; provided, however, the Company may satisfy its obligation with respect to any demand for conversion by delivering Common Stock, cash or a combination of cash and Common Stock as set forth in the Indenture.
A Security in respect of which a Holder has delivered a Purchase Notice or Designated Event Repurchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Repurchase Notice or Designated Event Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture.
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The initial Conversion Rate for the Debentures is 151.5151 shares of Common Stock per $1,000 principal amount, subject to adjustment in certain events described in the Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid Interest or accrued and unpaid Additional Interest. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. A Holder shall receive, however, accrued and unpaid Additional Interest, if any.
In certain circumstances as set forth in the Indenture, a Holder shall receive Additional Shares as set forth in Section 11.01 of the Indenture.
8. Paying Agent, Conversion Agent and Registrar.
Initially, the Trustee will act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion Agent or Registrar without notice, other than notice to the Trustee; provided that the Company will maintain at least one Paying Agent in the City of New York, which shall initially be an office or agency of the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar.
9. Denominations; Transfer; Exchange.
The Securities are in fully registered form, without coupons, in denominations of $1,000 of principal amount and integral multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities in respect of which a Purchase Notice or Designated Event Repurchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased) or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed.
10. Persons Deemed Owners.
The registered Holder of this Security may be treated as the owner of this Security for all purposes.
11. Unclaimed Money or Securities.
As set forth in the Indenture and subject to applicable abandoned property laws, the Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for two years, subject to applicable unclaimed
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property law. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.
12. Amendment; Waiver.
Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Securities and (ii) certain Events of Defaults may be waived with the written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. Subject to terms set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may make certain amendments to the Indenture or the Securities.
13. Defaults and Remedies.
If any Event of Default with respect to Securities shall occur and be continuing, the principal amount of the Securities and any accrued and unpaid Interest and accrued and unpaid Additional Interest, if any, on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.
14. Trustee Dealings with the Company.
Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
15. Calculations in Respect of Securities.
The Company or its agents will be responsible for making all calculations called for under the Securities including, but not limited to, determination of Last Reported Sale Prices of the Common Stock, the number of shares of Common Stock and/or the amount of cash deliverable upon conversion of the Securities and the amount of any Additional Interest. The Company or its agents will make their calculations in good faith and, absent manifest error, our and their calculations will be final and binding on Holders of the Securities. The Company or its agents will be required to deliver to the Trustee a schedule of its calculations and the Trustee will be entitled to conclusively rely upon the accuracy of such calculations without independent verification.
16. No Recourse Against Others.
A director, officer, employee or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.
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17. Authentication.
This Security shall not be valid until an authorize signatory of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Security.
18. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder 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 Gift to Minors Act).
19. GOVERNING LAW.
THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY.
20. Copy of Indenture.
The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:
BEARINGPOINT, INC.
1676 International Drive
Facsimile: (703) 847-8075
21. Registration Rights.
The Holders of the Securities are entitled to the benefits of a Registration Rights Agreement, dated as of April 27, 2005, between the Company and Morgan Stanley & Co. Incorporated, UBS Securities LLC and Needham & Company, LLC., as placement agents, including the receipt of Additional Interest upon a Registration Default (as defined in such agreement). The Company shall make payments of Additional Interest on the Additional Interest Payment Dates (as defined in the Registration Rights Agreement), but otherwise in accordance with the provisions set forth herein for the payment of Interest.
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| ASSIGNMENT FORM |
CONVERSION NOTICE | |
| To assign this Security, fill in the form below: | To convert this Security into Common Stock of the Company, check the box [ ] | |
| I or we assign and transfer this Security to | To convert only part of this Security, state the principal amount to be converted (which must be $1,000 or an integral multiple of $1,000): | |
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| (Insert assignee’s soc. sec. or tax ID no.) |
If you want the stock certificate made out in another person’s name fill in the form below: | |
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(Print or type assignee’s name, address and zip code)
and irrevocably appoint
______________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. |
(Insert the other person’s soc. sec. tax ID no.)
(Print or type other person’s name, address and zip code) | |
| Date: |
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Your Signature: |
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| (Sign exactly as your name appears on the other side of this Security) |
| Signature Guaranteed
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| Participant in a Recognized Signature | ||
| Guarantee Medallion Program | ||
| By: |
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| Authorized Signatory | ||
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SIGNATURE GUARANTEE
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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SCHEDULE OF INCREASES AND DECREASES
OF GLOBAL SECURITY
Initial Principal Amount of Global Security: Two Hundred Million Dollars ($200,000,000)
| Date |
Amount of Increase in Principal Amount of Global Security |
Amount of Decrease in Principal Amount of Global Security |
Principal Amount of Global Security After Increase or Decrease |
Notation by Registrar or Security Custodian | ||||
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PURCHASE NOTICE
| TO: | BEARINGPOINT, INC. |
THE BANK OF NEW YORK
The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from BearingPoint, Inc. (the “Company”) regarding the right of Holders to elect to require the Company to purchase the Securities and requests and instructs the Company to purchase the entire principal amount of this Security, or portion thereof (which is $1,000 principal amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture at the price of 100% of the principal amount or proportional portion thereof, together with accrued interest (including Additional Interest, if any) to, but excluding, the Repurchase Date, to the registered Holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Securities shall be purchased by the Company as of the applicable Repurchase Date pursuant to the terms and conditions specified in the Indenture. This election is made pursuant to Section 3.07 of the Indenture, Repurchase of Securities by the Company at the Option of the Holder at April 15, 2009, 2013, 2015 and 2020.
Dated:
Signature(s):
NOTICE: The above signatures of the Holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.
Security Certificate Number (if applicable):
Principal amount to be purchased (if less than all):
Social Security or Other Taxpayer Identification Number:
SIGNATURE GUARANTEE
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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OPTION OF HOLDER TO ELECT PURCHASE ON DESIGNATED EVENT
| TO: | BEARINGPOINT, INC. | |
| THE BANK OF NEW YORK |
The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from BearingPoint, Inc. (the “Company”) regarding the right of Holders to elect to require the Company to purchase the Securities upon a Designated Event and requests and instructs the Company pursuant to Section 3.08 of the Indenture to purchase the entire principal amount of this Security, or portion thereof (which is $1,000 principal amount or an integral multiple thereof) designated below, in accordance with the terms of the Indenture at the price of 100% of the principal amount or proportional portion thereof, together with accrued Interest (including Additional Interest, if any) to, but excluding, the Designated Event Repurchase Date, to the registered Holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Securities shall be repurchased by the Company as of the Designated Event Purchase Date pursuant to the terms and conditions specified in the Indenture.
Dated:
Signature(s):
NOTICE: The above signatures of the Holder(s) hereof must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement or any change whatever.
Security Certificate Number (if applicable):
Principal amount to be purchased (if less than all):
Social Security or Other Taxpayer Identification Number:
SIGNATURE GUARANTEE
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/15/25 | ||||
| 4/15/20 | ||||
| 4/15/15 | ||||
| 4/15/13 | ||||
| 4/15/09 | ||||
| Filed on: | 1/31/06 | |||
| 10/15/05 | ||||
| 4/27/05 | 8-K | |||
| For Period End: | 12/31/04 | NT 10-K | ||
| List all Filings | ||||