CREDIT AGREEMENT Dated as of December 17, 2004 among BEARINGPOINT, INC. as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent and L/C Issuer, and The Other...Credit Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 17, 2004, among BEARINGPOINT, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and JPMORGAN CHASE BANK, N.A., as Syndication Agent and L/C Issuer.
400,000,000 AGGREGATE PRINCIPAL AMOUNT BEARINGPOINT, INC. $225,000,000 2.50% SERIES A CONVERTIBLE SUBORDINATED DEBENTURES DUE DECEMBER 15, 2024 $175,000,000 2.75% SERIES B CONVERTIBLE SUBORDINATED DEBENTURES DUE DECEMBER 15, 2024 Resale Registration...Resale Registration Rights Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of December 22, 2004, between BearingPoint, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”) and Banc of America Securities LLC and J.P. Morgan Securities, Inc., as representatives of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).
200,000,000 AGGREGATE PRINCIPAL AMOUNT BEARINGPOINT, INC. DUE APRIL 15, 2025 Registration Rights Agreement Dated April 27, 2005Registration Rights Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April 27, 2005, between BearingPoint, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”) and Morgan Stanley & Co. Incorporated, UBS Securities LLC and Needham & Company, LLC as placement agents (the “Placement Agents”) under the Placement Agency Agreement (as defined below).
SECURITY AGREEMENT By BEARINGPOINT, INC. and BEARINGPOINT, LLC, as Borrowers and THE GUARANTORS PARTY HERETO and UBS AG, STAMFORD BRANCH, as Administrative AgentControl Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
SECURITY AGREEMENT dated as of July 19, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by BearingPoint, Inc. and BearingPoint, LLC (the “Borrowers”) and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Guarantors”) ANY ADDITIONAL BORROWERS OR GUARANTORS FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Pledgors,”), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors and the Additional Pledgors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administrative Agent”).
BEARINGPOINT, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • Virginia
BearingPoint, Inc. (collectively with its subsidiaries and affiliates, the “Company”) has granted to the individual (the “Award Recipient”) named in the Award Notice of Restricted Stock Unit Grant (the “RSU Award Notice”) to which this Restricted Stock Unit Agreement (the “Agreement”) is attached, an award consisting of restricted stock units, subject to the terms and conditions set forth in the RSU Award Notice and this Agreement. The award has been granted pursuant to the BearingPoint, Inc. 2000 Long-Term Incentive Plan (the “Plan”). By signing the RSU Award Notice, the Award Recipient: (a) acknowledges receipt of and represents that the Award Recipient has read and is familiar with the RSU Award Notice, this Agreement and the Plan, (b) accepts the award subject to all of the terms and conditions of the RSU Award Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee (the “Committee”
SECURITY AGREEMENTSecurity Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
ContractBearingpoint Inc • January 31st, 2006 • Services-management consulting services • New York
THIS DEBENTURE AND THE SHARES OF COMMON STOCK INTO WHICH THIS DEBENTURE IS CONVERTIBLE 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 UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
BEARINGPOINT, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • Virginia
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated March 21, 2005 (the “Grant Date”), evidences an award of restricted stock units made by BearingPoint, Inc., a Delaware corporation (the “Company”), to Harry L. You (the “Executive”), each of which represents the right to receive on settlement cash or one (1) share of common stock, $0.01 par value of the Company (the “Common Stock”).
SPECIAL TERMINATION AGREEMENTSpecial Termination Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • Delaware
THIS SPECIAL TERMINATION AGREEMENT (the “Agreement”) is made as of the 21st day of March, between BearingPoint, Inc., a Delaware corporation (the “Company”), and Harry L. You (the “Executive”) (collectively referred to as the “parties”).
SPECIAL TERMINATION AGREEMENTSpecial Termination Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • Delaware
THIS SPECIAL TERMINATION AGREEMENT (the “Agreement”) is made as of the day of , between BearingPoint, Inc., a Delaware corporation (the “Company”), and (the “Executive”) (collectively referred to as the “parties”).
MANAGING DIRECTOR AGREEMENTManaging Director Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • Virginia
This Agreement (“Agreement”) is between BearingPoint, Inc., (“BearingPoint”) and Harry L. You (“You” and all similar references) as of March 21, 2005 (the “Effective Date”):
40,000,000 AGGREGATE PRINCIPAL AMOUNT BEARINGPOINT, INC. 0.50% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE JULY 2010 AND COMMON STOCK PURCHASE WARRANTS Securities Purchase Agreement dated July 15, 2005Securities Purchase Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
BearingPoint, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule A attached hereto (the “Purchasers”) (a) $40,000,000 principal amount of its 0.50% Convertible Senior Subordinated Debentures due July 2010 in the form of Exhibit A attached hereto (the “Debentures”), and (b) common stock purchase warrants in the form of Exhibit B attached hereto (the “Warrants” and, together with the Debentures, the “Securities”).
400,000,000 AGGREGATE PRINCIPAL AMOUNT BEARINGPOINT, INC. 2.50% SERIES A CONVERTIBLE SUBORDINATED DEBENTURES DUE DECEMBER 15, 2024 2.75% SERIES B CONVERTIBLE SUBORDINATED DEBENTURES DUE DECEMBER 15, 2024 Purchase Agreement dated December 16, 2004Purchase Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment Agreement”) is made and entered into as of March 24, 2005, by and among BEARINGPOINT, INC., a Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as defined in the Credit Agreement), EACH LENDER SIGNATORY HERETO, and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.
Joseph Corbett Chief Financial Officer BearingPoint, Inc. Independent Contractor Letter AgreementBearingpoint Inc • January 31st, 2006 • Services-management consulting services
Effective May 25, 2005, you agree to be available as an independent contractor, on an as needed basis, to assist BearingPoint, Inc. in the transition of your role as Chief Financial Officer. In this role you will perform duties related to the financial affairs of BearingPoint, Inc., until either party terminates this agreement. You commit to working, as needed, and at the direction of the Chairman of the Audit Committee, subject to the termination provision below. You agree to provide reasonable assistance and cooperation to BearingPoint, Inc. in the preparation for, responding to, and giving of testimony associated with, legal proceedings brought by or against third parties by BearingPoint, Inc., including, but not limited to, claims, investigations, inquiries, disputes and other such proceedings.
SECURITIES PLEDGE AGREEMENTPledge Joinder Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
THIS SECURITIES PLEDGE AGREEMENT (this “Pledge Agreement”) is made and entered into as of this 23rd day of December, 2004 by BEARINGPOINT, INC., a Delaware corporation (the “Borrower” and a “Pledgor”), EACH OF THE UNDERSIGNED DOMESTIC SUBSIDIARIES OF THE BORROWER AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A PLEDGE JOINDER AGREEMENT (each a “Pledgor” and, collectively with the Borrower, the “Pledgors”) and BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for each of the Lenders now or hereafter party to the Credit Agreement defined below, collectively with the Administrative Agent and certain other Persons parties to Related Credit Arrangements as more particularly described in Section 17 hereof, the “Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement. For purposes of this Pledge Ag
CREDIT AGREEMENT dated as of July 19, 2005, among BEARINGPOINT, INC. and BEARINGPOINT, LLC, as Borrowers, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent and Collateral...Control Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of July 19, 2005, among BEARINGPOINT, INC., a Delaware corporation (“BearingPoint”), and BEARINGPOINT, LLC, a Delaware limited liability company (“BE LLC”, and together with BearingPoint, each a “Borrower” and collectively, “Borrowers”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES, LLC, as lead arranger (in such capacity, “Lead Arranger”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), and as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, as syndication agent (in such capacity, “Syndication Agent”), and as collateral agent (in such capacity, “Collateral Agent”), and WELLS FARGO FOOTHILL, LLC, as documentation agent (in such capacit
GUARANTY AGREEMENTGuaranty Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
THIS GUARANTY AGREEMENT (this “Guaranty Agreement”), dated as of December 23, 2004, is made by EACH OF THE UNDERSIGNED DOMESTIC SUBSIDIARIES OF THE BORROWER AND EACH OTHER PERSON WHO SHALL BECOME A PARTY HERETO BY EXECUTION OF A GUARANTY JOINDER AGREEMENT (each a “Guarantor” and collectively the “Guarantors”) to BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, as administrative agent (in such capacity, the “Administrative Agent”) for each of the lenders (the “Lenders” now or hereafter party to the Credit Agreement defined below (collectively with the Administrative Agent, and certain other Persons parties to Related Credit Arrangements as more particularly described in Section 19 hereof, the “Secured Parties”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
BEARINGPOINT, INC. STOCK OPTION AGREEMENTStock Option Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • Virginia
BearingPoint, Inc., a Delaware corporation (the “Company”), hereby grants to Harry L. You (the “Optionee”), pursuant to the award notice attached hereto (the “Award Notice”) as of the date set forth in the Award Notice (the “Option Date”), a non-statutory Common Stock option to purchase from the Company the number of shares of its common stock, $0.01 par value (“Common Stock”), set forth in the Award Notice (the “Option”), at the price per share set forth in the Award Notice, upon and subject to the terms and conditions set forth below and in the Award Notice.
AMENDMENT NO. 1 TO SECURITY AGREEMENTSecurity Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services
THIS AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “Amendment Agreement”) is made and entered into as of April 26, 2005 by and among BEARINGPOINT, INC., a Delaware corporation (the “Borrower”), EACH OF THE UNDERSIGNED DOMESTIC SUBSIDIARIES OF THE BORROWER (each a “Guarantor” and a “Grantor”, and collectively with the Borrower, the “Grantors”), and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO GUARANTY AGREEMENTGuaranty Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services
THIS AMENDMENT NO. 1 TO GUARANTY AGREEMENT (this “Amendment Agreement”) is made and entered into as of April 26, 2005 by EACH OF THE UNDERSIGNED DOMESTIC SUBSIDIARIES OF THE BORROWER (each a “Guarantor” and collectively the “Guarantors”), and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
This First Amendment to Credit Agreement, dated as of December 21, 2005 (this “Amendment”), is executed and delivered by BEARINGPOINT, INC., a Delaware corporation (“BearingPoint”), BEARINGPOINT, LLC, a Delaware limited liability company (“BE LLC” and, together with BearingPoint, “Borrowers” and each individually, a “Borrower”), the Guarantors party hereto, the Lenders (as such term is defined below) and UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”).
ContractExercise Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE PURCHASE AGREEMENT (AS DEFINED BELOW), A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.
Form of] REVOLVING NOTEBearingpoint Inc • January 31st, 2006 • Services-management consulting services
This Note is one of the Notes referred to in the Credit Agreement dated as of July 19, 2005, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among BearingPoint, Inc. and BearingPoint, LLC (“Borrowers”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, UBS Securities LLC, as lead arranger, UBS AG, Stamford Branch, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, UBS Loan Finance LLC as Swingline Lender and General Electric Capital Corporation, as collateral agent (“Collateral Agent”), is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise require
MANAGING DIRECTOR AGREEMENTDirector Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • Virginia
AMENDED AND RESTATED LETTER OF CREDIT CASH COLLATERAL AGREEMENTCollateral Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services
THIS AMENDED AND RESTATED LETTER OF CREDIT CASH COLLATERAL AGREEMENT (this “Agreement”) is made and entered into as of July 19, 2005 by and among BEARINGPOINT, INC., a Delaware corporation (the “Borrower”), the Administrative Agent (defined below), and each of BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“BOA”), JPMORGAN CHASE BANK, N.A., a national banking association organized and existing under the laws of the United States (“JPMCB” and, together with BOA the “Issuing Banks” and individually an “Issuing Bank”), and BOA as Depositary (the “Depositary”) of the LC Account (defined below). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement, defined below, notwithstanding the occurrence of the Facility Termination Date.
40,000,000 AGGREGATE PRINCIPAL AMOUNT BEARINGPOINT, INC.Registration Rights Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 15, 2005, between BearingPoint, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”), and each of the other entities whose names are set forth on the signature page hereto (the “Investors”).
LETTER OF CREDIT CASH COLLATERAL AGREEMENTLetter of Credit Cash Collateral Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
THIS LETTER OF CREDIT CASH COLLATERAL AGREEMENT (the “Agreement”) is made and entered into as of April 26, 2005 by and among BEARINGPOINT, INC., a Delaware corporation (the “Borrower”), the Administrative Agent (defined below), and each of BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“BOA”), JPMORGAN CHASE BANK, N.A., a national banking association organized and existing under the laws of the United States (“JPMCB” and, together with BOA the “Issuing Banks” and individually an “Issuing Bank”), and BOA as Depositary (the “Depositary”) of the LC Account (defined below). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Credit Agreement, defined below, notwithstanding the occurrence of the Facility Termination Date.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment Agreement”) is made and entered into as of March 17, 2005, by and among BEARINGPOINT, INC., a Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as defined in the Credit Agreement), EACH LENDER SIGNATORY HERETO, and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer.
SEVERANCE AND CONSULTING AGREEMENT AND RELEASE OF CLAIMSSeverance and Consulting Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • Virginia
This Agreement (this “Agreement”) is made and entered into as of November 10, 2004, by and among BearingPoint, Inc. a Delaware corporation (the “Company”), and Randolph C. Blazer, a resident of the State of Maryland (“Executive”).
Securities Purchase AgreementSecurities Purchase Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services • New York
Form of] SWINGLINE NOTEBearingpoint Inc • January 31st, 2006 • Services-management consulting services
This Note is one of the Notes referred to in the Credit Agreement dated as of July 19, 2005, (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among BearingPoint, Inc. and BearingPoint, LLC (“Borrowers”), the Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, UBS Securities LLC, as lead arranger, UBS AG, Stamford Branch, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, UBS Loan Finance LLC as Swingline Lender and General Electric Capital Corporation, as collateral agent (“Collateral Agent”) is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires
AMENDMENT NO. 1 TO MANAGING DIRECTOR AGREEMENTManaging Director Agreement • January 31st, 2006 • Bearingpoint Inc • Services-management consulting services
This Amendment No. 1 to Managing Director Agreement (the “Amendment”) is made as of January , 2005 by and between BearingPoint, Inc., a Delaware corporation (“BearingPoint”), and (“Employee” or “you”).
