FIRST SUPPLEMENTAL INDENTURE
Exhibit 99.2
Execution Copy
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 2, 2006,
between BearingPoint, Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New
York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
RECITALS
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated
as of April 27, 2005 (the “Indenture”), providing for the issuance of an aggregate principal amount
of $200,000,000 of 5.00% Convertible Senior Subordinated Debentures Due 2025 (the “Notes”);
WHEREAS, Section 10.02 of the Indenture provides, among other things, that the Company may
amend the Indenture and the Notes and any noncomplicance by the Company may be waived with the
written consent of the Holders of not less than a majority in aggregate principal amount of then
outstanding Notes (the “Majority Holders”);
WHEREAS, the Company intends to amend certain provisions in the Indenture (the “Proposed
Amendments”);
WHEREAS, the Majority Holders have consented to the Proposed Amendments;
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized
and all conditions and requirements necessary to make this Supplemental Indenture a valid and
binding agreement of the Company have been duly performed and complied with; and
WHEREAS, pursuant to Section 10.06 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture and the Company hereby requests the Trustee join with it in
such execution and delivery.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
AMENDMENTS TO INDENTURE
Section 1.01. Amendments. The Indenture and any corresponding provisions in the Notes are
modified as provided herein:
(a) Section 1.01 (Definitions) shall be amended by inserting the following definitions in
alphabetical order:
“Additional Consent Fee” means the payment defined as such with respect to the Securities in
the Solicitation Documents.
“Covenant Reversion Date” means the earliest of 5:30 p.m., New York City time, on (i) the
Business Day following the Company’s failure to pay the Initial Consent Fee for the Securities in
accordance with the Solicitation Documents, (ii) the Business Day following the Company’s failure
to pay the Additional Consent Fee, if due, for the Securities in accordance with the Solicitation
Documents and (iii) October 31, 2008.
“First Supplemental Indenture” means the Supplemental Indenture, dated as of November 2, 2006,
by and between the Company and the Trustee, which supplements this Indenture.
“Initial Consent Fee” means the payment defined as such with respect to the Securities in the
Solicitation Documents.
“Solicitation Documents” means the Consent Solicitation Statement dated as of October 18, 2006
and the related Consent Form.
(b) Section 7.01 (Events of Defaults) shall be amended by inserting the following additional
sentence at the end thereof:
“Notwithstanding any of the foregoing, (i) the failure of the Company
to comply with Section 5.02 of this Indenture or §314 of the TIA before
5:30 p.m., New York City time, on the Covenant Reversion Date shall not
constitute a default under clause (g) above and (ii) any event of default
or other similar condition or event (however described) that results in
the acceleration of maturity of any series of debt securities of the
Company outstanding on the date of the First Supplemental Indenture which
event of default or other similar condition or event resulted from the
failure to comply with Section 5.02 of the Indenture (or substantially
similar covenants under this or any other document) or §314 of the TIA
before 5:30 p.m., New York City time, on the Covenant Reversion Date shall
not constitute default under clause (h) above; provided, however, that any
foregoing failure to comply with Section 5.02 of this Indenture or
§314 of the TIA and any such event of default or other similar condition
or event shall constitute a default as of the Covenant Reversion Date if,
as of 5:30 p.m., New York City time, on the Covenant Reversion Date, the
Company shall not then have complied in all material respects with the
provisions of Section 5.02.”
ARTICLE II
Conditions; Effectiveness
Conditions; Effectiveness
Section 2.01. Conditions and Effectiveness. This Supplemental Indenture shall become effective
upon execution and delivery by the Company and the Trustee.
ARTICLE III
Miscellaneous
Miscellaneous
Section 3.01. Indenture Ratified. Except as otherwise provided herein, the Indenture is in
all respects ratified and confirmed, and all of the terms, provisions and conditions thereof shall
be and remain in full force and effect.
Section 3.02. Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.
Section 3.03. Trustee Not Responsible. 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 are made solely by the Company.
Section 3.04. Governing Law. This Supplemental Indenture will be governed by, and construed
in accordance with, the laws of the State of New York.
Section 3.05. Successors. All agreements in this Supplemental Indenture of the Company or the
Trustee shall bind their respective successors and assigns.
Section 3.06. Severability. In case any provisions in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Supplemental
Indenture on behalf of the respective parties hereto as of the date first above written.
| BEARINGPOINT, INC. |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | CFO/CAO | |||
| THE BANK OF NEW YORK, as Trustee |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
