Form of] TERM NOTE
Exhibit 10.8
[Form of]
TERM NOTE
TERM NOTE
$____________
|
New York, New York [Date] |
FOR VALUE RECEIVED, the undersigned, BearingPoint, Inc., a Delaware corporation (“Parent”),
BearingPoint, LLC, a Delaware limited liability company (“BE LLC” and, together with Parent, the
“Borrowers”), hereby promise to pay to the order
[ ] (the “Lender”)
on the Maturity Date (as defined in the Credit Agreement referred to below) in lawful money of the
United States and in immediately available funds, the principal
amount of _________ DOLLARS
($_________), or, if less, the aggregate unpaid principal amount of all Term Loans of the Lender
outstanding under the Credit Agreement referred to below, which sum shall be due and payable in
such amounts and on such dates as are set forth in the Credit Agreement. Borrowers further agree
to pay interest in like money at such office specified in Section 2.14 of the Credit Agreement on
the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the
dates, specified in Section 2.06 of such Credit Agreement.
The holder of this Note may endorse and attach a schedule to reflect the date, Type and amount
of each Term Loan of the Lender outstanding under the Credit Agreement, the date and amount of each
payment or prepayment of principal hereof, and the date of each interest rate conversion or
continuation pursuant to Section 2.08 of the Credit Agreement and the principal amount subject
thereto; provided that the failure of the Lender to make any such recordation (or any error in such
recordation) shall not affect the obligations of Borrowers hereunder or under the Credit Agreement.
This Note is one of the Notes referred to in the Credit Agreement dated as of May [ ], 2007
(as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among BearingPoint, Inc., a Delaware corporation (“Parent”), BearingPoint, LLC
a Delaware limited liability company (“BE LLC” and, together with Parent, the “Borrowers”), the
Guarantors, the Lenders, UBS SECURITIES LLC, as lead arranger, documentation agent and syndication
agent, XXXXX FARGO FOOTHILL, LLC and UBS AG, STAMFORD BRANCH, each as an issuing bank, and UBS AG,
STAMFORD BRANCH, as administrative agent for the Lenders and collateral agent for the Secured
Parties and Issuing Banks 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.
This Note is secured and guaranteed as provided in the Credit Agreement and the Security
Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a
description of the properties and assets in which a security interest has been granted, the nature
and extent of the security and guarantees, the terms and conditions upon which the security
interest and each guarantee was granted and the rights of the holder of this Note in respect
thereof.
Upon the occurrence of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided therein.
All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.
[Signature Page Follows]
M-2
| BEARINGPOINT, INC., as Borrower |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| BEARINGPOINT, LLC, as Borrower |
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| By: | ||||
| Name: | ||||
| Title | ||||
M-3
