BEARINGPOINT, INC. 5.95% Series A Senior Notes due 2005 6.43% Series B Senior Notes due 2006 6.71% Series C Senior Notes due 2007 NOTE PURCHASE AGREEMENT Dated as of November 26, 2002Note Purchase Agreement • November 27th, 2002 • Bearingpoint Inc • Services-management consulting services • New York
FORM OF SERIES C NOTE] BEARINGPOINT, INC.Series C Senior Note • November 27th, 2002 • Bearingpoint Inc • Services-management consulting services
FOR VALUE RECEIVED, the undersigned, BEARINGPOINT, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on November 26, 2007, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.71% per annum from the date hereof, payable semiannually, on the 26th day of May and November in each year, commencing with the May 26 or November 26 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at
FORM OF SERIES B NOTE] BEARINGPOINT, INC.Series B Senior Note • November 27th, 2002 • Bearingpoint Inc • Services-management consulting services
FOR VALUE RECEIVED, the undersigned, BEARINGPOINT, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on November 26, 2006, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.43% per annum from the date hereof, payable semiannually, on the 26th day of May and November in each year, commencing with the May 26 or November 26 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at
FORM OF SERIES A NOTE] BEARINGPOINT, INC.Series a Senior Note • November 27th, 2002 • Bearingpoint Inc • Services-management consulting services
FOR VALUE RECEIVED, the undersigned, BEARINGPOINT, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS (or so much thereof as shall not have been prepaid) on November 26, 2005, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.95% per annum from the date hereof, payable semiannually, on the 26th day of May and November in each year, commencing with the May 26 or November 26 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 27th, 2002 • Bearingpoint Inc • Services-management consulting services • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Second Amendment”) dated as of November 14, 2002, by and among BEARINGPOINT, INC. (formerly known as KPMG Consulting, Inc.), a Delaware corporation (the “Borrower”), the Guarantors, the Banks, and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent.
