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...Credit Agreement • November 8th, 2005 • 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
SECURITY AGREEMENT By BEARINGPOINT, INC. and BEARINGPOINT, LLC, as Borrowers and THE GUARANTORS PARTY HERETO and UBS AG, STAMFORD BRANCH, as Administrative AgentSecurity Agreement • November 8th, 2005 • 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”).
ContractBearingpoint Inc • November 8th, 2005 • 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.
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 • November 8th, 2005 • 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”).
