ACQUISITION HEREOF, THE HOLDER:
(1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT OF 1933;
(2)
AGREES THAT IT WILL NOT, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF THE
2.75% SERIES B CONVERTIBLE SUBORDINATED DEBENTURES AND THE LAST DATE ON WHICH
THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY), OFFER, RESELL, ASSIGN, PLEDGE, ENCUMBER,
TRANSFER OR OTHERWISE DISPOSE OF THE SECURITY EVIDENCED HEREBY OR THE SHARES OF
COMMON STOCK, IF ANY, ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO
BEARINGPOINT, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A
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QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT OF 1933, (C) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, INCLUDING RULE 144 UNDER THE
SECURITIES ACT OF 1933 (IF AVAILABLE) SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, OR (D) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND
WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND
(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED
HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO RULE 144 OR CLAUSE 2(D)
ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
The foregoing legend may be removed from this Security upon the earlier of the
Resale Restriction Termination Date or the transfer of the Securities pursuant
to Rule 144 or clause 2(D) above.
A2-2
BEARINGPOINT, INC.
2.75% Series B Convertible Subordinated Debentures Due 2024
REGISTERED
CUSIP:
ISSUE DATE:
No.
Principal Amount: $
BEARINGPOINT, INC., a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal amount of Dollars, on December 15, 2024.
Interest Rate: 2.75% per year.
Interest Payment Dates: June 15 and December 15 of each year, commencing June
15, 2005.
Interest Record Date: May 31 and November 30 of each year.
Reference is hereby made to the further provisions of this Security set forth on
the reverse side of this Security, which further provisions shall for all
purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated:
BEARINGPOINT, INC.
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein and referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
Authorized Signatory
Dated:
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[FORM OF REVERSE OF SERIES B DEBENTURES IN GLOBAL FORM]
2.75% Series B Convertible Subordinated Debentures Due 2024
This Security is one of a duly