EXCEPT
(A) TO BEARINGPOINT, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A 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
B-1-1
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.
B-1-2
BEARINGPOINT, INC.
2.50% Series A Convertible Senior Debentures Due 2024
REGISTERED
CUSIP:
ISSUE DATE:
Principal Amount: [
]
No.
BEARINGPOINT, Inc., a Delaware corporation, promises to pay to
or
registered assigns, the principal amount of
, on December
15, 2024.
Interest Rate: 2.50% 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.
B-1-3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated:
BEARINGPOINT, INC.
By:
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:
B-1-4
[FORM OF REVERSE OF CERTIFICATED
SERIES A DEBENTURE IS IDENTICAL TO EXHIBIT A-1]
B-1-5
EXHIBIT B-2
[FORM OF FACE OF SERIES B DEBENTURES IN CERTIFICATED FORM]
THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY 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