Exhibit 10.3
MASTER RELEASE [FOREIGN STOCK PLEDGES]
November 22, 2002
Bearing Point, Inc. (f/k/a KPMG Consulting, Inc.)
Bearing Point Tower
0000 Xxxxxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to (i) that certain Credit Agreement, dated as of May 24,
2000, as amended and restated as of May 21, 2001, and as further amended,
restated, modified, and otherwise supplemented through, but not including May
24, 2002, by and among KPMG Consulting, Inc. ("Borrower"), the Guarantors party
thereto ("Guarantors"), the Banks party thereto ("Banks") and PNC BANK, NATIONAL
ASSOCIATION, administrative agent ("Agent") (the "Prior Credit Agreement"); (ii)
that certain Pledge Agreement dated as of November 13, 2000, by and between KPMG
Consulting Americas, Inc., the Agent, and KPMG Consulting S.A.; (iii) that
certain Pledge Agreement dated as of November 7, 2000, by and between the
Borrower and the Agent; and (iv) that certain Pledge Agreement dated as of
November 13, 2000, by and between the Borrower and the Agent. Capitalized terms
used but not defined herein have the meanings given them in the Prior Credit
Agreement (collectively, items (ii) through (iv) above, the "Prior Security
Documents").
The Prior Credit Agreement and Prior Security Documents having been
terminated on May 24, 2002, the Agent, on behalf of the Banks party to the Prior
Credit Agreement, hereby acknowledges the release of its Liens on the specific
assets listed on Annex A hereto, and delivers to you the original documents
listed on Annex B hereto and the termination statements relative to the UCC-1
financing statements listed on Annex C hereto.
Yours Truly,
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent for the Banks party to the
Prior Credit Agreement
By: _________________________________
Name: __________________________
Title: __________________________
ANNEX A
The Agent, on behalf of the Banks party to the Prior Credit Agreement,
hereby acknowledges and agrees that all of its right, title and interest in and
to following has been released and terminated:
1. 65% of shares (650 shares) issued and outstanding in KPMG Consulting S.A.,
a company organized under the laws of Brazil.
2. 65% of shares (657,800 shares) owned in KPMG Ireland 2000, Ltd., a company
organized under the laws of the Islands of Bermuda.
3. 65% of shares (651 shares) owned in KPMG Consulting New Zealand Limited, a
company organized under the laws of New Zealand.
ANNEX B
Brazil.
1. Original Certificates (2) issued by Registry of Title and Deeds requiring the
filing of the Pledge including the Certified Copy of entry of the Pledge in
books of KPMG Consulting S.A.
2. Original Recorded Pledge Agreements (2)
Ireland.
1. Consent to Pledge given by Bermuda Monetary Authority
2. Original stock certificate
3. Original stock power executed in blank
4. Original proxy executed in favor of PNC, as Agent
5. Original undertaking executed in favor of PNC, as Agent
New Zealand.
1. Original stock certificate
2. Original stock power executed in blank
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ANNEX C
Brazil. Financing Statements filed against KPMG Consulting Americas,
Inc. in the following offices:
(1) Virginia--Fairfax County Circuit Court
(2) New Jersey--Department of Treasury Commercial Recording
(3) Virginia--State Corporation Commission
Ireland. Financing Statements filed against KPMG Consulting, Inc. in
the following offices:
(1) Virginia--Fairfax County Circuit Court
(2) New Jersey--Department of Treasury Commercial Recording
(3) Virginia--State Corporation Commission
New Zealand. Financing Statements filed against KPMG Consulting, Inc.
in the following offices:
(1) Virginia--Fairfax County Circuit Court
(2) New Jersey--Department of Treasury Commercial Recording
(3) Virginia--State Corporation Commission
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