Exhibit 10.2
MASTER RELEASE [INTERCOMPANY NOTES]
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 Security Agreement-Promissory Notes dated as of September 30, 2000,
by and among the Borrower and certain Subsidiaries of the Borrower in favor of
the Agent, and (iii) that certain Security Agreement-Promissory Notes dated as
of November 10, 2000, by and between the Borrower and certain Subsidiaries of
the Borrower in favor of the Agent. (collectively, items (ii) and (iii) 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.
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. Note dated 6-27-00 by KPMG Consulting New Zealand, Ltd. in favor of
KPMG Consulting, LLC
2. Note dated 3-16-00 by KPMG Consulting Company Limited in favor of KPMG
Consulting, LLC
3. Note dated 12-28-99 by KPMG Consulting Mexico S. de X.X. de C.V. in
favor of KPMG Consulting Americas, Inc.
4. Demand Note dated 3-30-00 by KPMG Consulting, LP in favor of KPMG
Consulting, LLC
5. Term Note dated 6-15-00 by KPMG Santong Consulting, Inc. in favor of
KPMG Consulting, LLC
6. Term Note dated 6-23-00 by KPMG Santong Consulting, Inc. in favor of
KPMG Consulting, LLC
7. Term Note dated 7-21-00 by KPMG Consulting, Inc. in favor of KPMG
Consulting, LLC
8. Revolving Demand Note dated 9-26-00 by KPMG Ireland 2000 Ltd. in favor
of KPMG Consulting, Inc.
ANNEX B
1. Note dated 6-27-00 by KPMG Consulting New Zealand, Ltd. in favor of KPMG
Consulting, LLC
2. Note dated 3-16-00 by KPMG Consulting Company Limited in favor of KPMG
Consulting, LLC
3. Note dated 12-28-99 by KPMG Consulting Mexico S. de X.X. de C.V. in
favor of KPMG Consulting Americas, Inc.
4. Demand Note dated 3-30-00 by KPMG Consulting, LP in favor of KPMG
Consulting, LLC
5. Term Note dated 6-15-00 by KPMG Santong Consulting, Inc. in favor of
KPMG Consulting, LLC
6. Term Note dated 6-23-00 by KPMG Santong Consulting, Inc. in favor of
KPMG Consulting, LLC
7. Term Note dated 7-21-00 by KPMG Consulting, Inc. in favor of KPMG
Consulting, LLC
8. Revolving Demand Note dated 9-26-00 by KPMG Ireland 2000 Ltd. in favor
of KPMG Consulting, Inc.
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