EXHIBIT 10.25
AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT (this "Amendment")
dated as of March 21, 2002, is entered into among KCI FUNDING CORPORATION (the
"Seller"), KPMG CONSULTING, INC. (the "Servicer"), MARKET STREET FUNDING
CORPORATION (the "Issuer"), and PNC BANK, NATIONAL ASSOCIATION, as Administrator
(the "Administrator").
RECITALS
1. The Seller, Servicer, Issuer and Administrator are parties to the
Receivables Purchase Agreement dated as of May 22, 2000, as amended by Amendment
No. 1 dated as of October 24, 2000, amendment No. 2 dated as of May 21, 2001,
Amendment No. 3 dated as of August 1, 2001 and as further amended, amended and
restated, supplemented or otherwise modified from time to time (the
"Agreement"); and
2. The parties hereto desire to amend the Agreement as hereinafter set
forth.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Certain Defined Terms. Capitalized terms that are used herein without
definition and that are defined in Exhibit I to the Agreement shall have the
same meanings herein as therein defined.
2. Amendment to Agreement.
2.1 The definition of "Originator" as set forth in Exhibit I of the
Agreement is hereby amended in its entirety to read as follows:
"`Originator' means KPMG Consulting, LLC, a Delaware limited
liability company and KPMG Consulting, Inc., a Delaware corporation;
provided, however, upon the occurrence of and after any merger,
liquidation or consolidation of KPMG Consulting, LLC and KPMG
Consulting, Inc., "Originator" shall mean the surviving entity of such
merger, liquidation or consolidation."
2.2 Schedule II to Agreement is hereby amended in its entirety to read as
follows:
SCHEDULE II
LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS
Lock-Box Bank Lock-Box Account
Mellon Bank, N.A. 40297 050-1649
050-1614
050-1606
050-1542
050-1534
058-6208
100-5751
100-5760
022-5470
3. Representations and Warranties. The Seller hereby represents and
warrants to the Issuer and the Administrator as follows:
(a) Representations and Warranties. The representations and warranties
contained in Exhibit III of the Agreement are true and correct as of the
date hereof (unless stated to relate solely to an earlier date, in which
case such representations or warranties were true and correct as of such
earlier date).
(b) Enforceability. The execution and delivery by each of the Seller
and the Servicer of this Amendment, and the performance of each of its
obligations under this Amendment and the Agreement, as amended hereby, are
within each of its corporate powers and have been duly authorized by all
necessary corporate action on each of its parts. This Amendment and the
Agreement, as amended hereby, are each of the Seller's and the Servicer's
valid and legally binding obligations, enforceable in accordance with its
terms.
(c) No Default. Both before and immediately after giving effect to
this Amendment and the transactions contemplated hereby, no Termination
Event or Unmatured Termination Event exists or shall exist.
4. Effect of Amendment. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect.
After this Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to "this Agreement", "hereof", "herein" or words
of similar effect referring to the Agreement shall be deemed to be references to
the Agreement as amended by this Amendment. This Amendment shall not be deemed,
either expressly or impliedly, to waive, amend or supplement any provision of
the Agreement other than as set forth herein.
5. Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Administrator of counterparts of this Amendment
(whether by facsimile or
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otherwise) executed by each of the other parties hereto, in form and substance
satisfactory to the Administrator in its sole discretion.
6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.
7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without regard to
any otherwise applicable principles of conflicts of law).
8. Section Headings. The various headings of this Amendment are included
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Agreement or any provision hereof or thereof.
(continued on following page)
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
KCI FUNDING CORPORATION,
as Seller
By:____________________________________
Name:__________________________________
Title:_________________________________
KPMG CONSULTING, INC.,
as Servicer
By:____________________________________
Name:__________________________________
Title:_________________________________
MARKET STREET FUNDING CORPORATION,
as Issuer
By:____________________________________
Name:__________________________________
Title:_________________________________
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By:____________________________________
Name:__________________________________
Title:_________________________________
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