EXHIBIT 10.3
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT (this "Amendment")
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dated as of May 21, 2001, is entered into among KCI FUNDING CORPORATION (the
"Seller"), KPMG CONSULTING, INC. (the "Servicer"), MARKET STREET FUNDING
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CORPORATION (the "Issuer"), and PNC BANK, NATIONAL ASSOCIATION, as Administrator
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(the "Administrator").
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RECITALS
1. The Seller, Servicer, Issuer and Administrator are parties to the
Receivables Purchase Agreement dated as of May 22, 2000 (the "Agreement"); and
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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
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definition and that are defined in Exhibit I to the Agreement shall have the
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same meanings herein as therein defined.
2. Amendment to Agreement.
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2.1 The definition of "Credit Facility"is hereby amended in its entirety to
read as follows:
"Credit Facility" means the Credit Agreement originally dated as of May 24,
2000 and amended and restated as of May 21, 2001 among KCI, KPMG Consulting,
LLC, the other guarantors party thereto, the banks party thereto, PNC as
Administrative Agent and as the Lead Arranger, the Chase Manhattan Bank as the
Syndication Agent, Barclays Bank PLC as the Documentation Agent and Xxxxxx
Guaranty Trust Company of New York as the Managing Agent, as such may be further
amended, supplemented or restated from time to time.
2.2. Section 2 of Exhibit IV to the Agreement is hereby amended by adding
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the following new Section 2(k) in the appropriate location therein:
"(k) The Servicer shall perform and comply with each of the covenants and
agreements contained in Sections 8.2.3, 8.2.11, 8.2.12, 8.2.14-20 and 8.3.9 of
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the Credit Facility in effect on the date hereof, (regardless of whether such
covenants and agreements may be amended or modified from time to time in
accordance with the Credit Facility), each of which covenants and agreements,
together with all related definitions, exhibits and ancillary provisions, are
hereby incorporated in this Agreement by reference as though specifically set
forth in this Section 2(k) and shall survive the termination and/or expiration
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of the Credit Facility."
2.3. Exhibit V to the Agreement is hereby amended by deleting the text of
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clause (l) therein and replacing it with the word "[Reserved]".
3. Representations and Warranties. The Seller hereby represents and
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warrants to the Issuer and the Administrator as follows:
(a) Representations and Warranties. The representations and warranties
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contained in Exhibit III of the Agreement are true and correct as of the
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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
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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
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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
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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
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hereof upon receipt by the Administrator of counterparts of this Amendment
(whether by facsimile or 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
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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
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accordance with, the internal laws of the State of New York (without regard to
any otherwise applicable principles of conflicts of law).
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8. Section Headings. The various headings of this Amendment are included
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for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Agreement or any provision hereof or thereof.
9. Credit Facility. For the avoidance of doubt in interpreting Section 2.2
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of this Amendment, (a) attached hereto as Exhibit A is a true and correct copy
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(and the Seller and Servicer each, by their signature hereto, represent and
warrant that such is a true and correct copy) of the sections of the Credit
Facility referenced in such section and the definitions used in the Credit
Facility, each as in effect as of the date hereof and (b) attached hereto as
Exhibit B is a true and correct copy of the "Loan Parties" (as such term is
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defined in the Credit Facility) as of the date hereof. The parties listed on
Exhibit B, together with all parties that become "Guarantors" under the Credit
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Facility after the date hereof and prior to the termination of the Credit
Facility, shall be deemed "Loan Parties" for the purposes of interpreting
Section 2.2 of this Amendment.
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(continued on following page)
S-1
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
KCI FUNDING CORPORATION,
as Seller
By:
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Name:
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Title:
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KPMG CONSULTING, INC.,
as Servicer
By:
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Name:
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Title:
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MARKET STREET FUNDING CORPORATION,
as Issuer
By:
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Name:
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Title:
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PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By:
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Name:
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Title:
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S-1
EXHIBIT A
[Credit Facility]
EXHIBIT B
[Loan Parties]
