Exhibit 10.27
AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT (this
"Amendment") dated as of May 29, 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 Amendment No. 4 dated as of March 21,
2002, Amendment No. 5 dated as of May 20, 2002 and as 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. Amendments to Agreement.
2.1 The definition of "Credit Facility" as set forth in Exhibit I
of the Agreement is hereby amended in its entirety to read as
follows:
"Credit Facility" means the $250,000,000 Revolving Credit
Facility Credit Agreement dated as of May 29, 2002 among KPMG
Consulting, Inc., as the Borrower, PNC as Agent for the banks
party thereto, the banks party thereto, the guarantors party
thereto and the other parties thereto, as such may be amended,
supplemented or restated from time to time."
2.2 The definition of "Facility Termination Date" as set forth in
Exhibit I of the Agreement is hereby amended by deleting the
conjunction "and" immediately before clause (e) and adding the
following at the end of clause (e):
"and (f) the date that the Credit Facility terminates for any
reason."
2.3 Clause (a) of the definition of "Purchase Limit" as set forth
in Exhibit I of the Agreement is hereby amended by replacing
"$33,556,647" therein with "$150,000,000."
2.4 Exhibit II of the Agreement is hereby amended by deleting
clause (c) at the end of Section 2 of Exhibit II.
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 otherwise) executed by each of the other parties
hereto.
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.
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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: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Treasurer
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KPMG CONSULTING, INC.,
as Servicer
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------------------------
Title: Treasurer
------------------------------------
MARKET STREET FUNDING CORPORATION,
as Issuer
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
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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: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------------------------
Title: President
------------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
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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: /s/ Xxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxx X. Xxxxxxxx
-------------------------------------
Title: Vice President
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