Exhibit 10.2
[KCI FUNDING CORPORATION]
AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT (this "Amendment")
dated as of October 1, 2002, is entered into among KCI FUNDING CORPORATION (the
"Seller"), BEARINGPOINT, INC. (f/k/a 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, Amendment No. 6 dated as of May
29, 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 `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 any successor by merger or otherwise and KPMG Consulting,
Inc. a Delaware corporation and any successor by merger or otherwise."
2.2 Section 2 (j) (vii) of Exhibit IV of the Agreement is hereby amended
in its entirety to read as follows:
"(vii) At least 30 days before any change in any Originator's name or
any other changes requiring the Amendment of UCC financing statement
notice setting forth such changes and the effective date thereof and,
upon the effectiveness of such change, provide evidence that all steps
necessary to amend such financing statements to reflect such change
have been."
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.
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
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
BEARINGPOINT, INC. (f/k/a KPMG
CONSULTING, INC.) as Servicer
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
MARKET STREET FUNDING CORPORATION,
as Issuer
By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
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