Amendment No. 4 to Receivables Purchase Agreement among KCI Funding Corporation, KPMG Consulting, Market Street Funding, and PNC Bank

Summary

This amendment updates the Receivables Purchase Agreement originally made between KCI Funding Corporation (Seller), KPMG Consulting, Inc. (Servicer), Market Street Funding Corporation (Issuer), and PNC Bank, National Association (Administrator). The amendment revises the definition of "Originator" and updates the list of lock-box banks and accounts. All other terms of the original agreement remain unchanged. The amendment is effective upon execution by all parties and is governed by New York law.

EX-10.25 3 dex1025.txt RECEIVABLES PURCHASE AGREEMENT AMEND #4 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 2 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) 3 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:_________________________________ S-1