Amendment No. 7 to Receivables Purchase Agreement among KCI Funding Corporation, BearingPoint, Inc., Market Street Funding Corporation, and PNC Bank

Summary

This amendment updates the Receivables Purchase Agreement originally signed by KCI Funding Corporation (Seller), BearingPoint, Inc. (Servicer), Market Street Funding Corporation (Issuer), and PNC Bank (Administrator). The amendment revises certain definitions and notification requirements related to the parties involved and changes in their names. All other terms of the original agreement remain in effect. The amendment is effective upon execution by all parties and is governed by New York law.

EX-10.2 4 dex102.txt AMENDMENT #7 TO RECEIVABLES 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) 2 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. KCI FUNDING CORPORATION, as Seller By: /s/ Patrick H. Kinzler ----------------------------- Name: Patrick H. Kinzler Title: Treasurer BEARINGPOINT, INC. (f/k/a KPMG CONSULTING, INC.) as Servicer By: /s/ Patrick H. Kinzler ----------------------------- Name: Patrick H. Kinzler Title: Treasurer MARKET STREET FUNDING CORPORATION, as Issuer By: /s/ Evelyn Echevarria ----------------------------- Name: Evelyn Echevarria Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as Administrator By: /s/ John T. Smathers ----------------------------- Name: John T. Smathers Title: Vice President 3