Exhibit 10.12


FIFTH AMENDMENT TO
AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT


This Amendment, dated as of December 20, 2005, is made
by and between CIBER, INC., a Delaware corporation (the “Borrower”), and WELLS
FARGO BANK, N.A. (the “Lender”).


Recitals


The Borrower and the Lender are parties to an Amended
and Restated Credit and Security Agreement dated as of August 15, 2003, as
amended by that certain First Amendment to Amended and Restated Credit and
Security Agreement, dated as of March 31, 2004, that certain Second Amendment
to Amended and Restated Credit and Security Agreement, dated as of October 1,
2004, that certain Third Amendment to
Amended and Restated Credit and Security Agreement, dated as of March 31, 2005
and that certain Fourth Amendment to Amended and Restated Credit and Security
Agreement, dated as of July 11, 2005 (as so amended, the “Credit Agreement”).  Capitalized terms used in these recitals have
the meanings given to them in the Credit Agreement unless otherwise specified.


The Borrower has requested that certain amendments be
made to the Credit Agreement, which the Lender is willing to make pursuant to
the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants and agreements herein contained, it is agreed as
follows:


1.             Defined
Terms.  Capitalized terms used in
this Amendment which are defined in the Credit Agreement shall have the same
meanings as defined therein, unless otherwise defined herein.  In addition, Section 1.1 of the Credit
Agreement is hereby amended by adding or amending, as the case may be, the
following definitions:


“Interest Expense” means for a fiscal year-to-date
period, the Borrower’s total gross interest expense during such period
(excluding interest income), and shall in any event include (i) interest
expensed (whether or not paid) on all Liabilities (other than Liabilities under
Swap Contracts), (ii) the amortization of debt discounts, (iii) the
amortization of all fees payable in connection with the incurrence of
Liabilities (other than Liabilities under Swap Contracts) to the extent
included in interest expense, and (iv) the portion of any capitalized lease
obligation allocable to interest expense.


“Master Agreement” means any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement,
together with any related schedules.


“Obligations” means each Note, the Obligation of
Reimbursement and each and every other debt, liability and obligation of every
type and description which the 


 

















 


Borrower may now or at
any time hereafter owe to the Lender, whether such debt, liability or
obligation now exists or is hereafter created or incurred, whether it arises in
a transaction involving the Lender alone or in a transaction involving other
creditors of the Borrower, and whether it is direct or indirect, due or to
become due, absolute or contingent, primary or secondary, liquidated or unliquidated,
or sole, joint, several or joint and several, and including all indebtedness of
the Borrower arising under any Loan Document, Swap Contract or guaranty between
the Borrower and the Lender or by the Borrower in favor of the Lender, whether
now in effect or hereafter entered into.


“Senior Funded Indebtedness” means the sum of all
Liabilities of the Borrower and each Subsidiary for borrowed money, including
all Advances, the L/C Amount, and all Liabilities under the IBM Facility, but
excluding any Liabilities under any Swap Contract.


“Swap Contract” means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether
or not any such transaction is governed by or subject to any Master Agreement,
and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of
Master Agreement, including any such obligations or liabilities under any
Master Agreement.


“Total Funded Indebtedness” means the sum of (i) all
Liabilities of the Borrower and each Subsidiary for borrowed money, including
all Senior Funded Indebtedness and subordinated indebtedness for borrowed
money, but excluding any Liabilities under any Swap Contract and (ii) the
aggregate payments required to be made by the Borrower and each Subsidiary at
any time under any lease that is considered a capitalized lease under GAAP.


2.             No
Other Changes.  Except as explicitly
amended by this Amendment, all of the terms and conditions of the Credit
Agreement shall remain in full force and effect and shall apply to any advance
or letter of credit thereunder.


3.             Senior
Indebtedness.  The Borrower hereby acknowledges
and agrees that, both prior to and after the date on which this Amendment
becomes effective, the Borrower’s obligations to the Lender, including without
limitation the Obligations, are “Senior Indebtedness” (as defined in the
Indenture, dated as of December 2, 2003 between the Borrower 


 


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and
Wells Fargo Bank Minnesota, National Association, as Trustee (the “Indenture”)),
for purposes of the Indenture.


4.             Conditions
Precedent.  This Amendment shall be
effective when the Lender shall have received an executed original hereof,
together with the Acknowledgment and Agreement of Guarantors set forth at the
end of this Amendment, duly executed by each Guarantor, each in substance and
form acceptable to the Lender in its sole discretion.


5.             Representations
and Warranties.  The Borrower hereby
represents and warrants to the Lender as follows:


(a)           The
Borrower has all requisite power and authority to execute this Amendment and to perform all of its obligations
hereunder, and this Amendment has been duly executed and delivered by the
Borrower and constitute the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms.


(b)           The
execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all
necessary corporate action and do not (i) require any authorization,
consent or approval by any governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (ii) violate any provision
of any law, rule or regulation or of any order, writ, injunction or decree
presently in effect, having applicability to the Borrower, or the articles of
incorporation or by-laws of the Borrower, or (iii) result in a breach of
or constitute a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which the Borrower is a party or by
which it or its properties may be bound or affected.


(c)           All
of the representations and warranties contained in Article V of the Credit
Agreement are correct on and as of the date hereof as though made on and as of
such date, except to the extent that such representations and warranties relate
solely to an earlier date.


6.             References.  All references in the Credit Agreement to “this
Agreement” shall be deemed to refer to the Credit Agreement as amended hereby;
and any and all references in the Security Documents to the Credit Agreement
shall be deemed to refer to the Credit Agreement as amended hereby.


7.             No
Waiver.  The execution of this Amendment and acceptance of any documents
related hereto shall not be deemed to be a waiver of any Default or Event of Default under the
Credit Agreement or breach, default or event of default under any Security
Document or other document held by the Lender, whether or not known to the
Lender and whether or not existing on the date of this Amendment.


8.             Release.  The Borrower, and each Guarantor by signing the Acknowledgment and Agreement of
Guarantors set forth below, each hereby absolutely and unconditionally
releases and forever discharges the Lender, and any and all participants,
parent corporations, subsidiary corporations, affiliated corporations,
insurers, indemnitors, successors and assigns thereof, 


 


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together
with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims, demands or causes of action of
any kind, nature or description, whether arising in law or equity or upon
contract or tort or under any state or federal law or otherwise, which the
Borrower or such Guarantor has
had, now has or has made claim to have against any such person for or by reason
of any act, omission, matter, cause or thing whatsoever arising from the
beginning of time to and including the date of this Amendment, whether such
claims, demands and causes of action are matured or unmatured or known or
unknown.


9.             Costs
and Expenses.  The Borrower hereby
reaffirms its agreement under the Credit Agreement to pay or reimburse the
Lender on demand for all costs and expenses incurred by the Lender in
connection with the Loan Documents, including without limitation all reasonable
fees and disbursements of legal counsel. 
Without limiting the generality of the foregoing, the Borrower
specifically agrees to pay all fees and disbursements of counsel to the Lender
for the services performed by such counsel in connection with the preparation
of this Amendment and the documents and instruments incidental hereto.  The Borrower hereby agrees that the Lender
may, at any time or from time to time in its sole discretion and without
further authorization by the Borrower, make a loan to the Borrower under the
Credit Agreement, or apply the proceeds of any loan, for the purpose of paying
any such fees, disbursements, costs and expenses.


10.           Miscellaneous.  This Amendment and the Acknowledgment and Agreement of Guarantors may be executed
in any number of counterparts, each of which when so executed and delivered
shall be deemed an original and all of which counterparts, taken together,
shall constitute one and the same instrument.


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first written above.


	
  WELLS FARGO BANK, N.A.   

  	
  CIBER, INC. 
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Catherine M. Jones

  	
   

  	
  By:

  	
  /s/ David G. Durham

  
	
  Name: Catherine M. Jones

  	
  Name: David G. Durham 

  
	
  Its: Vice President

  	
  Its: Chief Financial Officer

  
					



 


 


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ACKNOWLEDGMENT AND
AGREEMENT OF GUARANTORS


The undersigned, each a guarantor of the indebtedness of CIBER, INC. (the “Borrower”)
to Wells Fargo Bank, N.A. (the “Lender”) pursuant to a separate Guaranty each dated
as of August (each, a “Guaranty”),
hereby (i) acknowledges receipt of the foregoing Amendment; (ii) consents
to the terms (including without limitation the release set forth in Paragraph 8
of the Amendment) and execution thereof; (iii) reaffirms its obligations to the Lender pursuant
to the terms of its Guaranty;
and (iv) acknowledges that the Lender may amend, restate, extend, renew or
otherwise modify the Credit Agreement and any indebtedness or agreement of the
Borrower, or enter into any agreement or extend additional or other credit
accommodations, without notifying or obtaining the consent of the undersigned
and without impairing the liability of the undersigned under its Guaranty for all of the Borrower’s
present and future indebtedness to the Lender.


	
  CIBER ASSOCIATES, INC.

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ Christopher L. Loffredo

  
	
  Name: Christopher L. Loffredo

  
	
  Its: Vice President

  
	
   

  
	
   

  
	
  CIBER INTERNATIONAL, INC.

  
	
   

  
	
   

  
	
  By: 

  	
  /s/ David G. Durham

  
	
  Name: David G. Durham

  
	
  Its: Vice President

  
	
   

  
	
  CIBER (UK) LIMITED

  
	
   

  
	
  By: 

  	
  /s/ David G. Durham

  
	
  Name: David G. Durham

  
	
  Its: Director

  
	
   

  



 


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