Exhibit
10.1


 


FOURTH AMENDMENT


TO


REVOLVING CREDIT AGREEMENT


 


Fourth Amendment dated as of March 31, 2005 to
Revolving Credit Agreement (the “Fourth
Amendment”), by and among KEANE, INC., a
Massachusetts corporation (the “Borrower”)
and FLEET NATIONAL BANK and the other
lending institutions listed on Schedule 1
to the Credit Agreement (as hereinafter defined) (the “Lenders”),
amending certain provisions of the Revolving Credit Agreement dated as of
February 28, 2003 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower,
the Lenders, and FLEET NATIONAL BANK in its
capacity as administrative agent for the Lenders (the “Administrative Agent”).  Terms
not otherwise defined herein which are defined in the Credit Agreement shall
have the same respective meanings herein as therein.


 


WHEREAS, the Borrower and the
Lenders have agreed to modify certain terms and conditions of the Credit
Agreement as specifically set forth in this Fourth Amendment;


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


§1.                               Amendment to §9 of the Credit Agreement.  Section 9 of the Credit Agreement is hereby
amended as follows:


 


(a)                                  Section
9.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” at
the end of the text of §9.1(j); (ii) deleting the period from the end of
§9.1(k) and substituting in place thereof a semicolon and the word “and”; and
(iii) inserting immediately after the end of §9.1(k) the following:


 


(l)                                     other
unsecured Indebtedness not otherwise permitted by this §9.1 in an aggregate
principal amount not to exceed $3,000,000 outstanding at any time.


 


(b)                                 Section
9.3(f)(iii) of the Credit Agreement is hereby amended by inserting immediately
after the words “the Investment by the Borrower in Newco after October 17, 2003
and prior to March 31, 2004 in an aggregate amount not to exceed $3,000,000”
which appear in §9.3(f)(iii) the words “and the Investment by the Borrower in
Newco after March 31, 2005 in an aggregate amount not to exceed $9,000,000”.


 


(c)                                  Section
9.5.1(c) of the Credit Agreement is hereby amended as follows:


 





















 


(i)                                     Section
9.5.1(c)(i) of the Credit Agreement is hereby amended by deleting §9.5.1(c)(i)
in its entirety and restating it as follows:


 


(i)                                     to
the extent the aggregate amount of the purchase price for any single
acquisition or series of related acquisitions which is payable in anything
other than the Capital Stock of the Parent (and such Capital Stock shall have
no redemption or repurchase rights prior to a date which is one (1) year after
the Revolving Credit Loan Maturity Date and shall not have the ability to
convert into any form of Indebtedness) exceeds $10,000,000, the Borrower has
provided the Administrative Agent with prior written notice of such
acquisition, which notice shall include a reasonably detailed description of
such Permitted Acquisition;


 


(ii)                                  Section
9.5.1(c)(iv) of the Credit Agreement is hereby amended by deleting
§9.5.1(c)(iv) in its entirety and restating it as follows:


 


(iv)                              (1)
to the extent the aggregate amount of the purchase price for any single
acquisition or series of related acquisitions which is payable in anything
other than the Capital Stock of the Parent (and such Capital Stock shall have
no redemption or repurchase rights prior to a date which is one (1) year after
the Revolving Credit Loan Maturity Date and shall not have the ability to
convert into any form of Indebtedness) exceeds $10,000,000, not less than five
(5) days prior to the consummation of the proposed acquisition, the Borrower
shall have delivered to the Administrative Agent (A) evidence satisfactory to
the Administrative Agent that the Person (or assets, as the case may be) to be
acquired has a positive EBITDA for the most recent twelve calendar months and
had a positive EBITDA for the most recent fiscal year end, as demonstrated by
audited financial statements (or, to the extent such Person so acquired has no
audited historical financial results, the management prepared financial results
of such Person so acquired) but with the Borrower being permitted to adjust
such historical calculations to include in such calculations of EBITDA
reasonable cost savings, expenses and other income statement or operating
statement adjustments which are attributable to the change in ownership and/or
management resulting from such Permitted Acquisition and are effected on the
closing of such Permitted Acquisition, as may be reasonably acceptable to the
Administrative Agent, which adjustments shall be deemed to have been realized
on the consummation of such Permitted Acquisition), with such results to be in
form and substance reasonably acceptable to the Administrative Agent, provided,
however, in each case, in the event that either no historical financial
results are available with respect to the Person to be acquired, the Person to
be acquired is not a separate legal entity, the Borrower or Subsidiary
effecting the acquisition is acquiring only assets of another Person or, in the
Administrative Agent’s reasonable discretion it determines the historical
financial results do not adequately reflect the financial results of the Person
or assets to be acquired, such calculations shall be made with reference to
reasonable estimates of such past performance made by the Borrower based on
existing data and other available


 


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information, such estimates to be reasonably
acceptable in all respects to the Administrative Agent; (B) a Compliance
Certificate prepared on a pro forma basis demonstrating compliance with the
financial covenants set forth in §10 hereof both before and after giving effect
to such Permitted Acquisition (with the Borrower being permitted to include in
such pro forma statements reasonable cost savings, expenses and other income
statement or operating statement adjustments which are attributable to the
change in ownership and/or management resulting from such Permitted Acquisition
and are effected on the closing of such Permitted Acquisition, as may be
reasonably acceptable to the Administrative Agent, which adjustments shall be
deemed to have been realized on the consummation of such Permitted
Acquisition); and (C) a certificate from the chief financial officer of the
Borrower to the effect that (I) the Borrower on a consolidating basis, and the
Borrower and its Subsidiaries, on a consolidated basis, will be solvent both
before and after consummating the Permitted Acquisition and (II) no Default or
Event of Default then exists or would result after giving effect to the
Permitted Acquisition; or (2) to the extent the aggregate amount of the
purchase price for any single acquisition or series of related acquisitions
which is payable in anything other than the Capital Stock of the Parent (and
such Capital Stock shall have no redemption or repurchase rights prior to a
date which is one (1) year after the Revolving Credit Loan Maturity Date and
shall not have the ability to convert into any form of Indebtedness) is equal
to or is less than $10,000,000, (x) no Default or Event of Default then exists
or would result after giving effect to the Permitted Acquisition; (y) the
Borrower is in compliance with the financial covenants set forth in §10 hereof
both before and after giving effect to such Permitted Acquisition; and (z) the
Person (or assets, as the case may be) to be acquired either (I) has a positive
EBITDA for the most recent twelve calendar months and had a positive EBITDA for
the most recent fiscal year end, as demonstrated by audited financial
statements (or, to the extent such Person so acquired has no audited historical
financial results, the management prepared financial results of such Person so
acquired) but with the Borrower being permitted to adjust such historical
calculations to include in such calculations of EBITDA reasonable cost savings,
expenses and other income statement or operating statement adjustments which
are attributable to the change in ownership and/or management resulting from
such Permitted Acquisition and are effected on the closing of such Permitted
Acquisition, which adjustments shall be deemed to have been realized on the
consummation of such Permitted Acquisition), provided, however,
in each case, in the event that either no historical financial results are
available with respect to the Person to be acquired, the Person to be acquired
is not a separate legal entity, the Borrower or Subsidiary effecting the
acquisition is acquiring only assets of another Person, such calculations shall
be made with reference to reasonable estimates of such past performance made by
the Borrower based on existing data and other available information; or (II) to
the extent the Person (or assets, as the case may be) has a negative EBITDA for
the most recent twelve calendar months or a negative EBITDA for the most recent
fiscal year end (as demonstrated in the manner set forth in 2(I) above), the
negative EBITDA of the Person (or the assets, as the case may be) does not
exceed $5,000,000;


 


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§2.                               Conditions to Effectiveness.  This Fourth Amendment shall not become
effective until the Administrative Agent receives a counterpart of this Fourth
Amendment, executed by the Borrower, the Required Lenders and the Guarantors.


 


§3.                               Representations and Warranties.  The Borrower hereby repeats, on and as of the
date hereof, each of the representations and warranties made by it in §7 of the
Credit Agreement (except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement (as amended by this Fourth
Amendment) and the other Loan Documents and changes occurring in the ordinary
course of business that singly or in the aggregate are not materially adverse,
and to the extent that such representations and warranties relate expressly to
an earlier date), provided, that all
references therein to the Credit Agreement shall refer to such Credit Agreement
as amended hereby.  In addition, the
Borrower hereby represents and warrants that the execution and delivery by the
Borrower of this Fourth Amendment and the performance by the Borrower of all of
its agreements and obligations under the Credit Agreement  as amended hereby are within the authority of
the Borrower and have been duly authorized by all necessary action on the part
of the Borrower.


 


§4.                               Ratification, Etc.  Except as expressly amended hereby, the
Credit Agreement , the other Loan Documents (which, for the avoidance of doubt,
shall included the Guarantees)  and all
documents, instruments and agreements related thereto are hereby ratified and
confirmed in all respects and shall continue in full force and effect.  The Credit Agreement and this Fourth Amendment
shall be read and construed as a single agreement.  All references in the Credit Agreement or any
related agreement or instrument to the Credit Agreement shall hereafter refer
to the Credit Agreement as amended hereby.


 


§5.                               No Waiver. 
Nothing contained herein shall constitute a waiver of, impair or
otherwise affect any Obligations, any other obligation of the Borrower or any
rights of the Administrative Agent or the Lenders consequent thereon.


 


§6.                               Counterparts.  This Fourth Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.


 


§7.                               Governing Law.  THIS FOURTH AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as a document under seal as of the date first above written.


 


	
   

  	
  KEANE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Leahy

  	
   

  
	
   

  	
   

  	
   

  	
  John J. Leahy

  
	
   

  	
   

  	
   

  	
  Senior Vice President and Chief Financial 

  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William S. Rowe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: William S. Rowe

  
	
   

  	
   

  	
   

  	
  Title: Principal

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEY CORPORATE CAPITAL INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeff Kalinowski

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jeff Kalinowski

  
	
   

  	
   

  	
   

  	
  Title: Sr. Vice President

  
								



 


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RATIFICATION
OF GUARANTY


 


Each of the undersigned guarantors (the “Guarantors”)
hereby acknowledges and consents to the foregoing Fourth Amendment as of March
31, 2005, and agrees that the Guaranty dated as of February 28, 2003 from each
Guarantor to the Administrative Agent and each Lender remains in full force and
effect, and each such Guarantor confirms and ratifies all of its obligations
thereunder.


 


	
   

  	
  DATASKILLS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Leahy

  	
   

  
	
   

  	
   

  	
    John J. Leahy, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEANE FEDERAL SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Leahy

  	
   

  	
   

  
	
   

  	
   

  	
    John J. Leahy, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEANE SECURITIES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Leahy

  	
   

  	
   

  
	
   

  	
   

  	
    John J. Leahy, Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEANE BUSINESS TRUST

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian T. Keane

  	
   

  	
   

  
	
   

  	
   

  	
    Brian T. Keane, Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEANE CARE, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Leahy

  	
   

  	
   

  
	
   

  	
   

  	
    John J. Leahy, Treasurer

  
								



 


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  KEANE INDIA HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Leahy

  	
   

  	
   

  
	
   

  	
   

  	
    John J. Leahy, Treasurer

  
					



 


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