Exhibit
10.2


 


 


FIFTH AMENDMENT


TO


REVOLVING CREDIT AGREEMENT


 


Fifth Amendment dated as of July 11, 2005 to Revolving
Credit Agreement (the “Fifth Amendment”),
by and among KEANE, INC., a Massachusetts
corporation (the “Borrower”) and BANK OF AMERICA, N.A. (as successor by
merger to 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 BANK OF AMERICA, N.A.
(as successor by merger to 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 Fifth 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 §4 of the Credit Agreement.  Section 4 of the Credit Agreement is hereby
amended as follows:


 


(a)                                  Section
4.1.1 of the Credit Agreement is hereby amended by deleting §4.1.1 in its entirety
and restating it as follows:


 


4.1.1.  Commitment
to Issue Letters of Credit and Similar Instruments.  Subject to the terms and conditions hereof
and the execution and delivery by the Borrower or, subject to the approval of
the Lenders, a Subsidiary of the Borrower and countersigned by the Borrower, of
a letter of credit application on the Administrative Agent’s customary form (an
“LC  Application”) or a similar application for the issuance of a
bank guarantee on the Administrative Agent’s customary form (a “Bank Guarantee Application” and, collectively
with the LC Application, a “Letter of Credit Application”), the
Administrative Agent (including, for purposes of this §4, any affiliate or
branch of the Administrative Agent) on behalf of the Lenders and in reliance
upon the agreement of the Lenders set forth in §4.1.4 and upon the
representations and warranties of the Borrower contained herein, agrees, in its
individual capacity, to issue, extend and 


 





















 


renew for the
account of the Borrower one or more standby or documentary letters of credit or
bank guarantees (individually, a “Letter  of  Credit”), in
such form as may be requested from time to time by the Borrower or a Subsidiary
of the Borrower and agreed to by the Administrative Agent and in such currency
other than Dollars as the Borrower or such Subsidiary may request and which is
approved in writing by all of the Lenders; provided, however,
that, after giving effect to such request, (a) the sum of the aggregate Maximum
Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed the
Dollar equivalent of $40,000,000 at any one time and (b) the sum of (i) the
Maximum Drawing Amount on all Letters of Credit, (ii) all Unpaid Reimbursement
Obligations, and (iii) the amount of all Revolving Credit Loans outstanding
shall not exceed the Total Commitment at such time.   Notwithstanding anything to the contrary
contained herein or in any Letter of Credit Application, to the extent the
Borrower requests that the Administrative Agent issue a Letter of Credit on
behalf of a Subsidiary of the Borrower, including, without limitation, those
bank guarantees in favor of the Transport Ticketing Authority of the State of
Victoria in an aggregate face amount of 45,000,000 Australian Dollars issued to
support a certain contract obtained by one of the Borrower’s Subsidiary (the “Australian Bank Guarantees”), the Borrower
agrees that the Reimbursement Obligation for such Letter of Credit shall be the
obligation of the Borrower.


 


(b)                                 Section
4.1.3 of the Credit Agreement is hereby amended as follows:


 


(i)                                     by
inserting immediately after the first sentence of §4.1.3 the following
sentence:  “Each Lender hereby agrees
that notwithstanding anything to the contrary contained in subparagraph (b) of
this §4.1.3, the Borrower shall be permitted to request Letters of Credit be
issued with an expiry date which is a date later than the date which is
fourteen (14) days (or if the Letter is confirmed by a confirmer or otherwise
provides for one or more nominated persons, forty-five (45) days) prior to the
Revolving Credit Loan Maturity Date, provided, to the extent the
Borrower requests a Letter of Credit be issued with an expiry date which is
later than such fourteen (14) days (or forty-five (45) days, as the case may
be) prior to the Revolving Credit Loan Maturity Date, the Borrower agrees to
provide to the Administrative Agent cash collateral in an amount of not less
than the Maximum Drawing Amount of each such Letter of Credit by a date which
is not later than fourteen (14) days prior to the Revolving Credit Loan
Maturity Date.  To the extent the
Borrower fails to so provide such cash collateral by such date, it shall be
deemed to have made a Loan Request for a Revolving Credit Loan in such amount,
with the proceeds of such Revolving Credit Loan being disbursed directly to the
Administrative Agent to hold as cash collateral for such Letters of
Credit.  Each Lender hereby severally
agrees that it shall be absolutely liable, without regard to the occurrence of
any Default or Event of Default or any other condition precedent whatsoever, to
the extent of such Lender’s Commitment Percentage, to fund such Revolving
Credit Loan”; and


 


(ii)                                  by
deleting the words “Each Letter of Credit so issued, extended or renewed shall
be subject to the Uniform Customs and Practices for Documentary Credits” which
appear in §4.1.3. and substituting in place thereof the words “Each Letter of
Credit other than a bank guarantee so issued, extended or renewed shall be
subject to the Uniform Customs and Practices for Documentary Credits”.


 


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(b)                                 Section
4.6 of the Credit Agreement is hereby amended by deleting the first sentence of
§4.6 in its entirety and restating it as follows:  “The Borrower shall pay a fee (in each case,
a “Letter of Credit Fee”) to the
Administrative Agent in respect of each Letter of Credit in an amount equal to
(a) in the case of all Letters of Credit other than the Australian Bank
Guarantees, the Applicable Margin per annum with respect to Letter of Credit
Fees of the face amount of such Letter of Credit; and (b) in the case of the
Australian Bank Guarantees, one hundred twenty five basis points per annum with
respect to Letter of Credit Fees of the face amount of such Australian Bank Guarantees,
plus, in each case, an amount equal to one eighth of one percent (1/8%) per
annum of the face amount of such Letter Credit which shall be for the account
of the Administrative Agent, as a fronting fee, and the balance of which Letter
of Credit Fee shall be for the accounts of the Lenders in accordance with their
respective Commitment Percentages.”


 


§2.                               Conditions to Effectiveness.  This Fifth Amendment shall not become
effective until the Administrative Agent receives a counterpart of this Fifth 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 Fifth
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 Fifth 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 Fifth 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 Fifth 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.


 


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§7.                               Governing Law.  THIS FIFTH 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 Fifth
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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A. (as
  successor by

  merger to 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: Senior Vice President

  
						



 


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RATIFICATION
OF GUARANTY


 


Each of the undersigned guarantors (the “Guarantors”)
hereby acknowledges and consents to the foregoing Fifth Amendment as of July
11, 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

  
							



 





















 


	
   

  	
  KEANE INDIA HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John J. Leahy

  	
   

  
	
   

  	
   

  	
    John J.
  Leahy, Treasurer

  



 


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