**Exhibit10.1**

 

**FOURTH AMENDMENT**

**TO**

**REVOLVING CREDIT AGREEMENT**

 

Fourth Amendment dated as of March 31, 2005 toRevolving Credit Agreement (the “FourthAmendment”), by and among**KEANE, INC.,** aMassachusetts corporation (the “Borrower”)and **FLEET NATIONAL BANK** and the otherlending institutions listed on Schedule 1to the Credit Agreement (as hereinafter defined) (the “Lenders”),amending certain provisions of the Revolving Credit Agreement dated as ofFebruary 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 itscapacity as administrative agent for the Lenders (the “Administrative Agent”).  Termsnot otherwise defined herein which are defined in the Credit Agreement shallhave the same respective meanings herein as therein.

 

**WHEREAS**, the Borrower and theLenders have agreed to modify certain terms and conditions of the CreditAgreement as specifically set forth in this Fourth Amendment;

 

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

 

**§1.****                               Amendment to §9 of the Credit Agreement.**  Section 9 of the Credit Agreement is herebyamended as follows:

 

(a)                                  Section9.1 of the Credit Agreement is hereby amended by (i) deleting the word “and” atthe 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)                                     otherunsecured Indebtedness not otherwise permitted by this §9.1 in an aggregateprincipal amount not to exceed $3,000,000 outstanding at any time.

 

(b)                                 Section9.3(f)(iii) of the Credit Agreement is hereby amended by inserting immediatelyafter the words “the Investment by the Borrower in Newco after October 17, 2003and 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 inNewco after March 31, 2005 in an aggregate amount not to exceed $9,000,000”.

 

(c)                                  Section9.5.1(c) of the Credit Agreement is hereby amended as follows:

 

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(i)                                     Section9.5.1(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)                                     tothe extent the aggregate amount of the purchase price for any singleacquisition or series of related acquisitions which is payable in anythingother than the Capital Stock of the Parent (and such Capital Stock shall haveno redemption or repurchase rights prior to a date which is one (1) year afterthe Revolving Credit Loan Maturity Date and shall not have the ability toconvert into any form of Indebtedness) exceeds $10,000,000, the Borrower hasprovided the Administrative Agent with prior written notice of suchacquisition, which notice shall include a reasonably detailed description ofsuch Permitted Acquisition;

 

(ii)                                  Section9.5.1(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 singleacquisition or series of related acquisitions which is payable in anythingother than the Capital Stock of the Parent (and such Capital Stock shall haveno redemption or repurchase rights prior to a date which is one (1) year afterthe Revolving Credit Loan Maturity Date and shall not have the ability toconvert into any form of Indebtedness) exceeds $10,000,000, not less than five(5) days prior to the consummation of the proposed acquisition, the Borrowershall have delivered to the Administrative Agent (A) evidence satisfactory tothe Administrative Agent that the Person (or assets, as the case may be) to beacquired has a positive EBITDA for the most recent twelve calendar months andhad a positive EBITDA for the most recent fiscal year end, as demonstrated byaudited financial statements (or, to the extent such Person so acquired has noaudited historical financial results, the management prepared financial resultsof such Person so acquired) but with the Borrower being permitted to adjustsuch historical calculations to include in such calculations of EBITDAreasonable cost savings, expenses and other income statement or operatingstatement adjustments which are attributable to the change in ownership and/ormanagement resulting from such Permitted Acquisition and are effected on theclosing of such Permitted Acquisition, as may be reasonably acceptable to theAdministrative Agent, which adjustments shall be deemed to have been realizedon the consummation of such Permitted Acquisition), with such results to be inform and substance reasonably acceptable to the Administrative Agent, provided,however, in each case, in the event that either no historical financialresults are available with respect to the Person to be acquired, the Person tobe acquired is not a separate legal entity, the Borrower or Subsidiaryeffecting the acquisition is acquiring only assets of another Person or, in theAdministrative Agent’s reasonable discretion it determines the historicalfinancial results do not adequately reflect the financial results of the Personor assets to be acquired, such calculations shall be made with reference toreasonable estimates of such past performance made by the Borrower based onexisting data and other available

 

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information, such estimates to be reasonablyacceptable in all respects to the Administrative Agent; (B) a ComplianceCertificate prepared on a pro forma basis demonstrating compliance with thefinancial covenants set forth in §10 hereof both before and after giving effectto such Permitted Acquisition (with the Borrower being permitted to include insuch pro forma statements reasonable cost savings, expenses and other incomestatement or operating statement adjustments which are attributable to thechange in ownership and/or management resulting from such Permitted Acquisitionand are effected on the closing of such Permitted Acquisition, as may bereasonably acceptable to the Administrative Agent, which adjustments shall bedeemed to have been realized on the consummation of such PermittedAcquisition); and (C) a certificate from the chief financial officer of theBorrower to the effect that (I) the Borrower on a consolidating basis, and theBorrower and its Subsidiaries, on a consolidated basis, will be solvent bothbefore and after consummating the Permitted Acquisition and (II) no Default orEvent of Default then exists or would result after giving effect to thePermitted Acquisition; or (2) to the extent the aggregate amount of thepurchase price for any single acquisition or series of related acquisitionswhich is payable in anything other than the Capital Stock of the Parent (andsuch Capital Stock shall have no redemption or repurchase rights prior to adate which is one (1) year after the Revolving Credit Loan Maturity Date andshall not have the ability to convert into any form of Indebtedness) is equalto or is less than $10,000,000, (x) no Default or Event of Default then existsor would result after giving effect to the Permitted Acquisition; (y) theBorrower is in compliance with the financial covenants set forth in §10 hereofboth before and after giving effect to such Permitted Acquisition; and (z) thePerson (or assets, as the case may be) to be acquired either (I) has a positiveEBITDA for the most recent twelve calendar months and had a positive EBITDA forthe most recent fiscal year end, as demonstrated by audited financialstatements (or, to the extent such Person so acquired has no audited historicalfinancial results, the management prepared financial results of such Person soacquired) but with the Borrower being permitted to adjust such historicalcalculations to include in such calculations of EBITDA reasonable cost savings,expenses and other income statement or operating statement adjustments whichare attributable to the change in ownership and/or management resulting fromsuch Permitted Acquisition and are effected on the closing of such PermittedAcquisition, which adjustments shall be deemed to have been realized on theconsummation of such Permitted Acquisition), provided, however,in each case, in the event that either no historical financial results areavailable with respect to the Person to be acquired, the Person to be acquiredis not a separate legal entity, the Borrower or Subsidiary effecting theacquisition is acquiring only assets of another Person, such calculations shallbe made with reference to reasonable estimates of such past performance made bythe Borrower based on existing data and other available information; or (II) tothe extent the Person (or assets, as the case may be) has a negative EBITDA forthe most recent twelve calendar months or a negative EBITDA for the most recentfiscal year end (as demonstrated in the manner set forth in 2(I) above), thenegative EBITDA of the Person (or the assets, as the case may be) does notexceed $5,000,000;

 

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

 

**§3.****                               Representations and Warranties.**  The Borrower hereby repeats, on and as of thedate hereof, each of the representations and warranties made by it in §7 of theCredit Agreement (except to the extent of changes resulting from transactionscontemplated or permitted by the Credit Agreement (as amended by this FourthAmendment) and the other Loan Documents and changes occurring in the ordinarycourse of business that singly or in the aggregate are not materially adverse,and to the extent that such representations and warranties relate expressly toan earlier date), provided, that allreferences therein to the Credit Agreement shall refer to such Credit Agreementas amended hereby.  In addition, theBorrower hereby represents and warrants that the execution and delivery by theBorrower of this Fourth Amendment and the performance by the Borrower of all ofits agreements and obligations under the Credit Agreement  as amended hereby are within the authority ofthe Borrower and have been duly authorized by all necessary action on the partof the Borrower.

 

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

 

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

 

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

 

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

 

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**INWITNESS WHEREOF**, the parties hereto have executed this FourthAmendment 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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**RATIFICATIONOF GUARANTY**

 

Each of the undersigned guarantors (the “Guarantors”)hereby acknowledges and consents to the foregoing Fourth Amendment as of March31, 2005, and agrees that the Guaranty dated as of February 28, 2003 from eachGuarantor to the Administrative Agent and each Lender remains in full force andeffect, and each such Guarantor confirms and ratifies all of its obligationsthereunder.

 
|   | **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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