**Exhibit10.2**

 

 

**FIFTH AMENDMENT**

**TO**

**REVOLVING CREDIT AGREEMENT**

 

Fifth Amendment dated as of July 11, 2005 to RevolvingCredit Agreement (the “Fifth Amendment”),by and among**KEANE, INC.,** a Massachusettscorporation (the “Borrower”) and **BANK OF AMERICA, N.A.** (as successor bymerger to **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 **BANK OF AMERICA, N.A.**(as successor by merger to **FLEET NATIONAL BANK)**inits capacity 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 Fifth 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 hereby acknowledged,the parties hereto hereby agree as follows:

 

**§1.****                               Amendment to §4 of the Credit Agreement.**  Section 4 of the Credit Agreement is herebyamended as follows:

 

(a)                                  Section4.1.1 of the Credit Agreement is hereby amended by deleting §4.1.1 in its entiretyand restating it as follows:

 

**4.1.1.  Commitmentto Issue Letters of Credit and Similar Instruments.**  Subject to the terms and conditions hereofand the execution and delivery by the Borrower or, subject to the approval ofthe Lenders, a Subsidiary of the Borrower and countersigned by the Borrower, ofa letter of credit application on the Administrative Agent’s customary form (an“LCApplication”) or a similar application for the issuance of abank guarantee on the Administrative Agent’s customary form (a “Bank Guarantee Application” and, collectivelywith the LC Application, a “Letter of Credit Application”), theAdministrative Agent (including, for purposes of this §4, any affiliate orbranch of the Administrative Agent) on behalf of the Lenders and in relianceupon the agreement of the Lenders set forth in §4.1.4 and upon therepresentations and warranties of the Borrower contained herein, agrees, in itsindividual capacity, to issue, extend and 

 

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renew for theaccount of the Borrower one or more standby or documentary letters of credit orbank guarantees (individually, a “LetterofCredit”), insuch form as may be requested from time to time by the Borrower or a Subsidiaryof the Borrower and agreed to by the Administrative Agent and in such currencyother than Dollars as the Borrower or such Subsidiary may request and which isapproved in writing by all of the Lenders; provided, however,that, after giving effect to such request, (a) the sum of the aggregate MaximumDrawing Amount and all Unpaid Reimbursement Obligations shall not exceed theDollar equivalent of $40,000,000 at any one time and (b) the sum of (i) theMaximum Drawing Amount on all Letters of Credit, (ii) all Unpaid ReimbursementObligations, and (iii) the amount of all Revolving Credit Loans outstandingshall not exceed the Total Commitment at such time.   Notwithstanding anything to the contrarycontained herein or in any Letter of Credit Application, to the extent theBorrower requests that the Administrative Agent issue a Letter of Credit onbehalf of a Subsidiary of the Borrower, including, without limitation, thosebank guarantees in favor of the Transport Ticketing Authority of the State ofVictoria in an aggregate face amount of 45,000,000 Australian Dollars issued tosupport a certain contract obtained by one of the Borrower’s Subsidiary (the “Australian Bank Guarantees”), the Borroweragrees that the Reimbursement Obligation for such Letter of Credit shall be theobligation of the Borrower.

 

(b)                                 Section4.1.3 of the Credit Agreement is hereby amended as follows:

 

(i)                                     byinserting immediately after the first sentence of §4.1.3 the followingsentence:  “Each Lender hereby agreesthat notwithstanding anything to the contrary contained in subparagraph (b) ofthis §4.1.3, the Borrower shall be permitted to request Letters of Credit beissued with an expiry date which is a date later than the date which isfourteen (14) days (or if the Letter is confirmed by a confirmer or otherwiseprovides for one or more nominated persons, forty-five (45) days) prior to theRevolving Credit Loan Maturity Date, provided, to the extent theBorrower requests a Letter of Credit be issued with an expiry date which islater than such fourteen (14) days (or forty-five (45) days, as the case maybe) prior to the Revolving Credit Loan Maturity Date, the Borrower agrees toprovide to the Administrative Agent cash collateral in an amount of not lessthan the Maximum Drawing Amount of each such Letter of Credit by a date whichis not later than fourteen (14) days prior to the Revolving Credit LoanMaturity Date.  To the extent theBorrower fails to so provide such cash collateral by such date, it shall bedeemed 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 theAdministrative Agent to hold as cash collateral for such Letters ofCredit.  Each Lender hereby severallyagrees that it shall be absolutely liable, without regard to the occurrence ofany Default or Event of Default or any other condition precedent whatsoever, tothe extent of such Lender’s Commitment Percentage, to fund such RevolvingCredit Loan”; and

 

(ii)                                  bydeleting the words “Each Letter of Credit so issued, extended or renewed shallbe subject to the Uniform Customs and Practices for Documentary Credits” whichappear in §4.1.3. and substituting in place thereof the words “Each Letter ofCredit other than a bank guarantee so issued, extended or renewed shall besubject to the Uniform Customs and Practices for Documentary Credits”.

 

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(b)                                 Section4.6 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 theAdministrative 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 BankGuarantees, the Applicable Margin per annum with respect to Letter of CreditFees of the face amount of such Letter of Credit; and (b) in the case of theAustralian Bank Guarantees, one hundred twenty five basis points per annum withrespect 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%) perannum of the face amount of such Letter Credit which shall be for the accountof the Administrative Agent, as a fronting fee, and the balance of which Letterof Credit Fee shall be for the accounts of the Lenders in accordance with theirrespective Commitment Percentages.”

 

**§2.****                               Conditions to Effectiveness.**  This Fifth Amendment shall not becomeeffective 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 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 FifthAmendment) 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 Fifth 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 Fifth 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 Fifth 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.

 

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**§7.****                               Governing Law.**  **THIS FIFTH AMENDMENT SHALLBE 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 FifthAmendment 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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**RATIFICATIONOF GUARANTY**

 

Each of the undersigned guarantors (the “Guarantors”)hereby acknowledges and consents to the foregoing Fifth Amendment as of July11, 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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