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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

FIRST AMENDMENT TO

                           REVOLVING CREDIT AGREEMENT
 | Document Parties: KEANE INC | FLEET NATIONAL BANK You are currently viewing:
This Revolving Credit Agreement involves

KEANE INC | FLEET NATIONAL BANK

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Title: FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Governing Law: Massachusetts     Date: 3/15/2004
Industry: Software and Programming    

FIRST AMENDMENT TO

                           REVOLVING CREDIT AGREEMENT
, Parties: keane inc , fleet national bank
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                                                                   Exhibit 10.14

 

                                 FIRST AMENDMENT

                                       TO

                           REVOLVING CREDIT AGREEMENT

 

          First Amendment dated as of June 11, 2003 to Revolving Credit

Agreement (the "FIRST 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

First 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:

 

          SECTION 1.      AMENDMENT TO SECTION 1 OF THE CREDIT AGREEMENT.

Section 1.1 of the Credit Agreement is hereby amended by inserting the following

definitions in the appropriate alphabetical order:

 

                         DESIGNATED EVENT. As such term is defined in the

          Subordinated Indenture.

 

                         INDENTURE EFFECTIVE DATE. The date on which the

          Subordinated Indenture becomes effective and the Borrower has incurred

          the Subordinated Debt, which date shall be prior to June 30, 2003.

 

                         INDENTURE TRUSTEE. Wachovia National Bank.

 

                         OPEN MARKET PURCHASES. The purchase by the Borrower of

          all or any portion of the Subordinated Notes from the holders thereof

          so long as (a) the total, cumulative amount of the consideration paid

           for all such purchases from and after the Indenture Effective Date

          does not exceed, in the aggregate, $15,000,000 in each fiscal year,

          and the Subordinated Notes so purchased in each case are promptly

          cancelled by the Borrower; (b) the total cumulative amount of the

          consideration paid for each Subordinated Note does not exceed 110% of

          the face amount of each such Subordinated Note plus accrued and unpaid

          interest

 

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                                        -2-

 

          thereon; (c) the Borrower has no Revolving Credit Loans outstanding

          both immediately prior to and after giving effect to such repurchase;

          and (d) the Borrower has demonstrated to the satisfaction of the

           Administrative Agent that the Borrower's Unencumbered Cash both

          immediately prior to and after giving effect to each such repurchase

          is not less than $35,000,000.

 

                         SENIOR LEVERAGE RATIO. As of any date of determination,

          the ratio of (a) Consolidated Total Funded Debt outstanding on such

          date less the aggregate amount of Subordinated Debt outstanding on

          such date to (b) Consolidated EBITDA for the Reference Period ending

           on such date (or if such date is not a fiscal quarter end date, the

          fiscal quarter most recently ended).

 

                         SUBORDINATED DEBT. Unsecured Indebtedness of the

          Borrower that is expressly subordinated and made junior to the payment

          and performance in full of the Obligations, as evidenced as such by

          the Subordinated Indenture or by another written instrument containing

          subordination provisions and terms and conditions in form and

           substance approved by the Lenders in advance in writing.

 

                         SUBORDINATED DEBT DOCUMENTS. Collectively, the

          Subordinated Purchase Agreement, the Subordinated Indenture, the

          Subordinated Registration Rights Agreement, and the Subordinated

          Notes.

 

                         SUBORDINATED INDENTURE. The Indenture dated as of a

          date after June 11, 2003 but prior to June 30, 2003 between the

          Borrower and the Indenture Trustee relating to the Subordinated Notes,

          which shall contain substantially identical terms and conditions to

          those contained in the draft Offering Memorandum dated June 11, 2003

          and distributed to the Administrative Agent and the Lenders on such

          date.

 

                         SUBORDINATED NOTES. The Convertible Subordinated

          Debentures due 2013 in the aggregate principal amount of not more than

          $150,000,000 issued pursuant to the Subordinated Indenture, which

           shall have an interest rate applicable thereto of not more than five

          percent (5%) per annum.

 

                         SUBORDINATED PURCHASE AGREEMENT. The Purchase

          Agreement, dated or to be dated after June 11, 2003 but prior to June

          30, 2003, between the Borrower and Morgan Stanley & Co. Incorporated,

          Wachovia Securities and certain other parties thereto as initial

          purchasers, relating to the issuance and sale by the Borrower of the

          Subordinated Notes.

 

                         SUBORDINATED REGISTRATION RIGHTS AGREEMENT. The

          Registration Rights Agreement, dated or to be dated after June 11,

          2003 but prior to June 30, 2003, between the Borrower and Morgan

          Stanley & Co. Incorporated, Wachovia Securities and certain other

          parties thereto as initial purchasers, relating to the issuance and

          sale by the Borrower of the Subordinated Notes.

 

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          SECTION 2.      AMENDMENT TO SECTION 7 OF THE CREDIT AGREEMENT.

Section 7 of the Credit Agreement is hereby amended by inserting immediately

after the text of Section 7.20 the following:

 

                         7.21. STATUS OF LOANS AS SENIOR DEBT. From and after

          the Indenture Effective Date, all Indebtedness of the Borrower and

          each of its Subsidiaries to the Lenders and the Administrative Agent

          in respect of the Revolving Credit Loans and the Reimbursement

          Obligations constitutes "Senior Indebtedness" or "Senior Debt" (or the

          analogous term used therein) under the terms of the Subordinated Debt

          Documents or of any other instrument evidencing or pursuant to which

          there is issued Indebtedness which purports to be Subordinated Debt of

          the Borrower or any Subsidiary.

 

                         7.22. SUBORDINATED DEBT DOCUMENTS. Each of the

          representations and warranties made by the Borrower in any of the

          Subordinated Debt Documents was true and correct in all material

          respects on the date such representations and warranties were made

          and/or deemed to have been made

 

                         7.23. NO OTHER SENIOR DEBT. The Borrower (a) has not

           designated any Indebtedness of the Borrower or any of its Subsidiaries

          as, and has no, "Designated Senior Indebtedness" (or the analogous

          term used therein) for purposes of (and as defined in) the

          Subordinated Indenture, other than the Obligations and (b) has no

          Indebtedness under a "senior credit facility" (or the analogous term

          used therein) as those terms are defined in the Subordinated Indenture

          oth


 
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