<Page>
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
<Page>
-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.
<Page>
-3-
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