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Exhibit 10.16
THIRD AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
Third Amendment dated as of February 5, 2004 to Revolving
Credit
Agreement (the "THIRD 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
Third 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:
DEPAUL. DePaul Acquisition Corp., an Illinois
corporation and wholly-owned Subsidiary of the Borrower.
NIMS ACQUISITION. The acquisition by the Borrower made
on or after the date hereof of 100% of the Capital Stock of
Nims
Associates, Inc. pursuant to, and in compliance with, Section
9.5.1.
hereof.
SECTION 2.
AMENDMENT TO SECTION 8 OF THE CREDIT AGREEMENT.
Section 8.14 of the Credit Agreement is
hereby amended by deleting Section 8.14
in its entirety and restating it as
follows:
8.14. NEW GUARANTORS. The Borrower will cause each
Domestic Subsidiary created, acquired or otherwise existing on
or
after the Closing Date other than (a) Newco, but only so long
as
Newco is not a wholly-owned Subsidiary of the Borrower and (b)
DePaul, but only so long as DePaul has no assets, to
immediately
become a Guarantor hereunder and shall cause such
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Subsidiary to execute and deliver to the Administrative Agent,
for
the benefit of the Administrative Agent and the Lenders, a
Guaranty
and certified copies of such Subsidiary's Governing Documents,
together with legal opinions in form and substance satisfactory
to
the
Administrative Agent opining as to authorization, validity and
enforceability of such Guaranty. If, at any time after the date
Newco has been created, Newco becomes a wholly-owned Subsidiary,
the
Borrower shall cause Newco to immediately become a Guarantor
hereunder and comply with the provision of this Section 8.14.
In
addition, notwithstanding anything to the contrary contained
herein,
to the extent that (a) the Nims Acquisition has not been
consummated
on or prior to April 1, 2004, or (b) DePaul is not merged with
and
into Nims Associates, Inc. (with Nims Associates, Inc. being
the
survivor of such merger) on or prior to April 1, 2004, or (c)
DePaul
remains a Subsidiary hereunder on April 1, 2004, DePaul shall,
by
not later than April 1, 2004 become a Guarantor hereunder and
otherwise comply with the provisions of this Section 8.14.
SECTION 3. AMENDMENT
TO SECTION 9 OF THE CREDIT AGREEM
