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Exhibit 10.15
SECOND AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
Second Amendment dated as of October 17, 2003 to Revolving Credit
Agreement (the "SECOND 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
Second 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:
CALL ACQUISITION. Any acquisition by the Borrower made
after the date the Cayman Contribution has been consummated of either
(a) any of the equity interests of the Founders in Newco or (b) any of
the equity interests of employees of Newco in Newco, which acquisition
has been made pursuant to the terms of any stock restriction or
similar agreement with any such employee.
CAYMAN AGREEMENT. That certain Stockholders Agreement
dated October 17, 2003, among Newco, the Borrower and the Founders.
CAYMAN CONTRIBUTION. Those transactions or series of
related transactions pursuant to which (a) the Borrower contributes to
Newco (i) 100% of the equity interests the Borrower owns in Cayman
Holdings; (ii) those assets of the Borrower's division known as Keane
Consulting Group; and (iii) $4,250,000 in cash; and (b) the Founders
contribute to Newco 100% of such Founders' equity interests in Cayman
Holdings.
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CAYMAN HOLDINGS. Worldzen Holdings Limited, a company
formed under the laws of the Cayman Islands and, after giving effect
to the Cayman Contribution, a wholly-owned Subsidiary of Newco.
FOUNDERS. Collectively, Karen Powell and Sandeep
Bhargava.
INITIAL CAYMAN ACQUISITION. The transaction or series
of related transactions pursuant to which the Borrower purchases from
the Investors 100% of the Investors' equity interest in Cayman
Holdings (which equals 25% of all of the equity interests of Cayman
Holdings immediately prior to giving effect to the Cayman
Contribution).
INVESTORS. Collectively, Carlisle Asia Venture Partners
II, L.P. and CAVP II Co-Investment, L.P.
NEWCO. Worldzen, Inc., a Delaware corporation.
PUT ACQUISITION. Any acquisition by the Borrower made
after the date the Cayman Contribution has been consummated of either
(a) any of the equity interests of the Founders in Newco or (b) any of
the equity interests of employees of Newco in Newco, which acquisition
has been made pursuant to the terms of any stock restriction or
similar agreement with any such employee.
SECTION 2. AMENDMENT TO SECTION 7 OF THE CREDIT AGREEMENT.
Section 7.19 of the Credit Agreement is hereby amended by inserting immediately
after the words "Except as set forth on Schedule 7.19(b) hereto" which appear in
Section 7.19 the words "and except for the ownership of Newco and Newco's
wholly-owned Subsidiaries".
SECTION 3. AMENDMENT TO SECTION 8 OF THE CREDIT AGREEMENT.
Section 8 of the Credit Agreement is hereby amended as follows:
(a) Section 8.14 of the Credit Agreement is hereby amended
by (i) inserting immediately after the words "will cause each Domestic
Subsidiary created, acquired or otherwise existing on or after the Closing Date"
the words "other than Newco, but only so long as Newco is not a wholly-owned
Subsidiary of the Borrower"; and (ii) inserting at the end of Section 8.14 the
words "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.".
(b) Section 8 is further amended by inserting immediately
after Section 8.16 the following:
8.17. OWNERSHIP OF NEWCO. The Borrower will at all
times own not less than 53% of capital stock of Newco and not less
than 80% of the Voting Stock of Newco.
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SECTION 4. AMENDMENT TO SECTION 9 OF THE CREDIT AGREEMENT.
Section 9 of the Credit Agreement is hereby amended as follows:
(a) Section 9.1(h) of the Credit Agreement is hereby
amended by deleting Section 9.1(h) in its entirety and restating it as follows:
(h) Indebtedness of (i) a Subsidiary which not a
Guarantor (other than Newco) to the Borrower or a Guarantor so long as
the aggregate amount of all such Indebtedness under this Section
9.1(h)(i) does not exceed $10,000,000 at any time; and (ii) Newco to
the Borrower or a Guarantor consisting of an intercompany loan from
the Borrower or such Guarantor to Newco so long as (1) the aggregate
amount of such Indebtedness under this Section 9.1(h)(ii) does not
exceed $5,000,000 at any time; (2) both before and after giving effect
to such intercompany loan no Default or Event of Default has occurred
and is continuing or would exist as a result thereof and (3)
immediately prior to such Indebtedness being incurred the Borrower has
provided the Administrative Agent with evidence reasonably
satisfactory to the Administrative Agent that the Borrower is in
compliance with all of its financial covenants on a pro forma basis
both before and after giving effect to such Indebtedness.
(a) Section 9.3(f) of the Credit Agreement is hereby
amended by deleting Section 9.3(f) in its entirety and restating it as follows:
(f) Investments consisting of (i) the Guaranty; (ii)
Investments by the Borrower in Guarantors, so long as such Guarantors
remain a Guarantor hereunder and a Subsidiary of the Borrower; (iii)
the Investment by the Borrower in Newco after October 17, 2003 and
prior to March 31, 2004 in an aggregate amount not to exceed
$3,000,000 so long as (1) both before and after giving effect to such
Investment no Default or Event of Default has occurred and is
continuing or would exist as a result thereof and (2) immediately
prior to making such Investment, the Borrower has provided the
Administrative Agent with evidence reasonably satisfactory to the
Administrative Agent that the Borrower is in compliance with all of
its financial covenants on a pro forma basis both before and after
giving effect to such Investment; and (iv) an Investment by the
Borrower with respect to the Indebtedness permitted by Section
9.1(h)(ii) so long as all the conditions set forth in Section
9.1(h)(ii) have been satisfied.
(b) Section 9.5.1(c)(v) of the Credit Agreement is amended
by deleting Section 9.5.1(c)(v) in its entirety and restating it as follows:
(v) in the event of a stock acquisition other than the
Initial Cayman Acquisition, the Put Acquisition or the Call
Acquisition, the Person so acquired shall become a wholly-owned
Subsidiary of the Borrower and shall comply with the terms and
conditions set forth in Section 8.14.
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SECTION 5. AMENDMENT TO SECTION 13 OF THE CREDIT AGREEMENT.
Section 13.1(c) of the Credit Agreement is hereby amended by inserting
immediately after the reference "Section 8.12" a comma and the reference to
"Section 8.17".
SECTION 6. CONDITIONS TO EFFECTIVENESS. This Second Amendment
shall not become effective until the Administrative Agent receives a counterpart
of this Second Amendment, executed by the Borrower, the Required Lenders and the
Guarantors.
SECTION 7. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
repeats, on and as of the date hereof, each of the representations and
warranties made by it in Section 7 of the Credit Agreement (except to the extent
of changes resulting from transactions contemplated or permitted by the Credit
Agreement (as amended by this Second Amendment) and the other Loan Documents and
changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date), PROVIDED,
that all references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby. In addition, the Borrower hereby represents and
warrants that the execution and delivery by the Borrower of this Second
Amendment and the performance by the Borrower of all of its agreements and
obligations under the Credit Agreement as amended hereby are within the
authority of the Borrower and have been duly authorized by all necessary action
on the part of the Borrower.
SECTION 8. RATIFICATION, ETC. Except as expressly amended
hereby, the Credit Agreement , the other Loan Documents (which, for the
avoidance of doubt, shall included the Guarantees) and all documents,
instruments and agreements related thereto are hereby ratified and confirmed in
all respects and shall continue in full force and effect. The Credit Agreement
and this Second Amendment shall be read and construed as a single agreement. All
references in the Credit Agreement or any related agreement or instrument to the
Credit Agreement shall hereafter refer to the Credit Agreement as amended
hereby.
SECTION 9. NO WAIVER. Nothing contained herein shall constitute
a waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Administrative Agent or the Lenders consequent
thereon.
SECTION 10. COUNTERPARTS. This Second Amendment may be executed
in one or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.
SECTION 11. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.
KEANE, INC.
By: /s/ John J. Leahy
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John J. Leahy
Senior Vice President and Chief Financial
Officer
FLEET NATIONAL BANK
By: /s/ John Desmond
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John Desmond
Director
KEY CORPORATE CAPITAL INC.
By: /s/ Jeff Kalinowski
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Jeff Kalinowski
Vice President
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RATIFICATION OF GUARANTY
Each of the undersigned guarantors (the "GUARANTORS") hereby
acknowledges and consents to the foregoing Second Amendment as of October 17,
2003, and agrees that the Guaranty dated as of February 28, 2003 from each
Guarantor to the Administrative Agent and each Lender remains in full force and
effect, and each such Guarantor confirms and ratifies all of its obligations
thereunder.
DATASKILLS, INC.
By: /s/ John J. Leahy
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John J. Leahy, Treasurer
KEANE FEDERAL SYSTEMS, INC.
By: /s/ John J. Leahy
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John J. Leahy, Treasurer
KEANE SECURITIES CORPORATION
By: /s/ John J. Leahy
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John J. Leahy, Treasurer
KEANE TECH, LLC
BY: KEANE, INC., ITS MEMBER AND MANAGER
By: /s/ John J. Leahy
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John J. Leahy
Senior Vice President and Chief Financial
Officer
KEANE BUSINESS TRUST
By: /s/ Brian T. Keane
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Brian T. Keane, Trustee
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KEANE CARE, INC.
By: /s/ John J. Leahy
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John J. Leahy, Treasurer
KEANE SERVICE COMPANY
By: /s/ Francis M. Cleary
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Francis M. Cleary, Assistant Treasurer
KEANE INDIA HOLDINGS, INC.
By: /s/ John J. Leahy
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John J. Leahy, Treasurer