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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 AGREEMENT.
Section 9.1(i) of the Credit Agreement is hereby amended by deleting Section
9.1(i) in its entirety and restating it as follows:
(i) (i) Indebtedness of the Borrower incurred in connection
with the Nims Acquisition consisting of an earnout arrangement, so
long as the aggregate amount of such Indebtedness permitted by this
Section 9.1(i)(i) does not exceed $15,000,000; and (ii) third party
Indebtedness of the Borrower or any Subsidiary incurred or assumed
in connection with any Permitted Acquisition (including, without
limitation, Indebtedness consisting of earnout arrangements) so long
as the aggregate amount of all such Indebtedness under this Section
9.1(i)(ii) does not exceed $10,000,000 at any time (and, for the
avoidance of doubt, the parties hereto hereby acknowledge and agree
that Indebtedness of a Person which was incurred by a Person prior
to such Person becoming a Subsidiary hereunder shall be considered
Indebtedness assumed by such Subsidiary in connection with a
Permitted Acquisition).
SECTION 4. CONDITIONS TO EFFECTIVENESS. This Third Amendment shall
not become effective until the Administrative Agent receives a counterpart of
this Third Amendment, executed by the Borrower, the Required Lenders and the
Guarantors.
SECTION 5. 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 Third 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 Third Amendment
and the performance by the Borrower of all of its agreements and obligations
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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 6. 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 Third
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 7. 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 8. COUNTERPARTS. This Third 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 9. GOVERNING LAW. THIS THIRD 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 Third
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 Third Amendment as of February 5,
2004, 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: 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