0001104659-06-033386 Sample Contracts

RESIGNATION AND CONSULTING AGREEMENT
Resignation and Consulting Agreement • May 10th, 2006 • Keane Inc • Services-computer programming services • Massachusetts

This Resignation Agreement (the “Agreement”) is made and effective this 10th day of May, 2006 (the “Effective Date”) by and between Keane, Inc. (the “Company”) and Brian T. Keane (“Mr. Keane”) (collectively, the “Parties”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 10th, 2006 • Keane Inc • Services-computer programming services • Massachusetts

First Amendment dated as of March 21, 2006 to Credit Agreement (the “First Amendment”), by and among KEANE, INC., a Massachusetts corporation (the “Borrower”) and BANK OF AMERICA, N.A. and the other lending institutions listed on Schedule 2.01 to the Credit Agreement (as hereinafter defined) (the “Lenders”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), amending certain provisions of the Credit Agreement dated as of September 15, 2005 (as amended and in effect from time to time, the “Credit Agreement”) by and among the Borrower, the Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Keybank National Association, as Syndication Agent and Wachovia Bank, National Association, as Documentation Agent. Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.

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