0001193125-03-011697 Sample Contracts

REGISTRATION RIGHTS AGREEMENT among KEANE, INC. as Issuer, and MORGAN STANLEY & CO. INCORPORATED, WACHOVIA SECURITIES, LLC and FLEET SECURITIES, INC., as Initial Purchasers Dated as of June 18, 2003
Registration Rights Agreement • June 20th, 2003 • Keane Inc • Services-computer programming services • New York

THIS REGISTRATION RIGHTS AGREEMENT dated as of June 18, 2003 among Keane, Inc., a Massachusetts corporation (the “Company”), and Morgan Stanley & Co. Incorporated, Wachovia Securities, LLC and Fleet Securities, Inc. (the “Initial Purchasers”), is entered into pursuant to the Purchase Agreement dated June 12, 2003 (the “Purchase Agreement”), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • June 20th, 2003 • Keane Inc • Services-computer programming services • Massachusetts

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.

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