CDI Corp Watch

from 8-K 12 pages Whereas, Borrowers Have Requested That Administrative Agent and Lenders Waive, for a Period Beginning on the Effective Date and Ending on the Date in Which the Change of Control Contract Is Validly Terminated Pursuant to Its Terms, the Application of Paragraph (C) of the Definition of “Change of Control” to the Change of Control Contract; Now, Therefore, in Consideration of the Foregoing, and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: Section 1. Definitions. Capitalized Terms Used and Not Defined in This Waiver Shall Have the Respective Meanings Given Them in the Credit Agreement. Section 2. Acknowledgments

from 10-Q 11 pages Amendment No. 2 to Credit Agreement, Waiver and Consent

from 10-Q 13 pages Amendment No. 1 to Credit Agreement

from 8-K 170 pages Credit Agreement Dated as of October 30, 2015 Among CDI Corp., Et Al. as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto Bank of America, N.A. and Bank of Montreal, as Joint Lead Arrangers and Joint Bookrunners

from 8-K 134 pages Credit Agreement Dated as of November 30, 2012 Among CDI Corp., CDI Corporation and CDI Anderselite Limited, as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Other Lenders Party Hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Book Manager

from 10-K 7 pages Second Amendment to Credit Agreement

from 10-K 7 pages First Amendment to Credit Agreement

from 8-K 78 pages Credit Agreement Dated as of October 29, 2010 Among CDI Corp. and CDI Corporation, as Borrowers, the Guarantors Party Hereto, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent

from 10-K 2 pages Whereas, the Company Has Requested the Administrative Agent to Modify the Credit Agreement in Order to Extend the Commitment Termination Date and the Administrative Agent Is Agreeable to Such Request; Now Therefore, in Consideration of the Premises and Mutual Agreements Herein Contained, the Parties Hereto Hereby Agree as Follows: 1. Definitions. Except as Otherwise Stated, Capitalized Terms Defined in the Credit Agreement and Used Herein Without Definition Shall Have the Respective Meanings Assigned to Them in the Credit Agreement. 2. Amendment to the Credit Agreement. (A) Section 1.01, Defined Terms, Is Hereby Amended by Restating the Definition of “Commitment Termination Date” to Read as Follows: “Commitment Termination Date” Means December 9, 2009. 3. Representations and Warranties. to Induce the Administrative Agent (On Behalf of the Lenders) to Enter Into This Amendment, Each Borrower Hereby Represents and Warrants That: (A) No Default or Event of Default Has Occurred and Is Continuing Under the Credit Agreement as of the Date of This Amendment and After Giving Effect Thereto. 4. Effective Date. This Amendment Shall Become Effective as of the Date Hereof When the Administrative Agent Shall Have Received Counterparts of This Amendment Duly Executed by Each of the Parties Hereto. 5. Counterparts. This Amendment May Be Signed in Any Number of Counterparts, Each of Which Shall Be an Original and All of Which Taken Together Shall Constitute a Single Instrument With the Same Effect as if the Signatures Thereto and Hereto Were Upon the Same Instrument

from 10-K 95 pages Amended and Restated Credit Agreement Dated as of November 10, 2008 Among CDI Corp. and CDI Corporation, as Borrowers, the Guarantors Party Hereto, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent

from 10-Q 4 pages Whereas, the Company Has Requested the Administrative Agent to Modify the Credit Agreement and the Administrative Agent Is Agreeable to Such Request; Now Therefore, in Consideration of the Premises and Mutual Agreements Herein Contained, the Parties Hereto Hereby Agree as Follows: 1. Definitions. Except as Otherwise Stated, Capitalized Terms Defined in the Credit Agreement and Used Herein Without Definition Shall Have the Respective Meanings Assigned to Them in the Credit Agreement. 2. Amendments to the Credit Agreement. (A) Section 1.01, Defined Terms, Is Hereby Amended: (I) by Restating the Definition of “Commitment Termination Date” to Read as Follows: “Commitment Termination Date” Means February 27, 2009.” (II) by Adding the Definition of “Permitted Investments” in the Appropriate Alphabetical Order as Follows: “Permitted Investments Means: (A) All Items Which Qualify as a “Cash Equivalent” Hereunder; (B) Short-Term Tax Exempt Debt Obligations of Governmental Authorities Consisting of Municipal Notes, Commercial Paper, Auction Rate Notes and Floating Rate Notes Rated A1/P1 by S&P or Moody’s, Municipal Notes Rated Sp1/Mig-1 or Better and Bonds Rated Aa or Better; (C) Corporate Debt Instruments (Including Rule 144a Debt Securities) Which Are Denominated and Payable in U.S. Dollars and Are Rated by S&P or Moody’s A3/a- Or Better Or, in the Case of Commercial Paper, A2/P2 or Better; and (D) Auction Preferred Stock and Auction Rate Certificates Rated at Least Aa/Aa by S&P or Moody’s That Have Not More Than 180 Days Until the Next Auction at Date of Purchase.”

from 10-Q 71 pages Credit Agreement Dated as of February 28, 2007 Among CDI Corp. and CDI Corporation, as Borrowers, the Guarantors Party Hereto, the Lenders Party Hereto and Jpmorgan Chase Bank, N.A., as Administrative Agent

from 10-Q 1 page Note $1,800,000 Philadelphia, Pennsylvania in Return for a Loan That We Have Received, We, Roger and Georgeann Ballou, Promise to Pay to CDI Corporation ("CDI") at 1717 Arch Street, Philadelphia, Pennsylvania 19103 the Amount of One Million Eight Hundred Thousand Dollars ($1,800,000) ("The Principal Amount"), Plus Interest. Interest Will Accrue on the Outstanding Balance of the Principal Amount at an Annual Rate Equal to the Prime Rate as Published in the Wall Street Journal. Interest Will Be Calculated by Applying the Prime Rate in Effect on the First Day of Each Month During the Term of This Note to the Amount Outstanding During That Month. the Prime Rate in Effect on the Date of This Note Will Apply to the Amount Outstanding During the Remainder of the Month in Which This Note Is Made. We Will Pay the Principal Amount and All Accrued Interest on (I) the Date on Which We Sell Our House at 1910 - 24th Street Nw, Washington, DC 20008 ("The Real Estate") or (II) July 31, 2002, Whichever Occurs First. in the Event We Do Not Make Full Payment When It Becomes Due, and in Addition to All Other Rights CDI May Have at Law With Respect to Such Non-Payment, Roger Ballou Hereby Authorizes CDI to Withhold Payment of All Salary, Bonus or Other Compensation (Net of All Applicable Withholdings) Which Would Otherwise Be Payable by CDI to Him and to Apply Such Withheld Amounts to the Reduction of the Amount Due Hereunder and to Continue to So Withhold Until the Amount Due Hereunder, Including All Accrued Interest, Is Paid in Full. We Acknowledge That Our Obligations Hereunder Will Be Secured by a Mortgage on the Real Estate. the Undersigned Agree to Pay the Actual Expenditures, Including Reasonable Attorneys' Fees, Incurred by CDI if Efforts Need to Be Undertaken by CDI to Collect the Amounts Due Hereunder. - Witness Roger H. Ballou - Witness Georgeann Ballou Date