0001193125-12-097893 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2012 • Cdi Corp • Services-help supply services

This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of November 30, 2011, by and among CDI CORP., a Pennsylvania corporation and CDI CORPORATION, a Pennsylvania corporation (each a “Borrower” and collectively, “Borrowers”), the Lenders (as hereinafter defined) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for Lenders (hereinafter referred to in such capacity as “Administrative Agent”).

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NON-COMPETITION AGREEMENT and RELEASE AND WAIVER OF CLAIMS
Non-Competition Agreement • March 6th, 2012 • Cdi Corp • Services-help supply services

THIS IS A NON-COMPETITION AGREEMENT and RELEASE AND WAIVER OF CLAIMS (hereinafter referred to as “Agreement”) made this 26th day of August 2011, by and between CDI Corporation (hereinafter referred to as “Company”) and Mark A. Kerschner (hereinafter referred to as “Employee”) which is entered into in connection with the termination of Employee’s role as Chief Financial Officer as of August 30, 2011 and Employee’s employment with Company as of September 30, 2011 (“Termination Date”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 6th, 2012 • Cdi Corp • Services-help supply services

This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated as of October 28, 2011, by and among CDI CORP., a Pennsylvania corporation and CDI CORPORATION, a Pennsylvania Corporation (each a “Borrower” and collectively, “Borrowers”), the Lenders (as hereinafter defined) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent for Lenders (hereinafter referred to in such capacity as “Administrative Agent”).

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