Amendment to Promissory Note and Line of Credit Agreement between CDI Corp. and JPMorgan Chase Bank (August 29, 2006)

Summary

CDI Corp. and JPMorgan Chase Bank have amended their existing promissory note and line of credit agreement. The bank has approved a $35 million uncommitted line of credit for CDI Corp., which can be used for short-term capital needs. The interest rate and loan terms will be mutually agreed upon for each borrowing. The line of credit is not a binding commitment and is subject to ongoing financial review and documentation. The maturity date and expiration for the line of credit have been extended to November 30, 2006.

EX-10.3 3 dex103.htm AMENDMENT DATED AUGUST 29, 2006 TO THE PROMISSORY NOTE Amendment dated August 29, 2006 to the Promissory Note

Exhibit 10.3

Lee P. Brennan

Vice President

Mid-Corporation Banking Credit

August 29, 2006

CDI Corp.

1717 Arch Street, 35th Floor

Philadelphia, PA 19103

Attention: Mark Kerschner

Dear Mark:

This letter supersedes and replaces our advice of line of credit letter dated June 21, 2006.

We are pleased to advise you that based upon your annual financial statements for the fiscal year 2005, and your filings of interim information contained in your 10-Q dated as of June 30, 2006 JPMorgan Chase Bank (the “Bank”) has approved your request for a line of credit in the aggregate amount of $35,000,000.00. Our officers may, at their discretion, make short term loans to CDI Corporation, on such terms as are mutually agreed upon between us from time to time.

Borrowings under this line are intended to be used to meet your normal short term capital needs and will bear interest at such a rate as shall be mutually agreed upon by each of us from time to time.

As this line is not a commitment, credit availability is, in addition, subject to your execution and delivery of such documentation as the Bank deems appropriate and the receipt and continuing satisfaction with current financial information (including without limitation audited annual and unaudited quarterly financial statements, promptly prepared and received), which information will be furnished to the Bank as it may from time to time reasonably request, and continuing satisfaction with your financial condition, business affairs and prospects. This line expires on November 30, 2006.

We are pleased to be of service and trust you will call upon us to assist in any of your banking requirements.

Very truly yours,

/s/ Lee P. Brennan

August 29, 2006

ENDORSEMENT NO. 4

The Promissory Note dated November 16, 2004 (the “Note”) of CDI CORP. (the “Borrower”) as amended by Endorsement 1 and Endorsement 2 to which this Endorsement No. 3 is attached and evidencing a $35,000,000 uncommitted line of credit facility (“Line of Credit”) extended by JPMORGAN CHASE BANK, N.A., formerly JPMorganChase Bank (the “Bank”) to the Borrower is hereby amended by:

deleting “August 31, 2006” in the first paragraph of the Note and substituting therefore “November 30, 2006” as the amended Maturity Date of the Note and expiration date for the Line of Credit.


CDI CORP.

By:		/s/ Mark A. Kerschner
Title:

JPMORGAN CHASE BANK, N.A.

By:		/s/ Lee P. Brennan
		Vice President