Lee P. Brennan
Mid-Corporation Banking Credit
August 29, 2006
1717 Arch Street, 35th Floor
Philadelphia, PA 19103
Attention: Mark Kerschner
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:
|1.||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.|
|By:||/s/ Mark A. Kerschner|
|JPMORGAN CHASE BANK, N.A.|
|By:||/s/ Lee P. Brennan|