Assignment and Acceptance Agreement, dated September 16, 2009.



 Exhibit 10.1 
 ASSIGNMENT AND ACCEPTANCE AGREEMENT 
 This
ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) dated as of September 16, 2009 is made between THE CIT GROUP/BUSINESS CREDIT, INC. (the “Assignor”) and WACHOVIA BANK,
NATIONAL ASSOCIATION (the “Assignee”). 
 RECITALS 
 WHEREAS, the Assignor is party to that certain Second Amended and Restated Credit Agreement dated as of October 2, 2006 (as amended,
amended and restated, modified, supplemented or renewed, the “Credit Agreement”) among Kforce Inc., a Florida corporation, and certain of its Subsidiaries, as borrowers (the “Borrowers”), certain of Borrowers’
Affiliates, the several financial institutions from time to time party thereto (including the Assignor, the “Lenders”), and Bank of America, N.A., as Administrative Agent for the Lenders (the “Administrative
Agent”). Any terms defined in the Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in the Credit Agreement; 
 WHEREAS, as provided under the Credit Agreement, the Assignor has committed to making Loans (the “Committed Loans”) to the Borrowers in an aggregate amount not to exceed $35,000,000 (the
“Commitment”); 
 WHEREAS, the Assignor has made Committed Loans in the aggregate principal amount of
$4,015,000 to the Borrowers; 
 WHEREAS, the Assignor has acquired a participation in its pro rata share of the Lenders’
liabilities under Letters of Credit in an aggregate principal amount of $1,227,524.32 (the “L/C Obligations”); and 
 WHEREAS, the Assignor wishes to assign to the Assignee part of the rights and obligations of the Assignor under the Credit Agreement in respect of its Commitment, together with a corresponding portion of each of its outstanding Committed
Loans and L/C Obligations, in an amount equal to $20,000,000 (the “Assigned Amount”) on the terms and subject to the conditions set forth herein and the Assignee wishes to accept assignment of such rights and to assume such
obligations from the Assignor on such terms and subject to such conditions; 
 NOW, THEREFORE, in consideration of the foregoing
and the mutual agreements contained herein, the parties hereto agree as follows: 
 1. Assignment and Acceptance. 
 (a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Acceptance) 57.1428571% (the “Assignee’s
Assigned Percentage Share”) of (A) the Commitment, the Committed Loans and the L/C Obligations of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection
with the Credit Agreement and the Loan Documents. 







 (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the
Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, including the requirements concerning confidentiality and the payment of
indemnification, with a Commitment in an amount set forth in Section 1(c). The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by
it as a Lender. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its
obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under Sections 4.4 and 14.11 of the Credit Agreement to the extent such rights
relate to the time prior to the Effective Date. 
 (c) After giving effect to the assignment and assumption set forth herein, on
the Effective Date the Assignee’s Commitment will be $50,000,000. 
 (d) After giving effect to the assignment and
assumption set forth herein, on the Effective Date the Assignor’s Commitment will be $15,000,000. 
 2. Payments.

 (a) As consideration for the sale, assignment and transfer contemplated in Section 1 hereof, the Assignee shall pay to
the Assignor on the Effective Date in immediately available funds an amount equal to $2,294,285.71, representing the Assignee’s Assigned Percentage Share of the principal amount of all Committed Loans. 
 (b) The Assignee further agrees to pay to the Administrative Agent a processing fee in the amount specified in Section 11.2(a) of the
Credit Agreement. 
 3. Reallocation of Payments. 
 Any interest, fees and other payments accrued to the Effective Date with respect to the Commitment, and Committed Loans and L/C Obligations shall be for the account of the Assignor. Any interest, fees and
other payments accrued on and after the Effective Date with respect to the Assigned Amount shall be for the account of the Assignee. Each of the Assignor and the Assignee agrees that it will hold in trust for the other party any interest, fees and
other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and pay to the other party any such amounts which it may receive promptly upon receipt. The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. 
 4. Independent Credit Decision. 
 The Assignee (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements of the
Borrowers, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees that it will, independently and without
reliance upon the Assignor, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under
the Credit Agreement. 
  

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 5. Effective Date; Notices. 
 (a) As between the Assignor and the Assignee, the effective date for this Assignment and Acceptance shall be September 16, 2009 (the
“Effective Date”); provided that the following conditions precedent have been satisfied on or before the Effective Date: 
 (i) this Assignment and Acceptance shall be executed and delivered by the Assignor and the Assignee; 
 (ii) the consent of the Administrative Agent required for an effective assignment of the Assigned Amount by the Assignor to the Assignee shall have been duly obtained and shall be in full force and effect
as of the Effective Date; 
 (iii) payment by the parties hereto of all amounts due in connection with this
Assignment and Acceptance and transfer of the Assigned Amount; and 
 (iv) the processing fee referred to in
Section 2(b) hereof and in Section 11.2(a) of the Credit Agreement shall have been paid to the Administrative Agent. 
 (b) Promptly following the execution of this Assignment and Acceptance, the Assignor shall deliver to the Borrowers and the Administrative Agent for acknowledgment by the Administrative Agent, a Notice of Assignment in the form attached
hereto as Schedule 1. 
 6. [Intentionally omitted.] 
 7. Withholding Tax. 
 The Assignee (a) represents and warrants to the Lender, the Administrative Agent and the Borrowers that under applicable law and treaties no tax will be required to be withheld by the Lender with respect to any payments to be made to
the Assignee hereunder, (b) agrees to furnish (if it is organized under the laws of any jurisdiction other than the United States or any State thereof) to the Administrative Agent and the Borrowers prior to the time that the Administrative
Agent or Borrowers are required to make any payment of principal, interest or fees hereunder, duplicate executed originals of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein the Assignee claims
entitlement to the benefits of a tax treaty that provides for a complete exemption from U.S. federal income withholding tax on all payments hereunder) and agrees to provide new Forms W-8ECI or W8BEN upon the expiration of any previously delivered
form or comparable statements in accordance with applicable U.S. law and regulations and amendments thereto, duly executed and completed by the Assignee, and (c) agrees to comply with all applicable U.S. laws and regulations with regard to such
withholding tax exemption. 
 8. Representations and Warranties. 
 (a) The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any Lien or other adverse claim; (ii) it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or consents, authorizations or approvals
of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Credit Agreement, no
further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; and (iv) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and
binding obligation of the Assignor, enforceable against the Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or
affecting creditors’ rights and to general equitable principles. 
  

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 (b) The Assignor makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or
document furnished pursuant thereto. The Assignor makes no representation or warranty in connection with, and assumes no responsibility with respect to, the solvency, financial condition or statements of any Borrower, or the performance or
observance by any Borrower, of any of its obligations under the Credit Agreement or any other instrument or document furnished in connection therewith. 
 (c) The Assignee represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and has taken, all action necessary to execute and deliver this
Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and Acceptance, and to fulfill its obligations hereunder; (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this Assignment and Acceptance; and apart from any agreements or undertakings or filings required
by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance; (iii) this Assignment and Acceptance has been duly executed and delivered by it and
constitutes the legal, valid and binding obligation of the Assignee, enforceable against the Assignee in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general
application relating to or affecting creditors’ rights and to general equitable principles; and (iv) it is an Eligible Assignee. 
 9. Further Assurances. 
 The Assignor and the Assignee each hereby agree to
execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other
documents or instruments to the Borrowers or the Administrative Agent, which may be required in connection with the assignment and assumption contemplated hereby. 
 10. Miscellaneous. 
 (a) Any amendment or waiver of any provision of this
Assignment and Acceptance shall be in writing and signed by the parties hereto. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof and any waiver of any breach of the
provisions of this Assignment and Acceptance shall be without prejudice to any rights with respect to any other or further breach thereof. 
 (b) All payments made hereunder shall be made without any set-off or counterclaim. 
 (c) Except as otherwise agreed in writing between the Assignor and Assignee, the Assignor and the Assignee shall each pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this
Assignment and Acceptance. 
 (d) This Assignment and Acceptance may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument. 
 (e) THIS ASSIGNMENT AND ACCEPTANCE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA. The Assignor and the Assignee each irrevocably submits to the non-exclusive jurisdiction of any State or Federal court sitting in The State of Georgia over any
suit, action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such State or Federal court. Each party to this
Assignment and Acceptance hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. 
  

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 (f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN). 
 IN WITNESS WHEREOF, the Assignor and the Assignee have
caused this Assignment and Acceptance to be executed and delivered by their duly authorized officers as of the date first above written. 
  

			
	THE CIT GROUP/BUSINESS CREDIT, INC.
		
	By:	 	/s/ Carmen Caporrino
	Name:	 	Carmen Caporrino
	Title:	 	Vice President
	
	Address for Notices:
	
	The CIT Group/Business Credit, Inc.
	11 West 42nd Street
	New York, NY 10036
	Attn:	 	Evelyn Kusold
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Lynn E. Culbreath
	Name:	 	Lynn E. Culbreath
	Title:	 	Senior Vice President
	
	Address for Notices:
	
	Wachovia Bank, National Association
	100 South Ashley Dr., Suite 1000
	Tampa, Florida 33602
	Attn:	 	Jack Nieman and Lynn E. Culbreath


  

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 SCHEDULE 1 
 to 
 ASSIGNMENT AND ACCEPTANCE 
 NOTICE OF ASSIGNMENT AND ACCEPTANCE 
 September 16, 2009 
 Bank of America, N.A. 
 300 Galleria Parkway, N.W. 
 Suite 800 

Atlanta, Georgia 30339 
 Attn: Business
Credit-Account Executive 
 Kforce Inc. 
 and the other Borrowers (as hereinafter defined) 
 1001 E. Palm Avenue, 4th floor 
 Tampa, Florida 33605 
 Attention: Ms. Judy Genshino-Kelly, 
 Assistant Treasurer 
  

	 	Re:	Kforce Inc. 

 Ladies and Gentlemen: 

We refer to the Second Amended and Restated Credit Agreement dated as of October 2, 2006 (as amended, amended and restated, modified,
supplemented or renewed from time to time the “Credit Agreement”) among Kforce Inc. and certain of its Subsidiaries, as borrowers (the “Borrowers”), the affiliates of the Borrowers party thereto, the Lenders
referred to therein and Bank of America, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein as therein defined. 
 1. We hereby give you notice of, and request the Administrative Agent’s consent to, the assignment by The CIT Group/Business Credit,
Inc. (the “Assignor”) to Wachovia Bank, National Association (the “Assignee”) of 57.1428571% of the right, title and interest of the Assignor in and to the Credit Agreement (including the right, title and interest
of the Assignor in and to the Commitments of the Assignor, all outstanding Loans made by the Assignor and the Assignor’s participation in the Letters of Credit pursuant to the Assignment and Acceptance Agreement attached hereto (the
“Assignment and Acceptance”). We understand and agree that the Assignor’s Commitment, as of September 16, 2009 (prior to giving effect to the Assignment and Acceptance), is $35,000,000, the aggregate amount of its
outstanding Loans is $4,015,000.00, and its participation in L/C Obligations is $1,227,524.32. 
 2. The Assignee agrees that,
upon receiving the consent of the Administrative Agent, the Assignee will be bound by the terms of the Credit Agreement as fully and to the same extent as if the Assignee were the Lender originally holding such interest in the Credit Agreement.








 3. The following administrative details apply to the Assignee: 
  

					
	(A)	    	Notice Address:	    	Assignee Name:
		    		    	Wachovia Bank, National Association
			
		    		    	Assignee Address:
		    		    	Wachovia Bank, National Association
		    		    	100 South Ashley Dr., Suite 1000
		    		    	Tampa, Florida 33602
		    		    	Attn: Jack Nieman and Lynn E. Culbreath
		    		    	Facsimile No.: (813) 225-4330
			
	(B)	    	Payment Instructions:	    	As on file with the Administrative Agent

 4. You are entitled to rely upon the representations, warranties and covenants of
each of the Assignor and Assignee contained in the Assignment and Acceptance. 
 5. Pursuant to Section 11.2 of the Credit
Agreement, Assignee hereby requests, and instructs the Administrative Agent to request from the Borrowers, a replacement promissory note evidencing the Assignee’s Commitment (after giving effect to the Assignment and Acceptance) in the amount
set forth in Section 1(c) of the Assignment and Acceptance. 
 IN WITNESS WHEREOF, the Assignor and the Assignee have
caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned. 
  

			
	Very truly yours,
	
	THE CIT GROUP/BUSINESS CREDIT, INC.
		
	By:	 	/s/ Carmen Caporrino
	Title:	 	Vice President
	
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Lynn E. Culbreath
	Title:	 	Senior Vice President


  

			
	ACKNOWLEDGMENT AND
ASSIGNMENT CONSENTED TO:
	
	Bank of America, N.A.,
as Administrative Agent
		
	By:	 	/s/ Andrew A. Doherty
	Title:	 	Senior Vice President

  

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