First Amendment dated October 19, 2009 to Credit Agreement



 Exhibit 10.36 
 FIRST AMENDMENT (the “First Amendment”), dated as of October 19, 2009 to the Amended and Restated Credit Agreement (the
“Credit Agreement”) dated as of November 10, 2008 among CDI Corp. (the “Company”), CDI Corporation (the “Subsidiary Borrower” and collectively with the Company, the “Borrowers”), the Guarantors and
Lenders party thereto, and JPMorgan Chase Bank, N.A. a national banking association for itself and as Administrative Agent. 
 W
I T N E S S E T H : 
 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. 
 6. Full Force and Effect. Except as expressly modified by this Amendment, all of the terms and provisions of the Credit Agreement shall continue in full force and effect, and all parties hereto
shall be entitled to the benefits thereof. 
 7. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of New York. 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their proper and duly authorized officers as of the date set forth above. 
  

			
	CDI CORP.
		
	By:	 	 /s/ Mark A. Kerschner

	Name:	 	Mark A. Kerschner
	Title:	 	Executive Vice President and CFO
	
	CDI CORPORATION
		
	By:	 	 /s/ Mark A. Kerschner

	Name:	 	Mark A. Kerschner
	Title:	 	Executive Vice President and CFO
	
	SUBSIDIARY GUARANTORS:
	
	MANAGEMENT RECRUITERS
	INTERNATIONAL, INC.
		
	By:	 	 /s/ Mark A. Kerschner

	Name:	 	Mark A. Kerschner
	Title:	 	Treasurer
	
	MRI CONTRACT STAFFING, INC.
		
	By:	 	 /s/ Joseph R. Seiders

	Name:	 	Joseph R. Seiders
	Title:	 	Vice President
	
	JPMORGAN CHASE BANK, N.A.,
	individually and as Administrative Agent
		
	By:	 	 /s/ Devin T. Roccisano

	Name:	 	Devin T. Roccisano
	Title:	 	Associate


  

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