Exhibit 10.1
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Dated September 20, 2011
among
THE FINANCIAL INSTITUTIONS NAMED HEREIN,
as the Lenders
and
BANK OF AMERICA, N.A.,
as the Administrative Agent
and
KFORCE INC., KFORCE GOVERNMENT SOLUTIONS, INC.,
KFORCE CLINICAL RESEARCH, INC., KFORCE CLINICAL RESEARCH FLEX, LLC,
KFORCE HEALTHCARE, INC., KFORCE HEALTHCARE FLEX, LLC,
KCR CANADA, INC., KCR PUERTO RICO, LLC,
and
CERTAIN OTHER SUBSIDIARIES OF KFORCE INC.
FROM TIME TO TIME PARTY HERETO AS BORROWERS,
as the Borrowers
and
CERTAIN SUBSIDIARIES OF THE BORROWERS
FROM TIME TO TIME PARTY HERETO AS GUARANTORS,
as the Guarantors
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Sole Lead Arranger and Book Manager
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Syndication Agent
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is dated
September 20, 2011, among the financial institutions from time to time parties
hereto (such financial institutions, together with their respective successors
and assigns, are referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"), BANK OF AMERICA, N.A., a national banking
association, individually as a Lender and the Letter of Credit Issuer and in its
capacity as agent for the Lenders (together with its successors and assigns in
its capacity as agent, the "Administrative Agent"), and KFORCE INC., a Florida
corporation (the "Parent"), KFORCE GOVERNMENT SOLUTIONS, INC., a Pennsylvania
corporation ("Government Solutions"), KFORCE CLINICAL RESEARCH, INC., a Florida
corporation ("Clinical Research"), KFORCE CLINICAL RESEARCH FLEX, LLC, a Florida
limited liability company ("Clinical Research Flex"), KFORCE HEALTHCARE, INC., a
Florida corporation ("Healthcare"), KFORCE HEALTHCARE FLEX, LLC, a Florida
limited liability company ("Healthcare Flex"), KCR CANADA, INC., a Florida
corporation ("KCR Canada"), and KCR PUERTO RICO, LLC, a Florida limited
liability company ("KCR Puerto Rico"), and any other Person who hereafter
becomes a "Borrower" hereunder pursuant to the terms of Section 7.26(b) hereof
(each such other Person, together with the Parent, Government Solutions,
Clinical Research, Clinical Research Flex, Healthcare, Healthcare Flex, KCR
Canada, and KCR Puerto Rico, the "Borrowers"), and the Subsidiary Guarantors (as
defined herein).
W I T N E S S E T H:
WHEREAS, the Borrowers, the Subsidiary Guarantors, the Administrative Agent and
certain of the Lenders are parties to a Second Amended and Restated Credit
Agreement dated as of October 2, 2006, as at any time heretofore amended,
modified, restated, or supplemented (collectively, the "Existing Credit
Agreement");
WHEREAS, the Borrowers, the Subsidiary Guarantors, the Administrative Agent and
the Lenders desire to amend and restate the Existing Credit Agreement on the
terms and subject to the conditions set forth herein;
WHEREAS, immediately prior to the effectiveness of this Agreement, each of PNC
Bank, National Association and The CIT Group/Business Credit, Inc. assigned on
the date hereof its Commitments and Loans under (and as defined in) the Existing
Credit Agreement to Bank of America, N.A., and upon the effectiveness of this
Agreement, the Commitments (as defined herein) shall be allocated among the
Lenders as reflected on Schedule 1.2 of this