CDI and certain of its subsidiaries entered into a credit agreement with PNC Bank as administrative agent.

The agreement provides for a five-year, $150 million senior secured revolving credit facility, which includes a $15 million Canadian sub-facility.

CDI provides engineering, IT and staffing services to clients in the energy, chemical, aerospace, defense transportation and financial services industries.

The principal balance of U.S. loans outstanding under the agreement will bear interest at a rate equal to LIBOR plus an applicable margin equal to 2.50% or a base rate that is the greatest of: (i) the rate of interest determined from time to time by PNC as its prime rate as in effect on such day, (ii) the sum of (x) the federal funds open rate, plus (y) 1/2 of 1.00% per annum, and (iii) the sum of (x) LIBOR plus (y) 1.00%, plus an applicable margin equal to 1.50%. The principal balance of Canadian loans outstanding will bear interest at a rate equal to the rate of interest determined from time to time by PNC as its reference rate as in effect on such day plus an applicable margin equal to 1.50%.

The company borrowed $100 million under the credit agreement on the closing date. The credit agreement includes covenants requiring the company to maintain certain financial ratios. The company used the proceeds of the revolving loans funded on the closing date to fund a portion of the consideration for a merger, refinance prior debt and pay fees, expenses and other transaction costs. CDI may use proceeds of loans under the revolving credit facility for working capital purposes as well.