Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, there has been significant concern about the financial viability of one of the lenders in our Credit Facility, CIT Group Inc. ("CIT").

On September 15, 2009, and effective as of September 16, 2009, CIT assigned rights and obligations under the Second Amended and Restated Credit Agreement, dated October 2, 2006, among Kforce Inc. and a syndicate of banks (the "Credit Facility") together with a corresponding portion of each of its outstanding committed loans and letter of credit obligations in an amount equal to $20.0 million to Wachovia Bank, N.A ("Wachovia"), which is also a lender in the Credit Facility. After giving effect to this assignment, the commitments of Wachovia and CIT under the Credit Facility are now $50.0 million and $15.0 million, respectively. Kforce Inc. incurred no fees in conjunction with this assignment and there were no other changes to the Credit Facility.

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