Item 1.01 Entry into a Material Definitive Agreement.

Amendment of Existing Credit Agreement

On May 6, 2021, Robert Half International Inc. (the "Company") entered into an amendment ("Amendment No. 1") to that certain $100 million Credit Agreement dated as of May 11, 2020 (as so amended, the "Credit Agreement"). Amendment No. 1 extends the maturity of the Credit Agreement to May 2024. Upon the effectiveness of Amendment No. 1, each loan document and all other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement will remain in full force and effect. The Credit Agreement is an unsecured revolving facility. Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the London Interbank Offered Rate ("LIBOR"), or a similar substitute rate after the expiration of LIBOR, plus an applicable margin. The facility's bookrunner and lead arranger was JPMorgan Chase Bank, N.A., and the initial Lenders were JPMorgan Chase Bank, N.A. and Bank of America, N.A.

The Credit Agreement contains customary representations, warranties and affirmative covenants. The Credit Agreement also contains customary negative covenants, subject to negotiated exceptions on (i) indebtedness, (ii) liens, (iii) significant corporate changes, (iv) dispositions and (v) restricted payments. The Credit Agreement also contains customary events of default, such as payment defaults, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and certain other covenants related to the operation of the Company's business.

The above description of the Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Guaranty

On May 11, 2020, Protiviti Inc. (the "Guarantor") entered into a Guaranty (the "Guaranty") whereby the Guarantor agreed to unconditionally guarantee the obligations of the Company under the Credit Agreement. The Guaranty continues in full force and effect under the terms of Amendment No. 1.

The above description of the Guaranty is not complete and is qualified in its entirety by the actual terms of the Guaranty, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.



Exhibit                                Description

  10.1    Credit Agreement, dated as of May 11, 2020, among the Company, the
          lenders from time to time party thereto and JPMorgan Chase Bank, N.A.,
          as administrative agent, conformed to reflect the amendments effective
          as of May 6, 2021 pursuant to the Amendment No.1 described in Exhibit
          10.3.

  10.2      Guaranty, dated May 11, 2020, by Protiviti Inc. in favor of JPMorgan
          Chase Bank, N.A., as administrative agent incorporated by reference to
          Exhibit 10.2 to Registrant's Current Report on Form 8-K dated May 11,
          2020.

  10.3    Amendment No.1, dated May 6, 2021 to Credit Agreement Dated as of May
          11, 2020.

104       Cover Page Interactive Data File - the cover page XBRL tags are
          embedded within the Inline XBRL document.

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