EXHIBIT 10.1

  

   

  

  
    SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    

    

    

    

    THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 29, 2019 (this “Amendment”), is by and among CROSS COUNTRY HEALTHCARE, INC., a Delaware corporation (the “Borrower”),


        the Guarantors party hereto, the Lenders party hereto and SunTrust Bank, in its capacities as Administrative Agent, Swingline Lender and Issuing Bank.

    

    

    RECITALS

    

    

    WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the
        Administrative Agent are parties to that certain Amended and Restated Credit Agreement, dated as of August 1, 2017 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of October 30, 2018 and as further
        amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

    

    

    WHEREAS, the Borrower has requested that the Lenders make certain modifications to the Credit Agreement; and

    

    

    WHEREAS, the Lenders (by act of Required Lenders) have agreed to provide such requested amendments, subject to the terms
        and conditions herein;

    

    

    NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the
        receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

    

    

    
      1.             Introductory


              Paragraph and Recitals.  The above introductory paragraph and recitals of this Amendment are incorporated herein by reference as if fully set forth herein.

      

      

      2.             Definitions. 


          Capitalized terms used herein (including in the recitals hereof) and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

    

    

    

    3.        Optional Reduction of
            Aggregate Revolving Commitments.  Pursuant to Section 2.8 of the Credit Agreement (other than the requirement for three Business Days’ prior written notice, which is waived below), the Borrower hereby reduces the Aggregate Revolving
        Commitments from ONE HUNDRED FIFTEEN MILLION DOLLARS ($115,000,000) to SEVENTY-FIVE MILLION DOLLARS ($75,000,000), which partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Revolving Lender.  The
        Lenders (by act of the Required Lenders), hereby waive the notice requirements for such option reduction by the company of the Aggregate Revolving Commitments.  The Revolving Commitment of each Revolving Lender after giving effect to this optional
        reduction by the Borrower is as reflected on Schedule I attached hereto.

    

    

    4.                 Amendments.

    

    

    (a)            Section 1.1 of the Credit Agreement is amended to include the following new definitions in appropriate alphabetical order:

     

    “Accounts”
        shall mean “accounts”, as defined in Article 9 of the Uniform Commercial Code.

    

    

    
      
        


    

    

    

    “Consolidated Asset
            Coverage Ratio” shall mean, as of any date, the ratio of (a) all Accounts of the Loan Parties as of such date (less those Accounts that are not collectable or which are unlikely to be collected, in each case as determined by the
        Borrower in its reasonable discretion) to (b) Consolidated Total Debt as of such date less unencumbered and available cash and Permitted
        Investments of the Loan Parties (subject to no Liens other than those in favor of the Administrative Agent or customary Liens in favor of applicable depository banks or securities intermediaries) as of such date in an aggregate amount not to exceed
        $10,000,000.

     

    “Earn Out Obligations”
        means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition agreements, consulting agreements and other indemnity
        obligations) pursuant to the documentation relating to such Acquisition (and including fixed deferred payments related to such Acquisitions).  For purposes of determining the aggregate consideration paid for an Acquisition and for determining the
        amount of any Earn Out Obligations to be included in the definition of Consolidated Fixed Charge Coverage Ratio, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with
        GAAP.

    

    

    “Screen Rate”
        shall mean the rate specified in clause (a) of the definition of Adjusted LIBOR.

    

    

    “Second Amendment”
        shall mean that certain Second Amendment to Amended and Restated Credit Agreement dated as of March 29, 2019 by and among the Loan Parties, the Lenders party thereto and the Administrative Agent.

     

    “Second Amendment
            Effective Date” shall mean March 29, 2019.

     

    (b)            The definition of “Aggregate Revolving Commitments” in Section 1.1 of the Credit Agreement is amended by (i) replacing the text “Effective Date” with the text “Second Amendment
        Effective Date”, (ii) replacing the text “One Hundred Fifteen” with the text “Seventy-Five” and (iii) replacing the text “($115,000,000)” with the text “($75,000,000)”.

     

    (c)            The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is amended by (i) replacing the text “Level V” with the text “Level VII”, (ii) replacing the text
        “Effective Date” with the text “Second Amendment Effective Date”, (iii) replacing the text “September 30, 2017” with the text “March 31, 2019”, (iv) replacing the
        text “Level III” with the text “Level VI” and (v) amending the table therein in its entirety to read as follows:

     

    	
             

             

            Level

          	
             

             

            Consolidated Net Leverage Ratio

          	
            Eurodollar Loans,

            LIBOR Index Rate Loans and

            Letter of Credit Fee

             

          	
             

            Base Rate

            Loans

          	
             

            Commitment

            Fee

          
	
            I

          	
            < 1.50:1.00

          	
            1.75%

          	
            0.75%

          	
            0.25%

          
	
            II

          	
            > 1.50:1.00 but < 2.00:1.00

          	
            2.00%

          	
            1.00%

          	
            0.30%

          
	
            III

          	
            > 2.00:1.00 but < 2.50:1.00

          	
            2.25%

          	
            1.25%

          	
            0.30%

          
	
            IV

          	
            > 2.50:1.00 but < 3.00:1.00

          	
            2.50%

          	
            1.50%

          	
            0.35%

          
	
            V

          	
            > 3.00:1.00 but <3.50:1.00

          	
            2.75%

          	
            1.75%

          	
            0.40%

          
	
            VI

          	
            > 3.50:1.00 but <4.00:1.00

          	
            3.00%

          	
            2.00%

          	
            0.45%

          
	
            VII

          	
            > 4.00:1.00

          	
            3.25%

          	
            2.25%

          	
            0.50%

          


    

    

    
      
        


    

    

    

    (d)            The definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement is amended by replacing the text “Effective Date” in clause (ii) of the proviso therein with the
        text “Second Amendment Effective Date”.

     

    (e)            The definition of “Consolidated Net Leverage Ratio” in Section 1.1 of the Credit Agreement is amended by (i) inserting the text “and Permitted Investments” immediately following
        the text “available cash” and (ii) inserting the text “(subject to no Liens other than those in favor of the Administrative Agent or customary Liens in favor of applicable depository banks or securities intermediaries)” immediately following the
        text “Permitted Investments of the Borrower and the Guarantors”.

     

    (f)            The definition of “Consolidated Total Debt” in Section 1.1 of the Credit Agreement is amended by (i) inserting the text “(i)” immediately following the text “but excluding” and
        (ii) inserting the text “and (ii) the aggregate stated amount of letters of credit to the extent that such letters of credit (including Letters of Credit) have been Cash Collateralized” immediately prior to the final period therein.

     

    (g)            The definition of “Consolidated Total Leverage Ratio” in Section 1.1 is deleted in its entirety.

     

    (h)            The definition of “Indebtedness” in Section 1.1 of the Credit Agreement is amended by inserting the text “(including, without limitation, Earn Out Obligations) which appear as
        liabilities on the balance sheet of such Person as determined in accordance with GAAP” immediately following the text “deferred purchase price of property or services”.

     

    (i)            The definition of “Permitted Acquisition” in Section 1.1 of the Credit Agreement is amended by (i) deleting the “and” immediately prior to clause (iii) therein and (ii)
        replacing the text “earn-out obligations” with the text “Earn Out Obligations”.

     

    (j)            Section 2.16 of the Credit Agreement is amended and restated in its entirety to read as follows:

     

    Inability to Determine
            Interest Rates.

     

    (a)            If prior to the commencement of any Interest Period for any Eurodollar Borrowing,

     

     (i)   the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason
        of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR (including, without limitation, because the Screen Rate is not available or published on a current basis) for
        such Interest Period or the One Month LIBOR Index Rate, or

     

    

    (ii)   the Administrative Agent shall have received notice from the Required Lenders that the Adjusted LIBOR for such Interest Period will not adequately and fairly
      reflect the cost to such Lenders of making, funding or maintaining their (or its, as the case may be) Eurodollar Loans for such Interest Period, then the Administrative Agent shall give written notice thereof (or telephonic notice, promptly confirmed
      in writing) to the Borrower and to the Lenders as soon as practicable thereafter.  Until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances giv-ing rise to such notice no longer exist, (A) the obligations of the
      Lenders to make Eurodollar Loans or LIBOR Index Rate Loans, as applicable, or to continue or convert outstanding Loans as or into Eurodollar Loans or LIBOR Index Rate Loans, as applicable, shall be suspended and (B) all such affected Loans shall be
      converted into Base Rate Loans on the last day of the then current Interest Period applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement.  Unless the Borrower notifies the Administrative Agent at least one
      Business Day before the date of any Eurodollar Borrowing for which a Notice of Revolving Borrowing or Notice of Conversion/Continuation has previously been given that it elects not to borrow on such date, then such Revolving Borrowing shall be made
      as a Base Rate Borrowing.

     

    
      
        


    

     

    

    (b)            If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a
        public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to
        the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such
        alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin).  Notwithstanding anything to the
        contrary in Section 11.2, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the
        Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to
        such amendment.  Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described
        in clause (ii) of the first sentence of this Section 2.16(b),
        only to the extent the Screen Rate for the applicable currency and/or such Interest Period is not available or published at such time on a current basis), (x) any Notice of Conversion/Continuation that requests the conversion of any Borrowing to,
        or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (y) if any Notice of Revolving Borrowing or Notice of Swingline Borrowing requests a Eurodollar Borrowing, such Borrowing shall be made as a Base Rate Borrowing;
        provided, that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

    

    

    (k)            The portion of Section 6.1 of the Credit Agreement immediately prior to the first proviso therein is amended and restated in its entirety to read as follows:

     

    Section 6.1                          Consolidated Net Leverage Ratio.  Permit the Consolidated Net Leverage Ratio as of
        the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2017, to be greater than (a) for each Fiscal Quarter ending from September 30, 2017 through and including June 30, 2018, 3.50:1.00, (b) for the Fiscal Quarter
        ending September 30, 2018, 3.75:1.00, (c) for each Fiscal Quarter ending December 31, 2018 through and including June 30, 2019, 4.60:1.00, (d) for the Fiscal Quarter ending September 30, 2019, 4.25:1.00, (e) for the Fiscal Quarter ending December
        31, 2019, 4.00:1.00, (f) for the Fiscal Quarter ending March 31, 2020, 3.75:1.00, (g) for the Fiscal Quarter ending June 30, 2020, 3.50:1.00, (h) for the Fiscal Quarter ending September 30, 2020, 3.25:1.00, and (i) for the Fiscal Quarter ending
        December 31, 2020 and each Fiscal Quarter ending thereafter, 3.00:1.00;

     

    
      
        


    

     

    

    (l)            Section 6.1 of the Credit Agreement is further amended by (i) inserting the text “commencing with the Fiscal Quarter ending March 31, 2020 and for each Fiscal Quarter ending
        thereafter,” immediately following the text “provided, however,
        that”, (ii) replacing each instance of the text “Consolidated Total Leverage Ratio” with the text “Consolidated Net Leverage Ratio” and (iii) replacing the text “earn-out obligations” with the text “Earn Out Obligations”.

    

    

    (m)            A new Section 6.3 is added to the Credit Agreement immediately following Section 6.2 to read as follows:

    

    

    Section 6.3   Consolidated Asset Coverage Ratio.  Permit the Consolidated Asset Coverage Ratio as of the end of each
        Fiscal Quarter ending March 31, 2019 through and including the Fiscal Quarter ending December 31, 2019 (but not, for purposes of clarity, any Fiscal Quarter ending thereafter), to be less than 1.10:1.00.

    

    

    (n)            Section 7.5(d) of the Credit Agreement is amended by (i) replacing the text “covenant set forth in Section


            6.2” in clause (ii)(A) with the text “covenants set forth in Sections 6.2 and 6.3” and (ii) replacing the text “Consolidated Total Leverage Ratio” with the text “Consolidated Net Leverage Ratio”.

    

    

    (o)            Section 8.3 of the Credit Agreement is amended by replacing each instance of the text “Article VI”
        with the text “Sections 6.1 and 6.2”.

    

    

    (p)            Section 11.2(b) of the Credit Agreement is amended by inserting the text “subject to Section
            2.16(b),” immediately following the text “given; provided, that,”

    

    

    (q)            Schedule I (Commitment Amounts) to the Credit Agreement is hereby amended in its entirety to read as Schedule I (Commitment Amounts) attached hereto.

    

    

    5.            Effectiveness; Conditions Precedent.  This Amendment shall be effective upon receipt
        by the Administrative Agent of each of the following:

    

    

    (a)            a counterpart of this Amendment signed by the Administrative Agent, the Required Lenders, the Borrower and each Guarantor; and

    

    

    (b)            all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including
        reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent.

    

    

    6.            Miscellaneous.

    

    

    (a)            This Amendment shall be deemed to be, and is, a Loan Document.

    

    

    (b)            Effective as of the date hereof, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment.

    

    

    
      
        


    

    

    

    (c)            Each of the Loan Parties (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) agrees that this Amendment and all documents, agreements and
        instruments executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents or any certificates, documents, agreements and instruments executed in connection therewith
        (except to the extent such obligations are modified pursuant to this Amendment), (iii) affirms all of its obligations under the Loan Documents (as amended by this Amendment), (iv) agrees that this Amendment and all documents, agreements and
        instruments executed in connection with this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents and (v) affirms that each of the Liens granted in or pursuant to the Loan
        Documents are valid and subsisting.

    

    

    (d)            Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Lenders as follows:

    

    

    (i)             such Loan Party has taken all necessary action to authorize the execution,
        delivery and performance of this Amendment;

    

    

    (ii)           this Amendment has been duly executed and delivered by such Loan Party and
        constitutes such Loan Party’s legal, valid and binding obligations, enforceable in accordance with its terms;

    

    

    (iii)  no consent, approval, authorization or order of, or filing, registration or
        qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment; and

    

    

    (iv)  all representations and warranties of each Loan Party set forth in the Loan
        Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and
        correct in all respects) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than those representations and warranties that are
        expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties are true and correct in all respects) as of such earlier date.

    

    

    (e)            This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by telecopy), and all of said counterparts taken
        together shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by any other electronic imaging means (including pdf), shall be effective as
        delivery of a manually executed counterpart of this Amendment.

     

    (f)            This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and
        the transactions contemplated hereby shall be construed in accordance with and be governed by the Law of the State of New York.

    

    

    7.            No Other Changes.  Except as modified hereby, all of the terms and provisions of the
        Loan Documents shall remain in full force and effect.

    

    

    
      
        


    

    

    

    8.            Fees and Expenses.  The Borrower agrees to pay all reasonable out-of-pocket fees and
        expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Moore & Van Allen PLLC, counsel to the Administrative Agent.

    

    

    [SIGNATURE PAGES FOLLOW]

    

    

    

    

    

    

    
      
        


    

    

    

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

     

    

     

    

    
      	BORROWER:

              	
              CROSS COUNTRY HEALTHCARE, INC.,

              a Delaware corporation 

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	EVP and Chief Financial Officer
	
               

            	
               

            	
               

            
	GUARANTORS:

              	
              CEJKA SEARCH, INC.,

              a Delaware corporation

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	
               /s/ William J. Burns

            
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	
              Vice President

            
	
               

            	
               

            	
               

            
	
               

            	CROSS COUNTRY STAFFING, INC.,
              a Delaware corporation

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	
              William J. Burns 

              

            
	
               

            	Title:

            	
              Vice President

            
	
               

            	
               

            	
               

            
	
               

            	
              CROSS COUNTRY SUPPORT SERVICES, LLC,

              a Delaware limited liability company

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	Vice President
	
               

            	
               

            	
               

            
	
               

            	
              MDA HOLDINGS, INC.,

              a Delaware corporation 

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	Vice President
	
               

            	
               

            	
               

            
	
               

            	ASSIGNMENT AMERICA, LLC,
              a Delaware limited liability company

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	
              Vice President 

              

            


    

    

    

    

    

    CROSS COUNTRY HEALTHCARE, INC.

    

    SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    

    
      
        


    

    

    

    
      
        	

                	
                TRAVEL STAFF, LLC,

                a Delaware limited liability company 

                  

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	/s/ William J. Burns
	
                 

              	Name:

              	William J. Burns
	
                 

              	Title:

              	Vice President
	
                 

              	
                 

              	
                 

              
	

                	
                LOCAL STAFF, LLC,

                a Delaware limited liability company

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	
                 /s/ William J. Burns

              
	
                 

              	Name:

              	William J. Burns
	
                 

              	Title:

              	
                Vice President

              
	
                 

              	
                 

              	
                 

              
	
                 

              	MEDICAL DOCTOR ASSOCIATES, LLC,
                a Delaware limited liability company

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	/s/ William J. Burns
	
                 

              	Name:

              	
                William J. Burns 

                

              
	
                 

              	Title:

              	
                Vice President

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                CREDENT VERIFICATION AND LICENSING SERVICES, LLC,

                a Delaware limited liability company

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	/s/ William J. Burns
	
                 

              	Name:

              	William J. Burns
	
                 

              	Title:

              	Vice President
	
                 

              	
                 

              	
                 

              
	
                 

              	
                OWS, LLC,

                a Delaware limited liability company 

                

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	/s/ William J. Burns
	
                 

              	Name:

              	William J. Burns
	
                 

              	Title:

              	Vice President
	
                 

              	
                 

              	
                 

              
	
                 

              	NEW MEDISCAN II, LLC,
                a California limited liability company

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	/s/ William J. Burns
	
                 

              	Name:

              	William J. Burns
	
                 

              	Title:

              	
                Vice President 

                

              


      

      

      

      

      

      CROSS COUNTRY HEALTHCARE, INC.

      

      SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    

    

  

  
    
      


  

  

    
      	

              	
              MEDISCAN NURSING STAFFING, LLC,

              a California limited liability company

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	Vice President
	
               

            	
               

            	
               

            
	

              	
              MEDISCAN DIAGNOSTIC SERVICES, LLC,

              a California limited liability company

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	
               /s/ William J. Burns

            
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	
              Vice President

            
	
               

            	
               

            	
               

            
	
               

            	
              ADVANTAGE RN, LLC,

              a Delaware limited liability company

              (f/k/a ARNC HOLDCO, LLC)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	
              William J. Burns 

              

            
	
               

            	Title:

            	
              Vice President

            
	
               

            	
               

            	
               

            
	
               

            	
              ADVANTAGE ON CALL, LLC,

              a Delaware limited liability company

              (f/k/a CAOC, LLC)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	Vice President
	
               

            	
               

            	
               

            
	
               

            	
              ADVANTAGE LOCUMS, LLC,

              a Delaware limited liability company

              (f/k/a LTU, LLC) 

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	Vice President


    

    

    

    

    

    CROSS COUNTRY HEALTHCARE, INC.

    

    SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    

    
      
        


    

    

    
      	

            	
              ADVANTAGE RN LOCAL STAFFING, LLC,

              a Delaware limited liability company

              (f/k/a CARNLS, LLC)

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	
              William J. Burns 

              

            
	
               

            	Title:

            	
              Vice President

            
	
               

            	
               

            	
               

            
	
               

            	
              ARNCP, LLC,

              a Delaware limited liability company

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	Vice President
	
               

            	
               

            	
               

            
	
               

            	
              AMERICAN PERSONNEL, INC.,

              a Massachusetts corporation

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ William J. Burns
	
               

            	Name:

            	William J. Burns
	
               

            	Title:

            	Vice President


    

    

    

    

    

    CROSS COUNTRY HEALTHCARE, INC.

    

    SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

  

  
    
      


  

  

    
      	
              ADMINISTRATIVE

              AGENT:

            	
              SUNTRUST BANK,

              as Administrative Agent, as an Issuing Bank and as

              Swingline Lender

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Jonathan Hart
	
               

            	Name:

            	Jonathan Hart
	 	Title:

            	Vice President 

            


    

    

      

    

    
      CROSS COUNTRY HEALTHCARE, INC.

      

      SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    

    
      
        


    

    

    

    
      	LENDERS:	
              SUNTRUST BANK,

              as a Lender

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Jonathan Hart
	
               

            	Name:

            	Jonathan Hart
	 	Title:

            	Vice President 

            


    

    

      

    

    
      CROSS COUNTRY HEALTHCARE, INC.

      

      SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    

    
      
        


    

    

    

    
      
        	

              	
                BMO HARRIS BANK N.A.,

                as a Lender

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	/s/ Jason Deegan
	
                 

              	Name:

              	Jason Deegan
	 	Title:

              	Director 

              


      

      

        

      

      
        CROSS COUNTRY HEALTHCARE, INC.

        

        SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

      

      
        
          


      

      

      

      
        
          	

                	
                  BANK UNITED, N.A.,

                  as a Lender

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                   

                	By:

                	/s/ Vanessa C. Civalero
	
                   

                	Name:

                	Vanessa C. Civalero
	 	Title:

                	Senior Vice President 

                


        

        

          

        

        
          CROSS COUNTRY HEALTHCARE, INC.

          

          SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

        

        
          
            


        

        

        

      

    

    
      
        	

              	
                FIFTH THIRD BANK,

                as a Lender

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	By:

              	/s/ Ellie Robertson
	
                 

              	Name:

              	Ellie Robertson
	 	Title:

              	Officer 

              


      

      

        

      

      
        CROSS COUNTRY HEALTHCARE, INC.

        

        SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

      

      
        
          


      

      

      

    

    
      
        
          	

                	
                  BANK OF AMERICA, N.A.,

                  as a Lender

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                   

                	By:

                	/s/ Heath B. Lipson
	
                   

                	Name:

                	Heath B. Lipson
	 	Title:

                	Senior Vice President 

                


        

        

          

        

        
          CROSS COUNTRY HEALTHCARE, INC.

          

          SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

        

        
          
            


        

        

        

      

    

    
      	

            	
              CADENCE BANK,

              as a Lender

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Will Donnelly
	
               

            	Name:

            	Will Donnelly
	 	Title:

            	Assistant Vice President 

            


    

    

      

    

    
      CROSS COUNTRY HEALTHCARE, INC.

      

      SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    

    
      
        


    

    

    

    
      	

            	
              CAPITAL BANK-a division of FIRST TENNESSEE

              BANK NATIONAL ASSOCIATION, as a Lender

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Demetrio Papatriantafyllou
	
               

            	Name:

            	Demetrio Papatriantafyllou
	 	Title:

            	Portfolio Manager 

            


    

    

      

    

    
      CROSS COUNTRY HEALTHCARE, INC.

      

      SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    

    
      
        


    

    

    

    SCHEDULE I

    

    

    Commitment Amounts

    

    

    	
             

             

            Lenders

          	 	
            Revolving Commitment as

            of the Second Amendment

            Effective Date

          	 	 	
            Pro Rata Share of

            Revolving Commitment

          	 	 	
            Term Loan A Commitment

             as of the Second

            Amendment Effective Date

          	 	 	
            Pro Rata Share of Term

            Loan A Commitment

          	 
	
            SunTrust Bank

          	 	
            $

          	
            14,825,581.41

          	 	 	 	
            19.767441870

          	
            %

          	 	
            $

          	
            16,580,223.35

          	 	 	 	
            19.767441850

          	
            %

          
	
            BMO Harris Bank N.A.

          	 	
            $

          	
            13,081,395.35

          	 	 	 	
            17.441860461

          	
            %

          	 	
            $

          	
            14,629,608.83

          	 	 	 	
            17.441860470

          	
            %

          
	
            Bank United, N.A.

          	 	
            $

          	
            12,209,302.32

          	 	 	 	
            16.279069765

          	
            %

          	 	
            $

          	
            13,654,301.58

          	 	 	 	
            16.279069770

          	
            %

          
	
            Fifth Third Bank

          	 	
            $

          	
            12,209,302.32

          	 	 	 	
            16.279069765

          	
            %

          	 	
            $

          	
            13,654,301.58

          	 	 	 	
            16.279069770

          	
            %

          
	
            Bank of America, N.A.

          	 	
            $

          	
            12,209,302.32

          	 	 	 	
            16.279069765

          	
            %

          	 	
            $

          	
            13,654,301.59

          	 	 	 	
            16.279069770

          	
            %

          
	
            Cadence Bank

          	 	
            $

          	
            6,976,744.19

          	 	 	 	
            9.302325583

          	
            %

          	 	
            $

          	
            7,802,458.04

          	 	 	 	
            9.302325580

          	
            %

          
	
            Capital Bank

          	 	
            $

          	
            3,488,372.09

          	 	 	 	
            4.651162791

          	
            %

          	 	
            $

          	
            3,901,229.03

          	 	 	 	
            4.651162790

          	
            %

          
	
            Total:

          	 	
            $

          	
            75,000,000.00

          	 	 	 	
            100.000000000

          	
            %

          	 	
            $

          	
            83,876,424.00

          	 	 	 	
            100.000000000

          	
            %