Second Amendment to Credit Agreement



 Exhibit 4.1 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”), dated as of July 25, 2011, is entered into among AMN HEALTHCARE, INC., a Nevada corporation (the “Borrower”), AMN HEALTHCARE SERVICES, INC., a Delaware
corporation (the “Parent”), the Subsidiary Guarantors identified on the signature pages hereto, the lenders identified on the signature pages hereto (the “Lenders”) and BANK OF AMERICA, N.A., as
Administrative Agent (the “Administrative Agent”). 
 W I T N E S S E T H 

WHEREAS, the Borrower, the Parent, the Subsidiary Guarantors, the Lenders party thereto, the Administrative Agent and the
Syndication Agent (as defined therein) have entered into that certain Credit Agreement dated as of December 23, 2009, (as amended by that certain First Amendment to Credit Agreement dated as of September 1, 2010 and as further amended,
amended and restated, modified and supplemented in accordance with the terms thereof, the “Existing Credit Agreement”); 
 WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Existing Credit Agreement; 
 WHEREAS, simultaneously with this Amendment, the Borrower is entering into that certain First Amendment to Second Lien Credit Agreement dated as of the date hereof with the Parent, each Subsidiary
Guarantor party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent; 
 WHEREAS, the
Requisite Lenders, Lenders holding in the aggregate at least a majority of the Revolving Commitments, Lenders holding in the aggregate at least a majority of the outstanding Tranche B Loan and each Lender that is increasing its Revolving Commitment
pursuant to this Amendment have agreed to amend the Existing Credit Agreement in accordance with such requests and as provided herein; and 
 NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows: 
 PART 1 
 DEFINITIONS 
 SUBPART 1.1 Certain Definitions. Unless
otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings: 

“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby. 

“Second Amendment” has the meaning set forth in Part 3. 

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this
Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement. 







 PART 2 
 AMENDMENTS TO EXISTING CREDIT AGREEMENT 
 Effective on (and subject to the
occurrence of) the Second Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2. 
 SUBPART 2.1 Amendments to Section 1.1. The definition of “Excess Cash Flow” is hereby amended and restated in its entirety to read as follows: 

“Excess Cash Flow” means, with respect to any fiscal year period of the Consolidated Parties on a
consolidated basis, an amount equal to (a) Consolidated EBITDA minus (b) Consolidated Capital Expenditures minus (c) Consolidated Cash Interest Expense minus (d) to the extent not taken into account in the
calculation of Excess Cash Flow for any prior fiscal year, Federal, state and other income taxes accrued or paid (without duplication) by the Consolidated Parties on a consolidated basis minus (e) Consolidated Scheduled Funded Debt
Payments minus (f) increases in Consolidated Net Working Capital minus (g) the cash amount of all Investments of the types referred to in clauses (ix), (xiii) and (xiv) of the definition of “Permitted
Investments” set forth in this Section 1.1 minus (h) to the extent included in the calculation of Consolidated EBITDA, (i) Extraordinary Receipts applied to eligible reinvestments pursuant to
Section 7.6(b) or as mandatory prepayments of the Loans pursuant to Section 3.3(b)(iii)(B), (ii) so long as the Borrower is in compliance with Section 3.3(b)(iii)(A), Net Cash Proceeds received pursuant to any Asset
Dispositions, (iii) expected but unrealized cost reduction synergies in connection with the Medfinders Acquisition in an amount not to exceed the amounts set forth on Schedule 1.1(E) for the four fiscal quarter period ending on such date,
(iv) for the fiscal year ending December 31, 2010 only, cash on hand of the Credit Parties used on the Closing Date to consummate the Medfinders Acquisition and (v) cash restructuring charges relating to reductions in the workforce
and the termination of leases incurred during such period in an aggregate amount not to exceed $2,500,000 during the term of this Agreement minus (i) cash payroll tax payments incurred in association with the net settlement of equity
awards that are charged against shareholders equity plus (j) decreases in Consolidated Net Working Capital. 

SUBPART 2.2 Amendments to Section 2.1(a). Section 2.1(a) of the Existing Credit Agreement is hereby amended by
replacing the phrase “FORTY MILLION DOLLARS ($40,000,000)” therein with the phrase “FIFTY MILLION DOLLARS ($50,000,000)”. 
 SUBPART 2.3 Amendment to Section 2.5. Section 2.5 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: 

2.5 Increase in Revolving Commitments. 

(a) Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative
Agent (which shall promptly notify the existing Revolving Lenders), the Borrower may, from time to time, request an increase in the Revolving Committed Amount in an amount not to exceed FIFTEEN MILLION DOLLARS ($15,000,000); provided
that the additional Revolving Commitments of an existing Lender and each new Revolving Commitment from a new Lender obtained by the Borrower in accordance with Section 2.5(c) shall mature on the Revolving Maturity Date. At the time of
sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each existing Revolving Lender is requested to respond (which shall in no event be less than ten (10) Business Days
from the date of delivery of such notice to the existing Revolving Lenders). Any additional 

  
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Revolving Commitments and Revolving Loans provided under this Section 2.5 shall have terms identical to the Revolving Commitments and Revolving Loans existing on the Closing Date,
except for fees payable to Revolving Lenders providing Revolving Commitments under this Section 2.5. Any such increase shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof. 

(b) Revolving Lender Elections to Increase. Each existing Revolving Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such
time period shall be deemed to have declined to increase its Revolving Commitment. 
 (c) Notification by
Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower of the existing Revolving Lenders’ responses to the request made hereunder. To achieve the full amount of a requested increase and subject to the
approval of the Administrative Agent, the Issuing Lender and the Swingline Lender (which approval shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Revolving Lenders (such Eligible Assignees,
together with the existing Revolving Lenders agreeing to increase their Revolving Commitment, the “Incremental Lenders”) pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and
its counsel and the Borrower. 
 (d) Effective Date and Allocations. If the Revolving Commitments are
increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall
promptly notify the Borrower and the Incremental Lenders of the final allocation of such increase and the Increase Effective Date. 
 (e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Credit Party dated as
of the Increase Effective Date signed by an Executive Officer of such Credit Party (A) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (B) in the case of the Borrower,
certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Section 6 and the other Credit Documents are true and correct in all material respects on and as of the Increase
Effective Date, 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 as of such earlier date, (y) the Borrower shall have delivered
to the Administrative Agent an officer’s certificate demonstrating that, upon giving effect to the increase of the Revolving Committed Amount (assuming the full amount of such increase was drawn) on a pro forma basis, no Default or Event of
Default would exist as the result of a violation of Section 7.11(a) or Section 7.11(b) and (z) no Default or Event of Default exists and (ii) favorable opinions of counsel to the Credit Parties, all in form, content
and scope reasonably satisfactory to the Administrative Agent. The Borrower shall prepay any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.12) to the extent
necessary to keep the outstanding Revolving Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Revolving Commitments under this Section. 

(f) Revolving Notes. Upon the request of any Incremental Lender made through the Administrative Agent, the Borrower
shall execute and deliver to such Incremental Lender (through the Administrative Agent) a promissory note, substantially in the form of Exhibit 2.1(e), which shall evidence such Incremental Lender’s Revolving Commitment in addition
to such accounts or records. 

  
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 SUBPART 2.4 Amendments to Section 3.3(b). Section 3.3(b)(ii) of the
Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: 
  

	 	(ii)	Excess Cash Flow. Within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2010), the Borrower shall
prepay the Loans in an amount equal to (a) 60% of Excess Cash Flow; provided, however, beginning with the fiscal year ending December 31, 2011, if the Consolidated Leverage Ratio as of the last day of such fiscal year is less
than 1.75 to 1.0, then the Borrower shall prepay the Loans in an amount equal to 50% of Excess Cash Flow minus (b) the amount of any voluntary prepayments of the Tranche B Loan or (to the extent accompanied by a reduction in the
Revolving Committed Amount) the Revolving Loans, for such prior fiscal year (any such prepayment required by this clause (ii) to be applied as set forth in clause (vi) below). 


SUBPART 2.5 Amendments to Section 7.11. Section 7.11 of the Existing Credit Agreement is hereby amended and
restated in its entirety to read as follows: 
 (a) Consolidated Leverage Ratio. The Credit Parties shall
not permit the Consolidated Leverage Ratio as of the last day of any fiscal quarter of the Consolidated Parties to be greater than: 
  

									
	 Fiscal Year
	  	March 31	  	June 30	  	September 30	  	December 31
	 2010
	  	N/A	  	N/A	  	4.25 to 1.0	  	4.25 to 1.0
	 2011
	  	4.25 to 1.0	  	4.50 to 1.0	  	4.50 to 1.0	  	4.50 to 1.0
	 2012
	  	4.50 to 1.0	  	4.25 to 1.0	  	4.00 to 1.0	  	3.75 to 1.0
	 2013
	  	3.50 to 1.0	  	3.25 to 1.0	  	3.00 to 1.0	  	2.50 to 1.0
	 2014 and thereafter
	  	2.25 to 1.0	  	2.25 to 1.0	  	2.25 to 1.0	  	2.25 to 1.0

 (b) Consolidated Fixed Charge Coverage Ratio. The Credit Parties shall not permit
the Consolidated Fixed Charge Coverage Ratio as of the last day of any fiscal quarter of the Consolidated Parties to be less than: 
  

									
	 Fiscal Year
	  	March 31	  	June 30	  	September 30	  	December 31
	 2009
	  	N/A	  	N/A	  	N/A	  	1.75 to 1.0
	 2010
	  	1.75 to 1.0	  	1.30 to 1.0	  	1.30 to 1.0	  	1.30 to 1.0
	 2011
	  	1.30 to 1.0	  	1.30 to 1.0	  	1.10 to 1.0	  	1.10 to 1.0
	 2012 and thereafter
	  	1.10 to 1.0	  	1.10 to 1.0	  	1.10 to 1.0	  	1.10 to 1.0

 (c) Minimum Liquidity. The Credit Parties shall not permit Liquidity at any time
following the First Amendment Effective Date to be less than $15,000,000. 

  
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 (d) Consolidated First Lien Leverage Ratio. The Credit Parties shall
not permit the Consolidated First Lien Leverage Ratio as of the last day of any fiscal quarter of the Consolidated Parties to be greater than: 
  

									
	 Fiscal Year
	  	March 31	  	June 30	  	September 30	  	December 31
	 2010
	  	N/A	  	N/A	  	3.75 to 1.0	  	3.75 to 1.0
	 2011
	  	3.75 to 1.0	  	3.75 to 1.0	  	3.75 to 1.0	  	3.75 to 1.0
	 2012
	  	3.75 to 1.0	  	3.50 to 1.0	  	3.25 to 1.0	  	3.00 to 1.0
	 2013
	  	2.75 to 1.0	  	2.50 to 1.0	  	2.25 to 1.0	  	2.00 to 1.0
	 2014 and thereafter
	  	2.00 to 1.0	  	2.00 to 1.0	  	2.00 to 1.0	  	2.00 to 1.0

 SUBPART 2.6 Amendment to Schedule 1.1E Schedule 1.1E of the Existing Credit Agreement is
hereby amended and restated in its entirety to read as attached as Exhibit A. 
 SUBPART 2.7 Amendment to Schedule
2.1(a) Schedule 2.1(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as attached as Exhibit B. 
 PART 3 
 CONDITIONS TO EFFECTIVENESS 

SUBPART 3.1 Second Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the
“Second Amendment Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “Second
Amendment”. 
 SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have
received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrower, the Parent, the Subsidiary Guarantors, the Requisite Lenders, Lenders holding in the aggregate at least a majority of the
Revolving Commitments, Lenders holding in the aggregate at least a majority of the outstanding Tranche B Loan, each Lender that is increasing its Revolving Commitment pursuant to this Amendment and the Administrative Agent. 

SUBPART 3.3 Second Lien Amendment. The Administrative Agent and the Lenders shall have received satisfactory evidence that
the Second Lien Credit Agreement has been (or simultaneously with the Second Amendment Effective Date, will be) amended in a manner satisfactory to the Administrative Agent and the Lenders. 

SUBPART 3.4 Opinions of Counsel. The Administrative Agent shall have received favorable opinions of legal counsel to the
Credit Parties reasonably requested by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. 
 SUBPART 3.5 Resolutions. The Administrative Agent shall have received copies of such certificates of resolutions or other action of the Credit Parties reasonably requested by the
Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent. 

  
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 SUBPART 3.6 Fees and Expenses. The Administrative Agent shall have received
from the Borrower (i) the aggregate amount of all fees and expenses payable to the Administrative Agent and the Arrangers in connection with the consummation of the transactions contemplated hereby, (ii) for the account of each Revolving
Lender approving this Amendment by 9:00 a.m. Eastern Time on July 25, 2011, an amendment fee in an amount equal to 25 basis points on such Lender’s Revolving Commitment held immediately prior to the Second Amendment Effective Date,
(iii) for the account of each Tranche B Lender approving this Amendment by 9:00 a.m. Eastern Time on July 25, 2011, an amendment fee in an amount equal to 25 basis points on such Lender’s Tranche B Loans held immediately prior to the
Second Amendment Effective Date, and (iv) all reasonable and documented out-of-pocket costs 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, special counsel to the Administrative Agent. 
 PART 4

 MISCELLANEOUS 
 SUBPART 4.1 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, (a) no Default or Event of Default exists under
the Existing Credit Agreement, after giving effect to this Amendment and (b) the representations and warranties set forth in Section 6 of the Amended Credit Agreement are, subject to the limitations set forth therein, true and correct in
all material respects as of the date hereof (except for those which expressly relate to an earlier date, in which case, they were true and correct in all material respects as of such earlier date). 

SUBPART 4.2 Cross-References. References in this Amendment to any Part or Subpart are, unless otherwise specified, to such
Part or Subpart of this Amendment. 
 SUBPART 4.3 Instrument Pursuant to Existing Credit Agreement. This Amendment
is executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit Agreement. 

SUBPART 4.4 References in Other Credit Documents. At such time as this Amendment shall become effective pursuant to the
terms of Subpart 3.1, all references to the “Credit Agreement” shall be deemed to refer to the Amended Credit Agreement. 
 SUBPART 4.5 Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. Delivery of executed counterparts of the Amendment by facsimile or other electronic transmission shall be effective as an original and shall constitute a representation that an original shall be delivered
upon the request of the Administrative Agent. 

  
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 SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 SUBPART 4.7 Acknowledgment. The Guarantors
acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment does not operate to reduce or discharge the Guarantors’ obligations under the Amended Credit Agreement or the other Credit Documents. The
Guarantors further acknowledge and agree that the Guarantors have no claims, counterclaims, offsets, or defenses to the Credit Documents and the performance of the Guarantors’ obligations thereunder or if the Guarantors did have any such
claims, counterclaims, offsets or defenses to the Credit Documents or any transaction related to the Credit Documents, the same are hereby waived, relinquished and released in consideration of the Lenders’ execution and delivery of this
Amendment. Each Guarantor also hereby confirms and agrees that notwithstanding the effectiveness of this Amendment, the Collateral Documents to which each of the undersigned is a party and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Credit Party Obligations. 
 SUBPART 4.8 Binding Effect. This
Amendment, the Existing Credit Agreement as amended by this Amendment and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter
hereof. These Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. Except as expressly modified and amended in this
Amendment, all the terms, provisions and conditions of the Credit Documents shall remain unchanged and shall continue in full force and effect. 
 SUBPART 4.9 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

SUBPART 4.10 General. Except as amended hereby, the Existing Credit Agreement and all other credit documents shall continue
in full force and effect. 
 SUBPART 4.11 Severability. If any provision of this Amendment is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

 [Remainder of Page Intentionally Left Blank] 

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

					
	BORROWER:	 	AMN HEALTHCARE, INC.
			
		 	By:	 	 /s/ Brian M. Scott

		 	Name:	 	Brian M. Scott
		 	Title:	 	Chief Financial Officer
		
	PARENT:	 	AMN HEALTHCARE SERVICES, INC.
			
		 	By:	 	 /s/ Brian M. Scott

		 	Name:	 	Brian M. Scott
		 	Title:	 	Chief Financial Officer
			
	SUBSIDIARY	 		 	
	GUARANTORS:	 	AMN SERVICES, INC.
			
		 	By:	 	 /s/ Brian M. Scott

		 	Name:	 	Brian M. Scott
		 	Title:	 	Chief Financial Officer
		
		 	O’GRADY-PEYTON INTERNATIONAL (USA), INC.
			
		 	By:	 	 /s/ Brian M. Scott

		 	Name:	 	Brian M. Scott
		 	Title:	 	Chief Financial Officer
		
		 	 INTERNATIONAL HEALTHCARE
 RECRUITERS, INC.

			
		 	By:	 	 /s/ Brian M. Scott

		 	Name:	 	Brian M. Scott
		 	Title:	 	Chief Financial Officer


  
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Amendment to First Lien Credit Agreement 








 
			
	AMN STAFFING SERVICES, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	THE MHA GROUP, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	MERRITT, HAWKINS & ASSOCIATES
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	AMN HEALTHCARE ALLIED, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	RN DEMAND, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	STAFF CARE, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	MHA ALLIED CONSULTING, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	AMN ALLIED SERVICES, LLC
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer



  
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Amendment to First Lien Credit Agreement 








 
			
	LIFEWORK, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	PHARMACY CHOICE, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	RX PRO HEALTH, INC.
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	 NURSEFINDERS, LLC,
 a Texas limited liability company

		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	 B.C.P., INC.,

a Hawaii corporation

		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer



  
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Amendment to First Lien Credit Agreement 








 
			
	NF SERVICES, INC.,
	a New York corporation
		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	 LINDE HEALTH CARE STAFFING, INC.,
 a Missouri corporation

		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	 CLUB STAFFING, LLC,
 a Delaware limited liability company

		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	 RADIOLOGIC ENTERPRISES, LLC,
 a North Carolina limited liability company

		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer
	
	 NATIONAL HEALTHCARE STAFFING, LLC,
 a Florida limited liability company

		
	By:	 	 /s/ Brian M. Scott

	Name:	 	Brian M. Scott
	Title:	 	Chief Financial Officer



  
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Amendment to First Lien Credit Agreement 









					
	ADMINISTRATIVE AGENT:	 	BANK OF AMERICA, N. A.,
		 	in its capacity as Administrative Agent
			
		 	By:	 	 /s/ Robert Rittelmeyer

		 	Name:	 	Robert Rittelmeyer
		 	Title:	 	Vice President
		
	LENDERS:	 	BANK OF AMERICA, N. A.,
		 	in its capacity as Lender, Issuing Lender and Swingline Lender
			
		 	By:	 	  

		 	Name:	 	Zubin R. Shroff
		 	Title:	 	Director


  
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Amendment to First Lien Credit Agreement 









					
	ADMINISTRATIVE AGENT:	 	BANK OF AMERICA, N. A.,
		 	in its capacity as Administrative Agent
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
	LENDERS:	 	BANK OF AMERICA, N. A.,
		 	in its capacity as Lender, Issuing Lender and Swingline Lender
			
		 	By:	 	 /s/ Robert LaPorte

		 	Name:	 	Robert LaPorte
		 	Title:	 	Vice President


  
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Amendment to First Lien Credit Agreement 








 
					
	APOSTLE LOOMIS SAYLES
	CREDIT OPPORTUNITIES FUND,
	As Lender
		
	By:	 	Loomis, Sayles & Company, L.P.,
		 	Its Investment Manager
		
	By:	 	Loomis, Sayles & Company, Incorporated,
		 	Its General Partner
		
	  
	 	, as a Lender
		
	By:	 	 /s/ Mary McCarthy

	Name:	 	Mary McCarthy
	Title:	 	Vice President



  
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Amendment to First Lien Credit Agreement 








 
			
	Atrium IV, as a Lender
		
	By:	 	 /s/ Louis Farano

	Name:	 	Louis Farano
	Title:	 	Authorized Signatory



  
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Amendment to First Lien Credit Agreement 








 
			
	Atrium V
		
	By:	 	Credit Suisse Asset Management, LLC, as collateral manager, as a Lender



			
		
	By:	 	 /s/ Louis Farano

	Name:	 	Louis Farano
	Title:	 	Authorized Signatory



  
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Amendment to First Lien Credit Agreement 








 
			
	Cumberland II CLO Ltd.
	Marquette Park CLO Ltd.
	Bridgeport CLO Ltd.
	Schiller Park CLO Ltd.
	Burr Ridge CLO Plus Ltd.
	Bridgeport CLO II Ltd.
	DFR Middle Market CLO Ltd.
	
	By: Deerfield Capital Management LLC, its
	Collateral Manager
		
	By:	 	 /s/ Glenn Duffy

	Name:	 	Glenn Duffy
	Title:	 	Authorized Signatory



  
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Amendment to First Lien Credit Agreement 








 
			
	Castle Garden Funding, as a Lender
		
	By:	 	 /s/ Louis Farano

	Name:	 	Louis Farano
	Title:	 	Authorized Signatory



  
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Amendment to First Lien Credit Agreement 








 
			
	Cent CDO 10 Limited
		
	By:	 	Columbia Management Investment
		 	Advisers, LLC, as Collateral Manager, as a Lender



			
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
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Amendment to First Lien Credit Agreement 








 
			
	Cent CDO 12 Limited
		
	By:	 	Columbia Management Investment
		 	Advisers, LLC, as Collateral Manager, as a Lender



			
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
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Amendment to First Lien Credit Agreement 








 
			
	Cent CDO 14 Limited
		
	By:	 	Columbia Management Investment
		 	Advisers, LLC, as Collateral Manager, as a Lender



			
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
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Amendment to First Lien Credit Agreement 








 
			
	Cent CDO 15 Limited
		
	By:	 	Columbia Management Investment
		 	Advisers, LLC, as Collateral Manager, as a Lender



			
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
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Amendment to First Lien Credit Agreement 








 
			
	Cent CDO XI Limited
		
	By:	 	Columbia Management Investment
		 	Advisers, LLC, as Collateral Manager, as a Lender



			
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
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Amendment to First Lien Credit Agreement 








 
			
	Centurion CDO 8 Limited
	By:	 	Columbia Management Investment
		 	Advisers, LLC, as Collateral Manager, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Centurion CDO 9 Limited
	By:	 	Columbia Management Investment
		 	Advisers, LLC, as Collateral Manager, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Centurion CDO VI, Ltd.
	By:	 	Columbia Management Investment
		 	Advisers, LLC,
		 	as Collateral Manager, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Centurion CDO VII Limited
	By:	 	Columbia Management Investment
		 	Advisers, LLC,
		 	as Collateral Manager, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Director of Operations



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Columbia Institutional Leveraged
	Loan Fund II, L.P.
		
	By:	 	Columbia Management
		 	Investment Advisers, LLC,
		 	As Investment Manager, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Secretary



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Cornerstone CLO Ltd.
	By: Stone Tower Debt Advisors LLC
	As Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Galaxy V CLO, Ltd.
	By: PineBridge Investments LLC
	Its Collateral Manager, as a Lender
		
	By:	 	 /s/ John Wesley Burgess

	Name:	 	John Wesley Burgess
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Galaxy VI CLO, Ltd.
	By: PineBridge Investments LLC
	Its Collateral Manager, as a Lender
		
	By:	 	 /s/ John Wesley Burgess

	Name:	 	John Wesley Burgess
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Galaxy VII CLO, Ltd.
	By: PineBridge Investments LLC
	Its Collateral Manager, as a Lender
		
	By:	 	 /s/ John Wesley Burgess

	Name:	 	John Wesley Burgess
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Galaxy VIII CLO, Ltd.
	By: PineBridge Investments LLC
	Its Collateral Manager, as a Lender
		
	By:	 	 /s/ John Wesley Burgess

	Name:	 	John Wesley Burgess
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Galaxy X CLO, Ltd.
	By: PineBridge Investments LLC
	Its Collateral Manager, as a Lender
		
	By:	 	 /s/ John Wesley Burgess

	Name:	 	John Wesley Burgess
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	GENERAL ELECTIC CAPITAL CORPORATION, as a Lender
		
	By:	 	 /s/ Peter B. Zone

	Name:	 	Peter B. Zone
	Title:	 	Its Duly Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Hewett’s Island CLO III, Ltd.
	Hewett’s Island CLO V, Ltd.
	Hewett’s Island CLO VI, Ltd.
		
	By:	 	CypressTree Investment Management, LLC, its Collateral Manager
	
	Primus CLO I, Ltd.
	Primus CLO II, Ltd.
		
	By:	 	CypressTree Investment Management, LLC, its Subadviser
		
	By:	 	 /s/ Stephen J. Vaccaro

	Name:	 	Stephen J. Vaccaro
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Hewett’s Island CLO IV, Ltd.
	By: LCM Asset Management LLC
	      As Collateral Manager, as a Lender
		
	By:	 	 /s/ Alexander B. Kenna

	Name:	 	Alexander B. Kenna
	Title:	 	



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	IBM Personal Pension Plan Trust
	By: Stone Tower Fund Management LLC
	As Its Investment Manager, as a Lender
		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	ING Capital LLC, as a Lender
		
	By:	 	 /s/ Darren Wells

	Name:	 	Darren Wells
	Title:	 	Managing Director



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	LANDMARK III CDO LIMITED
	By Aladdin Capital Management LLC, as Lender
		
	By:	 	 /s/ Thomas E. Bancroft

	Name:	 	Thomas E. Bancroft
	Title:	 	Designated Signatory
	
	LANDMARK VIII CDO LTD
	By Aladdin Capital Management LLC, as Lender
		
	By:	 	 /s/ Thomas E. Bancroft

	Name:	 	Thomas E. Bancroft
	Title:	 	Designated Signatory
	
	LANDMARK IX CDO LTD
	By Aladdin Capital Management LLC, as Lender
		
	By:	 	 /s/ Thomas E. Bancroft

	Name:	 	Thomas E. Bancroft
	Title:	 	Designated Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
					
	THE LOOMIS SAYLES
	SENIOR LOAN FUND, LLC,
	As Lender
		
	By:	 	Loomis, Sayles & Company, L.P.,
		 	Its Managing Member
		
	By:	 	Loomis, Sayles & Company, Incorporated,
		 	Its General Partner
		
	  
	 	, as a Lender
		
	By:	 	 /s/ Mary McCarthy

	Name:	 	Mary McCarthy
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Madison Park Funding I, Ltd, as a Lender
		
	By:	 	 /s/ Louis Farano

	Name:	 	Louis Farano
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Madison Park Funding III, Ltd.
	By:	 	Credit Suisse Asset Management, LLC, as collateral manager, as a Lender
		
	By:	 	 /s/ Louis Farano

	Name:	 	Louis Farano
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Madison Park Funding V, Ltd.
	By:	 	Credit Suisse Asset Management, LLC, as collateral manager, as a Lender
		
	By:	 	 /s/ Louis Farano

	Name:	 	Louis Farano
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	PineBridge Bank Loan Fund Ltd.
	By: PineBridge Investments LLC
	Its Investment Manager, as a Lender
		
	By:	 	 /s/ John Wesley Burgess

	Name:	 	John Wesley Burgess
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Rampart CLO 2006-1 Ltd.
	By: Stone Tower Debt Advisors LLC
	As Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	RiverSource Bond Series, Inc. -
	Columbia Floating Rate Fund, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Assistant Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	RiverSource Life Insurance
	Company, as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Columbia Strategic Income Fund,
	as a Lender
		
	By:	 	 /s/ Robin C. Stancil

	Name:	 	Robin C. Stancil
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Saturn CLO, Ltd.
	By: PineBridge Investments LLC
	Its Collateral Manager, as a Lender
		
	By:	 	 /s/ John Wesley Burgess

	Name:	 	John Wesley Burgess
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Stone Tower CLO III Ltd.
	By: Stone Tower Debt Advisors LLC
	As Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Stone Tower CLO IV Ltd.
	By: Stone Tower Debt Advisors LLC
	As Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Stone Tower CLO V Ltd.
	By: Stone Tower Debt Advisors LLC
	As Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Stone Tower CLO VII Ltd.
	By: Stone Tower Debt Advisors LLC
	As Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	Stone Tower Credit Funding I Ltd.
	By: Stone Tower Fund Management LLC
	As Its Collateral Manager, as a Lender
		
	By:	 	 /s/ Michael W. DelPercio

	Name:	 	Michael W. DelPercio
	Title:	 	Authorized Signatory



  
 Second
Amendment to First Lien Credit Agreement 








 
			
	SunTrust Bank, as a Lender
		
	By:	 	 /s/ Mary E. Coke

	Name:	 	Mary E. Coke
	Title:	 	Vice President



  
 Second
Amendment to First Lien Credit Agreement 








 EXHIBIT A 

SCHEDULE 1.1E 

CONSOLIDATED EBITDA ADJUSTMENTS 
 RELATING TO MEDFINDERS SYNERGIES AND INTEGRATION COSTS 
  

									
	 For the Four Fiscal Quarter Period Ending on:
	  	Maximum
Amount
of
Consolidated
Medfinders Synergies
Adjustment(1)	 	  	Maximum
Amount of 
Consolidated
Integration Cost
Adjustment	 
	 September 30, 2010
	  	$	8,162,000	  	  	$	1,500,000	  
	 December 31, 2010
	  	$	8,162,000	  	  	$	2,750,000	  
	 March 31, 2011
	  	$	6,165,000	  	  	$	3,250,000	  
	 June 30, 2011
	  	$	5,190,000	  	  	$	3,750,000	  
	 September 30, 2011
	  	$	3,236,000	  	  	$	4,000,000	  
	 December 31, 2011
	  	$	1,702,000	  	  	$	4,250,000	  
	 March 31, 2012
	  	 	N/A	  	  	$	1,500,000	  
	 June 30, 2012
	  	 	N/A	  	  	$	1,000,000	  
	 September 30, 2012
	  	 	N/A	  	  	$	500,000	  

  

	1)	the aggregate amount of all expected cost reduction synergies added back to EBITDA as a result of the Medfinders Acquisition shall not exceed $8,162,000 through the
life of the Credit Agreement. 


  
 Second
Amendment to First Lien Credit Agreement 








 EXHIBIT B 

SCHEDULE 2.1(a) 

Lenders and Commitments 
 Revolving Lenders 
 (As of the Second Amendment Effective Date)

  

									
	 Revolving Lender
	  	Revolving
Commitment	 	  	Revolving
Commitment
Percentage	 
	 BANK OF AMERICA, NA
	  	$	20,000,000.00	  	  	 	40.000000000	% 
	 SUNTRUST BANK
	  	$	25,000,000.00	  	  	 	50.000000000	% 
	 ING CAPITAL LLC
	  	$	5,000,000.00	  	  	 	10.000000000	% 
			
	 Total:
	  	$	50,000,000	  	  	 	100.0000000000	% 


  
 Second
Amendment to First Lien Credit Agreement