First Amendment to Second Lien Credit Agreement



 Exhibit 4.3 
 FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT 
 THIS FIRST AMENDMENT
TO SECOND LIEN 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 have entered
into that certain Second Lien Credit Agreement dated as of September 1, 2010 (as 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 Second Amendment to 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 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. 
 “First 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 First 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 the equivalent section of the First Lien Credit Agreement) or as mandatory prepayments of the Loans pursuant to
Section 3.3(b)(iii)(B) (or the equivalent section of the First Lien Credit Agreement), (ii) so long as the Borrower is in compliance with Section 3.3(b)(ii)(A) (or the equivalent section of the First Lien Credit
Agreement), 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(B)
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 3.3(b). Section 3.3(b)(i) of the Existing Credit Agreement is hereby amended
and restated in its entirety to read as follows: 
 (i) Excess Cash Flow. Within 90 days after the end of each fiscal year
(commencing with the fiscal year ending December 31, 2011), the Borrower shall prepay the Loans in an amount equal to (a) (i) if the Consolidated Leverage Ratio as of the last day of such fiscal year is greater than or equal to
2.00 to 1.0, 60% of Excess Cash Flow, (ii) if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than 2.00 to 1.0, but greater than or equal to 1.50 to 1.00, 50% of Excess Cash Flow, (iii) if the Consolidated
Leverage Ratio as of the last day of such fiscal year is less than 1.50 to 1.0, but greater than or equal to 1.00 to 1.00, 25% of Excess Cash Flow and (iv) if the Consolidated Leverage Ratio as of the last day of such fiscal year is less than
1.00 to 1.0, then no Excess Cash Flow payment shall be required minus (b) the amount of any voluntary prepayments of the Loan or any loans under the First Lien Credit Agreement, for such prior fiscal year (any such prepayment required by
this clause (i) to be applied as set forth in clause (v) below). 

  
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 SUBPART 2.3 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	  	4.75 to 1.00	  	4.75 to 1.00
	 2011
	  	4.75 to 1.00	  	4.75 to 1.00	  	4.75 to 1.00	  	4.75 to 1.00
	 2012
	  	4.75 to 1.00	  	4.50 to 1.00	  	4.25 to 1.00	  	4.00 to 1.00
	 2013
	  	3.75 to 1.00	  	3.50 to 1.00	  	3.25 to 1.00	  	2.75 to 1.00
	 2014 and thereafter
	  	2.50 to 1.00	  	2.50 to 1.00	  	2.50 to 1.00	  	2.50 to 1.00

 (a) 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 1.00 to 1.00. 
 SUBPART 2.4 Amendment to Schedule 1.1B Schedule 1.1B of the Existing Credit Agreement is hereby amended and restated in its entirety to read as attached as Exhibit A. 

PART 3 

CONDITIONS TO EFFECTIVENESS 
 SUBPART 3.1 First Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “First 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 “First 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 and the Requisite Lenders and the Administrative Agent. 

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

SUBPART 3.4 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. 
 SUBPART 3.5 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 Lender approving this Amendment by 9:00 a.m. Eastern Time on July 25, 2011, an amendment fee in an amount equal to 100
basis points on such Lender’s Loans held immediately prior to the First Amendment Effective Date, and (iii) 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. 

  
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 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. 
 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. 

  
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 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


  
 First Amendment
to Second 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



  
 First Amendment
to Second 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



  
 First Amendment
to Second 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



  
 First Amendment
to Second 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.,
		 		 	as a Lender
				
		 		 	By:	 	  

		 		 	Name:	 	Zubin R. Shroff
		 		 	Title:	 	Director


  
 First Amendment
to Second Lien Credit Agreement 








 
			
	Locust Street Funding LLC
	 By: GSO / Blackstone Debt Funds Management LLC

as Sub-Advisor

		
	By:	 	 /s/ Daniel H. Smith

	Name:	 	Daniel H. Smith
	Title:	 	Authorized Signatory



  
 First Amendment
to Second Lien Credit Agreement 








 
			
	GoldenTree Capital Opportunities, LP
	By: GoldenTree Asset Management, LP, as a Lender
		
	By:	 	 /s/ Karen Weber

	Name:	 	Karen Weber
	Title:	 	Director – Bank Debt



  
 First Amendment
to Second Lien Credit Agreement 








 
			
	GoldenTree Loan Opportunities III, Limited
	By: GoldenTree Asset Management, LP, as a Lender
		
	By:	 	 /s/ Karen Weber

	Name:	 	Karen Weber
	Title:	 	Director – Bank Debt



  
 First Amendment
to Second Lien Credit Agreement 








 
			
	GoldenTree Loan Opportunities IV, Limited
	By: GoldenTree Asset Management, LP, as a Lender
		
	By:	 	 /s/ Karen Weber

	Name:	 	Karen Weber
	Title:	 	Director – Bank Debt



  
 First Amendment
to Second Lien Credit Agreement 








 
			
	GoldenTree Loan Opportunities V, Limited
	By: GoldenTree Asset Management, LP, as a Lender
		
	By:	 	 /s/ Karen Weber

	Name:	 	Karen Weber
	Title:	 	Director – Bank Debt



  
 First Amendment
to Second 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



  
 First Amendment
to Second Lien Credit Agreement 








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

	Name:	 	Robin C. Stancil
	Title:	 	Authorized Signatory



  
 First Amendment
to Second 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



  
 First Amendment
to Second Lien Credit Agreement 








 EXHIBIT A 

SCHEDULE 1.1B 

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. 


  
 First Amendment
to Second Lien Credit Agreement