First Amendment to Credit Agreement and Master Amendment to Loan Documents



 Exhibit 10.1 

FIRST AMENDMENT TO CREDIT AGREEMENT AND 

MASTER AMENDMENT TO LOAN DOCUMENTS 

This First Amendment to the Credit Agreement (as defined below) and Master Amendment to Loan Documents (collectively, the
“Amendment”) is dated as of May 28, 2010 (with a First Amendment Effective Date as determined in accordance with Section 5 below), by and among CROSS COUNTRY HEALTHCARE, INC., a Delaware corporation (the
“Borrower”), certain subsidiaries of the Borrower party hereto (the “Subsidiary Guarantors”), the Lenders party hereto (the “Lenders”) pursuant to an authorization (in the form attached hereto as
Exhibit A, each a “Lender Authorization and Joinder”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), a national banking association, as Administrative Agent for the
Lenders party to the Credit Agreement. 
 STATEMENT OF PURPOSE: 

The Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement dated as of November 10, 2005 and amended
and restated as of September 9, 2008 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). 

The Borrower and the Subsidiary Guarantors have requested that the Administrative Agent and the Lenders agree to amend the Credit
Agreement as more specifically set forth herein. Subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders have agreed to grant such requests of the Borrower and the Subsidiary Guarantors. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows: 
 1. Capitalized Terms. All capitalized undefined terms used in this Amendment (including,
without limitation, in the introductory paragraph and the statement of purpose hereto) shall have the meanings assigned thereto in the Credit Agreement. 

2. Amendments to Credit Agreement. Subject to and in accordance with the terms and conditions set forth herein, and effective on
and after the First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended in accordance with this Section 2. 
  

 1 








 (a) Amended Definitions. The following definitions set forth in
Section 1.1 of the Credit Agreement are hereby amended as follows: 
 (i) “Applicable
Margin” is hereby amended and restated in its entirety as follows: 
 “ ‘Applicable Margin’
means: 
 (a) with respect to Incremental Term Loans, the corresponding percentages per annum as set forth below
based on the Consolidated Total Leverage Ratio: 
  

							
	 Pricing Level
	  	 Consolidated Total

Leverage Ratio
	  	 LIBOR Rate +
	  	 Base Rate +

	I	  	Greater than or equal to 2.25 to 1.00	  	2.50%	  	1.50%
				
	II	  	Greater than or equal to 1.75 to 1.00, but less than 2.25 to 1.00	  	2.00%	  	1.00%
				
	III	  	Greater than or equal to 1.25 to 1.00, but less than 1.75 to 1.00	  	1.75%	  	0.75%
				
	IV	  	Greater than or equal to 0.75 to 1.00, but less than 1.25 to 1.00	  	1.50%	  	0.50%
				
	V	  	Less than 0.75 to 1.00	  	1.25%	  	0.25%

 (b) with respect to
Revolving Credit Loans, the corresponding percentages per annum as set forth below based on the Consolidated Total Leverage Ratio: 
  

							
	 Pricing Level
	  	 Consolidated Total

Leverage Ratio
	  	 LIBOR Rate +
	  	 Base Rate +

	I	  	Greater than or equal to 2.25 to 1.00	  	4.00%	  	3.00%
				
	II	  	Greater than or equal to 1.75 to 1.00, but less than 2.25 to 1.00	  	3.50%	  	2.50%
				
	III	  	Greater than or equal to 1.25 to 1.00, but less than 1.75 to 1.00	  	3.25%	  	2.25%
				
	IV	  	Greater than or equal to 0.75 to 1.00, but less than 1.25 to 1.00	  	3.00%	  	2.00%
				
	V	  	Less than 0.75 to 1.00	  	2.75%	  	1.75%

 In each case, the
Applicable Margin shall be determined and adjusted quarterly, and shall be effective on, the date (each a “Calculation Date”) of receipt by the Administrative Agent of the Officer’s Compliance Certificate pursuant to
Section 8.2 for the most recently ended fiscal quarter of the Borrower; provided that (a) the Applicable Margin applicable to Revolving Credit Loans shall be at Pricing Level II on the Revolving Credit Loan pricing grid until
the first Calculation Date occurring after the fiscal quarter ending June 30, 2010 and, thereafter the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal
quarter of the 
  

 2 








 
Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 8.2 for the most
recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I on each pricing grid until such time as an appropriate Officer’s
Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Consolidated Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation
Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

 Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance Certificate delivered
pursuant to Section 8.1 or 8.2 is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, or (ii) the Revolving Credit Commitments are in effect, or (iii) any Extension of Credit is
outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an
“Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (x) the Borrower shall immediately deliver to the Administrative Agent a correct Officer’s Compliance Certificate for such Applicable
Period, (y) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Total Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable Period, and (z) the
Borrower shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in
accordance with Section 5.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(c) and 12.1.” 

(ii) “L/C Commitment” is hereby amended and restated in its entirety as follows: 

“ ‘L/C Commitment’ means the lesser of (a) Twenty Million Dollars ($20,000,000) and
(b) the Revolving Credit Commitment.” 
 (iii) “Permitted Acquisition” is hereby
amended as follows: 
 (A) clause (f) of such definition is hereby amended and restated in its entirety as
follows: 
 “(f) the sum of all amounts paid or payable in cash in connection with (i) any single
Permitted Acquisition (including any Equity Issuance in connection therewith and all transaction costs and all Indebtedness and Guaranty Obligations (including any obligations to make earn-out payments or deferred payments which are probable or
likely) incurred or assumed in connection therewith (whether or not reflected on a consolidated balance sheet of the Borrower) after giving effect to the Permitted Acquisition) shall not exceed $20,000,000 (excluding the MDA Acquisition) and
(ii) the aggregate cash and non-cash consideration for all Permitted Acquisitions (excluding the MDA Acquisition) shall not exceed an amount equal to the sum of $50,000,000 during the term of this Agreement subsequent to the Closing Date;”

  

 3 








 (B) clause (g) of such definition is hereby amended and restated in its
entirety as follows: 
 “(g) the business and assets acquired in such Permitted Acquisition shall be free
and clear of all Liens (other than Permitted Liens) and the Borrower shall demonstrate, in form and substance reasonably satisfactory to the Administrative Agent, that the entity to be acquired had positive Consolidated EBITDA for the four
(4) fiscal quarter period ended immediately prior to the proposed closing date of such Permitted Acquisition;” 

(iv) “Revolving Credit Commitment” is hereby amended by deleting the last sentence of such definition in
its entirety and replacing it with the following: 
 “The Revolving Credit Commitment of all Revolving
Credit Lenders shall be (a) $75,000,000 on the Closing Date and (b) $50,000,000 on the First Amendment Effective Date.” 

(v) “Revolving Credit Maturity Date” is hereby amended by replacing the date “November 10,
2010” in such definition with the date “September 9, 2013”. 
 (b) New Definitions. The following new
definitions are hereby added to Section 1.1 of the Credit Agreement in correct alphabetical order: 

(i) “ ‘Consolidated Fixed Charges’ means, for any period, the sum of the following determined on a
Consolidated basis for such period, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Interest Expense, (b) the aggregate amount of scheduled principal payments paid with respect to
Indebtedness (as such scheduled principal payments may be reduced as a result of any prepayment of the principal amount of such Indebtedness in such period or any prior period), (c) federal, state, local and foreign income taxes paid in cash
(net of any refunds received) and (d) the aggregate amount of cash dividends, distributions, purchases, repurchases, redemptions, retirements and other acquisitions for value of or with respect to its Capital Stock (net of any amount received
by the Borrower from the exercise of any option by a shareholder of the Borrower in connection with such dividend, distribution, purchase, repurchase redemption, retirement or other acquisition).” 

(ii) “ ‘First Amendment Effective Date’ means the date on which that certain First Amendment by and
among the Borrower, the Subsidiary Guarantors, the Lenders party thereto and the Administrative Agent became effective in accordance with the terms thereof.” 

(iii) “ ‘Wells Fargo’ means Wells Fargo Bank, National Association, a national banking association,
and its successors.” 
 (iv) “ ‘Wells Fargo Securities’ means Wells Fargo Securities,
LLC and its successors.” 
 (c) Deleted Definitions. The following defined terms are hereby deleted: 

(i) “Wachovia”. 

(ii) “Wachovia Securities”. 
  


 4 








 (e) Amendment to Section 5.3(a). Section 5.3(a) of the Credit
Agreement is hereby amended by deleting the pricing grid in such Section in its entirety and replacing it with the following: 
  

					
	 Pricing Level
	  	 Consolidated Total

Leverage Ratio
	  	 Commitment Fee

	I	  	Greater than or equal to 2.25 to 1.00	  	0.750%
			
	II	  	Greater than or equal to 1.75 to 1.00, but less than 2.25 to 1.00	  	0.625%
			
	III	  	Greater than or equal to 1.25 to 1.00, but less than 1.75 to 1.00	  	0.500%
			
	IV	  	Greater than or equal to 0.75 to 1.00, but less than 1.25 to 1.00	  	0.375%
			
	V	  	Less than 0.75 to 1.00	  	0.375%

 (f) Amendment to
Section 10.2. Section 10.2 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

SECTION 10.2 Minimum Fixed Charge Coverage Ratio. As of any fiscal quarter ending during the periods specified
below, permit the ratio of (a) Consolidated EBITDA for the period of twelve (12) consecutive fiscal months ending on or immediately prior to such date less the aggregate amount of all Capital Expenditures (not financed through a
Debt Issuance or Equity Issuance permitted hereunder) to (b) Consolidated Fixed Charges for the period of twelve (12) consecutive fiscal months ending on or immediately prior to such date to be less than the corresponding ratio set forth
below: 
  

			
	 Period
	  	Minimum Ratio
		
	First Amendment Effective Date through December 31, 2010	  	1.75 to 1.00
		
	January 1, 2011 through December 31, 2011	  	1.50 to 1.00
		
	January 1, 2012 through December 31, 2012	  	1.25 to 1.00
		
	January 1, 2013 and thereafter	  	1.15 to 1.00

  

 5 








 (g) Amendment to Section 10.3. Section 10.3 of the Credit Agreement
is hereby amended and restated in its entirety as follows: 
 “SECTION 10.3 Maximum Capital
Expenditures. Permit the aggregate amount of all Capital Expenditures in any period to exceed the corresponding amount set forth below: 
  

				
	 Period
	  	Maximum Amount
		
	Fiscal Year 2010	  	$	4,000,000
		
	Fiscal Year 2011	  	$	5,000,000
		
	Fiscal Year 2012	  	$	7,000,000

 Notwithstanding
the foregoing, the maximum amount of Capital Expenditures permitted by this Section 10.3 in any Fiscal Year may be increased by the amount of Capital Expenditures that were permitted but not made under this Section 10.3 in
the immediately preceding Fiscal Year (without giving effect to any carryover amount from prior Fiscal Years).” 
 (h)
Amendment to Section 11.1. Section 11.1(m) of the Credit Agreement is hereby amended by replacing the amount “$20,000,000” with “5,000,000” in such clause. 

(i) Amendments to Sections 11.6. Section 11.6 of the Credit Agreement is hereby amended as follows: 

(i) Section 11.6(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 “(d) so long as (i) no Default or Event of Default shall have occurred and be continuing or would
result therefrom, (ii) for a period of thirty (30) days prior to giving pro forma effect thereto and immediately after giving pro forma effect thereto, the sum of (A) the amount of cash and Cash
Equivalents of the Borrower plus (B) the excess of the Total Revolving Credit Commitment over the outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, shall be no less than $40,000,000 and (iii) prior to giving
pro forma effect thereto and immediately after giving pro forma effect thereto, the Consolidated Total Leverage Ratio is less than 1.00 to 1.00, the Borrower may declare and pay dividends on its Capital Stock and make
purchases, repurchases, redemptions, retirements and other acquisitions for value of its Capital Stock (excluding repurchases, redemptions, retirements and other acquisitions permitted under Section 11.6(c), but including repurchases,
redemptions, retirements and other acquisitions permitted under Section 11.6(e)) in an aggregate amount during the term of this Agreement subsequent to the First Amendment Effective Date in an amount not to exceed the lesser of
(A) $25,000,000 and (B) an amount equal to the sum of fifty percent (50%) of the Consolidated Net Income of the Borrower for each fiscal quarter (to the extent positive in such fiscal quarter) ending on and after March 31,
2010 and for which financial statements shall have been delivered pursuant to Section 8.1 at such time; and” 

(ii) The following new clause (e) is hereby added to the end of Section 11.6 of the Credit Agreement:

 “(e) so long as (i) no Default or Event of Default shall have occurred and be continuing or would
result therefrom, (ii) prior to giving pro forma effect thereto and immediately after giving pro forma effect thereto, the Consolidated Total Leverage Ratio is less than 2.00 to 1.00 and (iii) prior to giving
pro forma effect thereto and immediately after giving pro forma effect thereto, there are no outstanding Revolving Credit Loans (other than L/C Obligations), the Borrower may declare and pay dividends on its Capital

  

 6 








 
Stock and make purchases, repurchases, redemptions, retirements and other acquisitions for value of its Capital Stock (excluding repurchases, redemptions, retirements and other acquisitions
permitted under Section 11.6(c) and Section 11.6(d)) in an aggregate amount during the term of this Agreement subsequent to the First Amendment Effective Date in an amount not to exceed $2,500,000 using existing cash and Cash
Equivalents on the balance sheet of the Borrower at such time.” 
 3. Master Amendments to Loan Documents; Other
Agreements. 
 (a) Subject to and in accordance with the terms and conditions set forth herein, and effective on and after
the First Amendment Effective Date (as defined below), each of the Loan Documents (including the Credit Agreement) are hereby amended by replacing all references to (i) “Wachovia” with the phrase “Wells Fargo, as successor by
merger to Wachovia” and (ii) “Wachovia Securities” with the phrase “Wells Fargo Securities (formerly known as Wachovia Capital Markets, LLC)”. 

(b) For the avoidance of doubt, the Lenders party hereto hereby acknowledge and agree that Vendor Managed Escrow Accounts do not
constitute Deposit Accounts (as defined in the Collateral Agreement) of any Grantor (as defined in the Collateral Agreement) under the Collateral Agreement or any other Loan Document. For purposes hereof, “Vendor Managed Escrow Accounts”
means escrow accounts established by the Borrower for the benefit of its subcontractors pursuant to which certain of the Borrower’s vendor managed clients may, from time to time, directly deposit payment for services provided by the
Borrower’s subcontractors. 
 4. Master Assignment; Reallocation and Joinder. 

(a) On the First Amendment Effective Date, the Administrative Agent shall determine the allocated Commitment of each Revolving Credit
Lender that has agreed to extend the Revolving Credit Maturity Date of its Revolving Credit Commitment and such Commitments shall be set forth on Schedule I hereto; provided that (i) in no event will the Revolving Credit
Commitment of any Revolving Credit Lender exceed the maximum Revolving Credit Commitment of such Revolving Credit Lender as set forth on the Lender Authorization and Joinder delivered by such Revolving Credit Lender, (ii) in no event will the
Revolving Credit Commitment of any Revolving Credit Lender be less that the Revolving Credit Commitment of such Revolving Credit Lender immediately prior to the First Amendment Effective Date without such Lender’s consent, (iii) the
aggregate amount of the Revolving Credit Commitments of all Revolving Credit Lenders shall not exceed the aggregate Revolving Credit Commitment as amended by this Amendment and (iv) any Revolving Lender that has had its respective Revolving
Credit Commitment reduced to zero Dollars ($0) in accordance with the terms of this Amendment (each such Lender, a “Departing Revolving Credit Lender”) shall cease to be a Revolving Credit Lender under the Credit Agreement as of the
First Amendment Effective Date and such Departing Revolving Credit Lender shall be repaid all of its outstanding Revolving Credit Loans in full (together with accrued and unpaid interest) on the First Amendment Effective Date. In furtherance of the
foregoing, on the First Amendment Effective Date, the Administrative Agent shall reallocate the outstanding Revolving Credit Loans, the Revolving Credit Commitments and Revolving Credit Commitment Percentages of L/C Obligations of each of the
Revolving Credit Lenders in accordance with their revised Revolving Credit Commitment Percentages. Each of the Revolving Credit Lenders agrees to make all such assignments as are necessary to effect such reallocation and each of the parties hereto
consents to each such assignment. For purposes of effectuating the foregoing assignments, this Amendment shall be deemed to be an Assignment and Assumption among the applicable parties and no further documentation shall be required in connection
therewith unless otherwise requested by the Administrative Agent. The Borrower agrees to make such repayments (including, if requested by the Administrative Agent, a repayment in full) of the outstanding Revolving Credit Loans and the Borrower
agrees to pay any and all costs required pursuant to Section 5.9 of the Credit Agreement in connection with such reallocation and repayment (if any) as if such reallocation were a repayment. 

 

 7 








 (b) The parties hereto agree that each financial institution that becomes a party to the
Credit Agreement pursuant to a Lender Authorization and Joinder shall be a party to the Amendment and the other Loan Documents to which the Lender is a party and shall have the rights and obligations of a Lender, and shall be bound by the terms and
provisions applicable to a “Lender”, under each such agreement. In furtherance of the foregoing, each new financial institution party hereto pursuant to a Lender Authorization and Joinder agrees to execute any additional documents
reasonably requested by the Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement. 

5. Conditions to Effectiveness. This Amendment shall be deemed to be effective upon the satisfaction of each of the following
conditions (the “First Amendment Effective Date”): 
 (a) the Administrative Agent shall have received
counterparts of this Amendment executed by the Administrative Agent (on behalf of itself and the Lenders), the Borrower and each of the Subsidiary Guarantors; 

(b) the Administrative Agent shall have received executed Lender Authorization and Joinders from (i) all Revolving Credit Lenders
party to the Credit Agreement immediately prior to the First Amendment Effective Date and after giving effect to the Amendment and (ii) without duplication, Lenders constituting Required Lenders; 

(c) the Administrative Agent shall have been paid or reimbursed for all reasonable out-of-pocket charges and other expenses incurred in
connection with this Amendment, including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent and consultant fees and expenses; 

(d) the outstanding Revolving Credit Loans (together with all accrued and unpaid interest thereon) of the Departing Revolving Lenders
shall have been repaid in full. 
 (e) the Administrative Agent shall have received such other instruments, documents and
certificates as the Administrative Agent shall reasonably request in connection with the execution of this Amendment. 
 6.
Effect of the Amendment. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Amendment shall not be deemed
(i) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (ii) to prejudice any other right or rights which the Administrative Agent or the Lenders
may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified
from time to time, (iii) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any waiver, amendment, modification or any other
change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents or (iv) to be a waiver of, or consent to or
a modification or amendment of, any other term or condition of any other agreement by and among the Borrower, on the one hand, and the Administrative Agent or any other Lender, on the other hand. References in the Credit Agreement to “this
Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby. 
  

 8 








 7. Representations and Warranties/No Default. By their execution hereof, 

(a) The Borrower and each Subsidiary Guarantor hereby certifies, represents and warrants to the Administrative Agent and the Lenders that
each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof (except to the extent that (i) any such representation or warranty that
is qualified by materiality or by reference to Material Adverse Effect, in which case such representation or warranty is true and correct in all respects as of the date hereof or (ii) any such representation or warranty relates only to an
earlier date, in which case such representation or warranty shall remain true and correct as of such earlier date) and that no Default or Event of Default has occurred or is continuing. 

(b) The Borrower and each Subsidiary Guarantor hereby certifies, represents and warrants to the Administrative Agent and the Lenders
that: 
 (i) it has the right, power and authority and has taken all necessary corporate and other action to
authorize the execution, delivery and performance of this Amendment and each of the other documents executed in connection herewith to which it is a party in accordance with their respective terms and the transactions contemplated hereby; and

 (ii) this Amendment and each other document executed in connection herewith has been duly executed and
delivered by the duly authorized officers of the Borrower and each of the Subsidiary Guarantors, and each such document constitutes the legal, valid and binding obligation of the Borrower and each of the Subsidiary Guarantors, enforceable in
accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general
and the availability of equitable remedies. 
 8. Reaffirmations. Each Credit Party (a) agrees that the transactions
contemplated by this Amendment shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, any of the Subsidiary Guaranty Agreement, the Collateral Agreement or any other Security Document to
which it is a party, (b) confirms and reaffirms its obligations under the Subsidiary Guaranty Agreement, the Collateral Agreement and each other Security Document to which it is a party, (c) agrees that the Subsidiary Guaranty Agreement,
the Collateral Agreement and each other Security Document to which it is a party remain in full force and effect and are hereby ratified and confirmed and (d) acknowledges that Wells Fargo Bank, National Association is the Administrative Agent
under the Credit Agreement and each other Loan Document. In furtherance of the reaffirmations set forth in this Section 8, each Credit Party hereby grants to Wells Fargo Bank, National Association, as the Administrative Agent, for the
ratable benefit of the Secured Parties, a security interest in, all Collateral and all proceeds thereof as security for the Obligations, in each case subject to any applicable terms and conditions set forth in the Subsidiary Guaranty Agreement, the
Collateral Agreement and each other Security Document to which it is a party. 
 9. Governing Law. THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. 
  

 9 








 10. Counterparts. This Amendment may be executed by one or more of the parties hereto
in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 

11. Electronic Transmission. A facsimile, telecopy, pdf or other reproduction of this Amendment may be executed by one or more
parties hereto, and an executed copy of this Amendment may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Amendment as well as any facsimile, telecopy, pdf or other
reproduction hereof. 
 [Signature Pages Follow] 
  


 10 








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

			
	BORROWER:
	
	CROSS COUNTRY HEALTHCARE, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Chief Financial Officer
	
	SUBSIDIARY GUARANTORS:
	
	ASSIGNMENT AMERICA, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	CROSS COUNTRY TRAVCORPS, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	CROSS COUNTRY LOCAL, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	CC STAFFING, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	President


 [Signature Pages
Continue] 








			
	CEJKA SEARCH, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	CLINFORCE, LLC
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	CROSS COUNTRY EDUCATION, LLC
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	MED-STAFF, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	CROSS COUNTRY CAPITAL, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Chairman and Vice President
	
	MCVT, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President


 [Signature
Pages Continue] 








			
	METROPOLITAN RESEARCH ASSOCIATES, INC.
		
	By:	 	   /s/ Victor Kalafa

	Name:	 	Victor Kalafa
	Title:	 	President
	
	MRA SEARCH, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	ASSENT CONSULTING
		
	By:	 	   /s/ Victor Kalafa

	Name:	 	Victor Kalafa
	Title:	 	Vice President
	
	MDA HOLDINGS, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	MEDICAL DOCTOR ASSOCIATES, LLC
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	ALLIED HEALTH GROUP, LLC
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President


 [Signature
Pages Continue] 








			
	CREDENT VERIFICATION AND LICENSING SERVICES, LLC
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	Vice President
	
	CC LOCAL, INC.
		
	By:	 	   /s/ Emil Hensel

	Name:	 	Emil Hensel
	Title:	 	President


 [Signature Pages
Continue] 








			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (on behalf of itself, each of the Revolving Credit Lenders and the Required Lenders)
and as Issuing Lender, Swingline Lender and a Lender
		
	By:	 	   /s/ Jackie Ledea

	Name:	 	Jackie Ledea
	Title:	 	Senior Vice President









 Exhibit A 

Form of Lender Authorization and Joinder 







 LENDER AUTHORIZATION AND JOINDER 

Cross Country Healthcare, Inc. 

Amendment 

                    , 2010

 Wells Fargo Bank, National Association, as Administrative Agent 

NC0680 
 1525 West W.T. Harris Blvd. 

Charlotte, North Carolina 28262 
 Attention of:
Syndication Agency Services 
 Telephone No.: (704) 590-2703 

Telecopy No.: (704) 590-3481 
  

	 	Re:	First Amendment to the Credit Agreement (as defined below) and Master Amendment to the Loan Documents dated as of May 28, 2010 (the “Amendment”),
relating to that certain Credit Agreement dated as of November 10, 2005 and amended and restated as of September 9, 2008 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) by and among CROSS COUNTRY HEALTHCARE, INC., a Delaware corporation (the “Borrower”) the Lenders party thereto (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to
Wachovia Bank, National Association), a national banking association, as Administrative Agent for the Lenders party to the Credit Agreement. 


This Lender Authorization and Joinder acknowledges our receipt and review of the execution copy of the Amendment in the form posted on
SyndTrak Online or otherwise distributed to us by the Administrative Agent. By executing this Lender Authorization and Joinder, we hereby approve the Amendment, and authorize the Administrative Agent to execute and deliver the Amendment on our
behalf. 
 Assignment/Joinder 

(Select One Option) 
 For
existing Lenders consenting to the Amendment that (1) hold only an Incremental Term Loan Commitment and (2) are not agreeing to a new Revolving Credit Commitment pursuant to the Amendment: 

 

	 ̈	The financial institution executing this Lender Authorization and Joinder hereby approves and consents to the transactions contemplated by the Amendment.


 For existing Lenders consenting to the Amendment that are not agreeing to extend the Revolving Credit Maturity Date for
their respective Revolving Credit Commitment: 
  

	 ̈	The financial institution executing this Lender Authorization and Joinder (i) hereby approves and consents to the transactions contemplated by the Amendment, but
declines to extend the Revolving Credit Maturity Date as it relates to its Revolving Credit Commitment, (ii) acknowledges that on the First Amendment Effective Date, its Revolving Credit Commitment will be reduced to zero and all of its
outstanding Revolving Credit Loans will be repaid in full on the First Amendment Effective Date and (iii) acknowledges that final allocations and assignments of the Revolving Credit Commitments (including, as applicable, repayments of
outstanding Revolving Credit Loans and accrued, but unpaid interest thereon) will be determined by the Administrative Agent in accordance with Section 4 of the Amendment. 








 For new Lenders and existing Lenders consenting to the Amendment that are (1) extending their
Revolving Credit Commitment, (2) increasing their Revolving Credit Commitment and/or (3) agreeing to a new Revolving Credit Commitment 
  

	 ̈	The financial institution executing this Lender Authorization and Joinder (i) hereby approves and consents to the transactions contemplated by the Amendment,
(ii) commits to a Revolving Credit Commitment in the following amount (inclusive of any existing Revolving Credit Commitment)
$                     and (iii) acknowledges that final allocations and assignments of the Revolving Credit Commitments (including, as
applicable, repayments of outstanding Revolving Credit Loans and accrued, but unpaid interest thereon) will be determined by the Administrative Agent in accordance with Section 4 of the Amendment. 


Each financial institution executing this Lender Authorization and Joinder agrees or reaffirms that it shall be a party to the Amendment
and the other Loan Documents (as defined in the Credit Agreement) to which the Lender is a party and shall have the rights and obligations of a Lender (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions
applicable to a “Lender”, under each such agreement. In furtherance of the foregoing, each financial institution executing this Lender Authorization and Joinder agrees to execute any additional documents reasonably requested by the
Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement. 
 A
facsimile, telecopy, PDF or other reproduction of this Lender Authorization and Joinder may be executed by one or more parties hereto, and an executed copy of this Lender Authorization and Joinder may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.

  

			
	  

	[Insert name of applicable financial institution]
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 SCHEDULE I 

(Revolving Credit Commitments) 
  

				
	 Lender
	  	Revolving Credit Commitment
	 Wells Fargo Bank, National Association
	  	$	10,333,333.33
	 Wells Fargo Capital Finance
	  	$	2,666,666.67
	 Bank of America, N.A.
	  	$	10,000,000.00
	 U.S. Bank National Association
	  	$	9,000,000.00
	 Fifth Third Bank
	  	$	9,000,000.00
	 PNC Bank, National Association
	  	$	9,000,000.00
	 Total:
	  	$	50,000,000.00