Second Amendment to Forbearance Agreement



 Exhibit 10.1 

EXECUTION VERSION 

SECOND AMENDMENT TO FORBEARANCE AGREEMENT 

This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of June 4, 2010, by and among
Medical Staffing Network, Inc., a Delaware corporation (“Borrower”), Medical Staffing Holdings, LLC, a Delaware limited liability company (“MSH”), Medical Staffing Network Holdings, Inc., a Delaware corporation
(together with MSH, “Holdings”), each subsidiary of Borrower party hereto (collectively with Holdings, the “Guarantors” and, together with Holdings and Borrower, the “Loan Parties”), the financial
institutions party hereto, as Lenders under the Credit Agreement (as hereinafter defined) (collectively, the “Lenders”), and General Electric Capital Corporation, individually as a Lender (“GECC”) and as
administrative agent for the Lenders (in such capacity, “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as hereinafter defined).

 RECITALS 

A. Borrower, Holdings, Agent, Lenders and the other parties party thereto are parties to that certain Amended and Restated Credit
Agreement, dated as of March 12, 2009 (as has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which, among other things, Lenders agreed,
subject to the terms and conditions set forth in the Credit Agreement, to make certain loans and other financial accommodations to Borrower. 

B. Borrower, Holdings, Agent and the Required Lenders are parties to that certain Second Forbearance Agreement, Limited Waiver and
Amendment to Amended and Restated Credit Agreement, dated as of April 7, 2010, as amended by that certain Limited Waiver to Amended and Restated Credit Agreement and Amendment to Forbearance Agreement, dated as of April 30, 2010, among
Borrower, the other Loan Parties, the Required Lenders party thereto and the Agent (the “Forbearance Agreement”). 

C. Borrower has requested that the Lenders agree to extend the Forbearance Period (under and as defined in the Forbearance Agreement) in
the manner set forth herein. 
 D. Borrower has requested that the Lenders agree to certain amendments to the provisions related
to Protective Advances in the manner set forth herein. 
 NOW, THEREFORE, in consideration of the foregoing, the terms,
covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

SECTION 1. Amendment to Forbearance Agreement. 

A. Section 2(a) of the Forbearance Agreement is hereby amended by deleting “June 4, 2010” in clause (ii) of the second
sentence of such Section and inserting “June 30, 2010”. 







 B. The first sentence of Section 3(e)(i) of the Forbearance Agreement is hereby deleted
in its entirety and replaced with the following text: 
 “Subject to the limitations set forth below (and notwithstanding
anything to the contrary set forth in the Credit Agreement), at any time on or after the date hereof and prior to the date of commencement of any bankruptcy or insolvency proceeding, the Agent is authorized by the Borrower and the Lenders to make
Revolving Loans that are Base Rate Loans to the Borrower from time to time during the Forbearance Period in an amount not to exceed $[7],000,000 at any time outstanding (each such Revolving Loan, a “Protective Advance”), at any time
that any condition precedent set forth in Section 3.2 of the Credit Agreement has not been satisfied or waived, in order to permit the Borrower to make disbursements in accordance with the Cash Flow Analysis as in effect on the Agreement
Effective Date, as the same may be modified from time to time in a manner acceptable to the Administrative Agent (the Cash Flow Analysis as so modified, the “Approved Cash Flow Analysis”).” 

SECTION 2. Representations and Warranties of Borrower and Other Loan Parties. To induce Agent and the undersigned Lenders to execute and
deliver this Amendment, each of Borrower and each other Loan Party represents and warrants that: 
 A. The execution, delivery
and performance by each of Borrower and the other Loan Parties of this Amendment and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Loan Documents have been duly authorized by such Loan
Parties’ respective Boards of Directors, and this Amendment and all documents and instruments delivered in connection herewith and the Credit Agreement and all other Loan Documents are legal, valid and binding obligations of such Loan Parties
enforceable against such parties in accordance with their respective terms, except as the enforcement thereof may be subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); and 

B. Neither the execution, delivery and performance of this Amendment and all documents and instruments delivered in connection herewith
nor the consummation of the transactions contemplated hereby or thereby does or shall contravene, result in a breach of, or violate (i) any provision of Borrower’s or any other Loan Party’s corporate charter, bylaws, operating
agreement, or other governing documents, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower
or any other Loan Party is a party or by which Borrower or any other Loan Party or any of their respective property is bound. 
 SECTION 3.
Reference To And Effect On The Credit Agreement. Except to the extent expressly amended by this Amendment, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and other Loan Documents, and
all rights of the Lenders and the Agent and all of the Obligations, shall remain in full force and effect. Each of Borrower and the other Loan Parties hereby confirms that the Credit Agreement and the other Loan Documents are in full force and
effect and that neither Borrower nor any other Loan Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any of the Obligations, the Credit Agreement or any other Loan Document. From and
after the date hereof, (i) the term “Agreement” in the Forbearance Agreement shall refer to the Forbearance Agreement as amended hereby and (ii) the term “Loan Documents” in the Credit Agreement and the other Loan
Documents shall include, without limitation, this Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith. 







 SECTION 4. Miscellaneous. This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this
Amendment by delivering by facsimile or other electronic transmission a signature page of this Amendment signed by such party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an
original signature. Any party delivering by facsimile or other electronic transmission a counterpart executed by it shall promptly thereafter also deliver a manually signed counterpart of this Amendment. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

[signature pages follow] 







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

			
	 MEDICAL STAFFING NETWORK, INC.,

as Borrower

		
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	President

 MEDICAL
STAFFING HOLDINGS, LLC, 
 as Loan Party 
  

	By:	MEDICAL STAFFING NETWORK 


HOLDINGS, INC. its sole Member 
  

			
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	President

 MEDICAL
STAFFING NETWORK 
 HOLDINGS, INC., 
 as
Loan Party 
  

			
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	President


SIGNATURE PAGE TO SECOND AMENDMENT TO FORBEARANCE AGREEMENT 







 MSN-ILLINOIS HOLDINGS, INC., 

as Loan Party 
  

			
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	Treasurer

 MEDICAL
STAFFING NETWORK OF 
 ILLINOIS, LLC, 

as Loan Party 
  

			
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	Manager

 MEDICAL
STAFFING NETWORK 
 ASSETS, LLC, 
 as
Loan Party 
  

			
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	Manager


INTELISTAF HOLDINGS, INC., 
 as Loan Party

  

			
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	Treasurer

  

SIGNATURE PAGE TO SECOND AMENDMENT TO FORBEARANCE AGREEMENT 








			
	 INTELISTAF GROUP, INC.,

as Loan Party

		
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	President

  

			
	 INTELISTAF HEALTHCARE, INC.,

as Loan Party

		
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	President

  

			
	 INTELISTAF PARTNERS NO. 1, LLC,

as Loan Party

		
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	President

  

			
	 INTELISTAF PARTNERS NO. 2, LLC,

as Loan Party

		
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	President


SIGNATURE PAGE TO SECOND AMENDMENT TO FORBEARANCE AGREEMENT 







 INTELISTAF HEALTHCARE 

MANAGEMENT, L.P., 
 as Loan Party 

 

	By:	INTELISTAF PARTNERS NO. 1, 

 LLC,
its General Partner 
  

			
	By:  	 	/s/ Kevin Little
		
	Name: 	 	Kevin Little
		
	Its:  	 	President


SIGNATURE PAGE TO SECOND AMENDMENT TO FORBEARANCE AGREEMENT 







 GENERAL ELECTRIC CAPITAL 

CORPORATION, 
 as Agent, Lender and Secured
Hedging Counterparty 
  

			
	By:  	 	/s/ Jennifer H. Aghazadeh
		
	Name: 	 	Jennifer H. Aghazadeh
		
	Title:  	 	Duly Authorized Signatory


SIGNATURE PAGE TO SECOND AMENDMENT TO FORBEARANCE AGREEMENT 








			
	 SunTrust, 
 as a
Lender

		
	By:  	 	/s/ Mark Kelley
		
	Name: 	 	Mark Kelley
		
	Title:  	 	Managing Director

  

			
	Brentwood CLO Ltd.
		
	By:  	 	 Highland Capital Management, L.P.,

as Collateral Manager

		
	By:  	 	 Strand Advisors, Inc.
 Its
General Partner,
 as a lender

		
	By:  	 	/s/ Jason Port
		
	Name: 	 	Jason Port
		
	Title:  	 	Operations Director

  

			
	Eastland CLO, Ltd.
		
	By:  	 	 Highland Capital Management, L.P.,

as Collateral Manager

		
	By:  	 	 Strand Advisors, Inc.
 Its
General Partner,
 as a lender

		
	By:  	 	/s/ Jason Port
		
	Name: 	 	Jason Port
		
	Title:  	 	Operations Director

  

			
	Red River CLO, Ltd.
		
	By:  	 	 Highland Capital Management, L.P.,

as Collateral Manager

		
	By:  	 	 Strand Advisors, Inc.
 Its
General Partner,
 as a lender

		
	By:  	 	/s/ Jason Port
		
	Name: 	 	Jason Port
		
	Title:  	 	Operations Director

  

			
	Rockwell CDO Ltd.
		
	By:  	 	 Highland Capital Management, L.P.,

as Collateral Manager

		
	By:  	 	 Strand Advisors, Inc.
 Its
General Partner,
 as a lender

		
	By:  	 	/s/ Jason Port
		
	Name: 	 	Jason Port
		
	Title:  	 	Operations Director

  

			
	Rockwell CDO II, Ltd.
		
	By:  	 	 Highland Capital Management, L.P.,

as Collateral Manager

		
	By:  	 	 Strand Advisors, Inc.
 Its
General Partner,
 as a lender

		
	By:  	 	/s/ Jason Port
		
	Name: 	 	Jason Port
		
	Title:  	 	Operations Director

  

			
	 CIFC Funding 2006-1, Ltd.

CIFC Funding 2006-II, Ltd.,
 as a
lender

		
	By:  	 	/s/ Steve Vaccaro
		
	Name: 	 	Steve Vaccaro
		
	Title:  	 	Co-Chief Investment Officer

  

			
	 Hewlett-Packard Financial Services Company,

as a lender

		
	By:  	 	/s/ Gary Silverman
		
	Name: 	 	Gary Silverman
		
	Title:  	 	Director-Risk Management


SIGNATURE PAGE TO SECOND AMENDMENT TO FORBEARANCE AGREEMENT