Exhibit 4.4
AMENDMENT NO. 1, dated August 23, 2001, to that certain Registration
Rights Agreement, dated as of October 29, 1999 (the "Original Agreement"), among
Cross Country, Inc. (f/k/a Cross Country Staffing, Inc.) (the "Company"), and
the Investors (as defined in the Original Agreement.)
For good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree that the Original Agreement is
amended to provide as follows:
1. A new Section 8(l) shall be added to the Original Agreement, which shall
read as follows:
"Recapitalization, Etc. In the event that any capital stock or
other securities are issued in respect of, in exchange for, or in substitution
of, any Common Stock by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or complete
liquidation, stock dividend, split-up, sale of assets, distribution to
stockholders or combination of the Common Stock or any other change in capital
structure of the Company, appropriate adjustments shall be made with respect tot
he relevant provisions of this Agreement so as to fairly and equitable preserve,
as far as practicable, the original rights and obligations of the parties hereto
under this Agreement."
2. Except as amended hereby, the Original Agreement shall remain unchanged
and in full force and effect.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CROSS COUNTRY, INC.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive
Officer
CHARTERHOUSE EQUITY PARTNERS III, L.P.
By: CHUSA Equity Investors III, L.P.,
general partner
By: Charterhouse Equity III, Inc.,
general partner
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
CHEF NOMINEES LIMITED
By: Charterhouse Group International, Inc.,
Attorney-in-Fact
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing Director
XXXXXX XXXXXXX XXXX XXXXXX
CAPITAL PARTNERS IV, L.P.
By: MSDW Capital Partners IV, LLC,
as general partner
By: MSDW CAPITAL PARTNERS IV, INC.,
as member
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
MSDW IV 892 INVESTORS, L.P.
By: MSDW Capital Partners IV, LLC,
as general partner
By: MSDW CAPITAL PARTNERS IV, INC.,
as member
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX XXXX XXXXXX
CAPITAL INVESTORS IV, L.P.
By: MSDW Capital Partners IV, LLC,
as general partner
By: MSDW CAPITAL PARTNERS IV, INC.,
as member
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Managing Director
XXXXXX XXXXXXX VENTURE
PARTNERS III, L.P.
By: Xxxxxx Xxxxxxx Venture Partners III, L.L.C.,
its General Partner
By: Xxxxxx Xxxxxxx Venture Capital III, Inc.,
its Institutional Managing
Member
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Executive Director
XXXXXX XXXXXXX VENTURE
INVESTORS III, L.P.
By: Xxxxxx Xxxxxxx Venture Investors III, L.L.C.,
its General Partner
By: Xxxxxx Xxxxxxx Venture Capital III, Inc.,
its Institutional Managing Member
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Executive Director
THE XXXXXX XXXXXXX VENTURE
PARTNERS ENTREPRENEUR FUND, L.P.
By: Xxxxxx Xxxxxxx Venture Partners III, L.L.C.,
its General Partner
By: Xxxxxx Xxxxxxx Venture Capital III, Inc.,
its Institutional Managing Member
By: /s/ Xxxxxxx Xxxxx
----------------------------------------
Name: Xxxxxxx Xxxxx
Title: Executive Director
