REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2014 • Cross Country Healthcare Inc • Services-help supply services • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of June 30, 2014, is made by and among Cross Country Healthcare, Inc., a Delaware corporation (the “Company”) and the Noteholders from time to time party to the Convertible Note Purchase Agreement (as defined below) and party hereto. Capitalized terms that are not defined in this agreement shall have the meanings ascribed to them in the Convertible Note Purchase Agreement.
ContractIntercreditor Agreement • July 2nd, 2014 • Cross Country Healthcare Inc • Services-help supply services • New York
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO AGENT AND THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT TO THE COLLATERAL HEREUNDER ARE SUBORDINATE AND SUBJECT TO THE PRIOR LIEN AND SECURITY INTEREST OF ABL AGENT TO THE EXTENT OF THE PRIORITY ABL DEBT (AS DEFINED IN THE ABL INTERCREDITOR AGREEMENT) PURSUANT TO THE TERMS OF THE ABL INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE ABL INTERCREDITOR AGREEMENT AND THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE TERMS OF THE ABL INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
CONSENT, WAIVER AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2014 • Cross Country Healthcare Inc • Services-help supply services • New York
THIS CONSENT, WAIVER AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 30th day of June, 2014, by and among CROSS COUNTRY HEALTHCARE, INC., a Delaware corporation ("Cross Country"), CEJKA SEARCH, INC., a Delaware corporation ("Cejka"), CROSS COUNTRY EDUCATION, LLC, a Delaware limited liability company ("Education"), CROSS COUNTRY STAFFING, INC., a Delaware corporation and successor by merger to MRA Search, Inc. and MCVT, Inc. ("Staffing"), MDA HOLDINGS, INC., a Delaware corporation ("MDA"), CROSS COUNTRY PUBLISHING, LLC, a Delaware limited liability company ("Publishing"), ASSIGNMENT AMERICA, LLC, a Delaware limited liability company ("Assignment"), TRAVEL STAFF, LLC, a Delaware limited liability company ("Travel"), LOCAL STAFF, LLC, a Delaware limited liability company ("Local"), MEDICAL DOCTOR ASSOCIATES, LLC, a Delaware limited liability company and successor by merger to Allied Health Group, LLC ("Doctor"), CREDENT VERIFICATION AND
ContractDebt Subordination Agreement • July 2nd, 2014 • Cross Country Healthcare Inc • Services-help supply services • New York
The indebtedness evidenced by this instrument is subordinated to the prior payment in full of Senior Debt pursuant to, as defined in and to the extent provided for in that certain Debt Subordination Agreement dated on or about June 30, 2014 among BENEFIT STREET PARTNERS SMA LM L.P., PECM STRATEGIC FUNDING L.P. and PROVIDENCE DEBT FUND III L.P., together with their successors and permitted assigns, as Subordinated Purchasers, any Subordinated Agent that becomes a party thereto (as defined therein), CROSS COUNTRY HEALTHCARE, INC., a Delaware corporation, CEJKA SEARCH, INC., a Delaware corporation, CROSS COUNTRY EDUCATION, LLC, a Delaware limited liability company, CROSS COUNTRY STAFFING, INC., a Delaware corporation, MDA HOLDINGS, INC., a Delaware corporation, CROSS COUNTRY PUBLISHING, LLC, a Delaware limited liability company, ASSIGNMENT AMERICA, LLC, a Delaware limited liability company, TRAVEL STAFF, LLC, a Delaware limited liability company, LOCAL STAFF, LLC, a Delaware limited liabi
