CROSS COUNTRY HEALTHCARE, INC.

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CROSS COUNTRY HEALTHCARE INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

11/19/2021 | 02:33pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

On November 18, 2021, Cross Country Healthcare, Inc. (the "Company") entered into that certain First Incremental Amendment to Term Loan Credit Agreement (the "First Amendment"), by and among the Company, the Guarantors (as defined therein), the Lenders (as defined therein), and Wilmington Trust, National Association, as administrative agent and collateral agent, to amend certain terms of the Term Loan Credit Agreement (the "Term Loan Credit Agreement"), dated as of June 8, 2021. Pursuant to the First Amendment, the Lenders agreed to provide to the Company an incremental term loan in an aggregate amount equal to $75,000,000 (the "Term Loan"). Additionally, the First Amendment increased the aggregate amount of all Increases (as defined in the Term Loan Credit Agreement) to be no greater than $115,000,000. All other terms, conditions, covenants, and pricing of the Term Loan Credit Agreement remain the same. In conjunction with the First Amendment, Wells Fargo Bank, National Association, as First Lien Agent, and Wilmington Trust, National Association, as Second Lien Agent, entered into that certain First Amendment to Intercreditor Agreement, effective as of November 18, 2021, to amend the Intercreditor Agreement, dated as of June 8, 2018, which sets forth the lien priority, relative rights, and other creditors' rights issues in respect of the collateral lenders.

In connection with the Term Loan, on November 18, 2021, the Company also entered into Amendment No. 4 to ABL Credit Agreement ("ABL Amendment No. 4"), which amends that certain ABL Credit Agreement, dated October 25, 2019, by and among the Company and certain of its domestic subsidiaries as borrowers, certain of its domestic subsidiaries as guarantors, the Lenders (as defined therein), and Wells Fargo Bank, National Association as agent, as amended by Amendment No. 1 to ABL Credit Agreement, dated June 30, 2020, Amendment No. 2 to ABL Credit Agreement, dated March 8, 2021, and Amendment No. 3 to ABL Credit Agreement, dated as of June 8, 2021 (the "ABL Credit Agreement"). Pursuant to ABL Amendment No. 4, the Permitted Indebtedness (as defined in the ABL Credit Agreement) arising pursuant to the Term Loan Agreement (as defined in the ABL Credit Agreement) was increased to $175,000,000.

The foregoing summaries of the First Amendment and ABL Amendment No. 4 do not purport to be complete and are qualified in their entireties by reference to the full texts of the First Amendment and ABL Amendment No. 4 that are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.


Item 9.01  Financial Statements and Exhibits.

(d)         Exhibits
      Exhibit  Description

        10.1     First Incremental Amendment to Term Loan Credit Agreement, by and
               among Cross Country Healthcare, Inc., the Guarantors (as defined
               therein), the Lenders (as defined therein), and Wilmington Trust,
               National Association, dated November 18, 2021
        10.2     Amendment No. 4 to ABL Credit Agreement, by and among Cross Country
               Healthcare, Inc. and certain of its domestic subsidiaries as borrowers,
               certain of its domestic subsidiaries as guarantors, the Lenders (as
               defined therein), and Wells Fargo Bank, National Association as agent
               dated November 18, 2021
      104      Cover Page Interactive Data File (embedded within the Inline XBRL
               document)


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