QuickLinks -- Click here to rapidly navigate through this document
AMENDMENT NO. 4 (this " Amendment ") dated as of November 4, 2002, to the CREDIT AGREEMENT
dated as of July 29, 1999, as amended and restated as of December 16, 1999, and March 16, 2001, and as amended
by WAIVER AND AMENDMENT NO. 1 dated as of May 3, 2001, AMENDMENT NO. 2 dated as of
November 13, 2001, and AMENDMENT NO. 3 dated as of February 11, 2002 (as so amended, the " Credit
Agreement "), by and among CROSS COUNTRY, INC. (formerly known as Cross Country Travcorps, Inc.), a
Delaware corporation (the " Borrower "), the LENDERS referred to therein (the " Lenders "), SALOMON SMITH
BARNEY INC., as sole advisor, arranger and book manager (in such capacity, the " Arranger "), CITICORP
USA, INC., as issuing bank (in such capacity, the " Issuing Bank "), swingline lender (in such capacity, the "
Swingline Lender "), and administrative agent (in such capacity, the " Administrative Agent ") and collateral
agent (in such capacity, the " Collateral Agent ") for the Lenders, BANKERS TRUST COMPANY, as
syndication agent (in such capacity, the " Syndication Agent "), and WACHOVIA BANK, N.A. and FLEET
NATIONAL BANK, as documentation agents (in such capacity, the " Documentation Agents ").
A. Pursuant to the Credit Agreement, each of the Lenders, the Swingline Lender and the Issuing Bank have extended credit
to the Borrower and have agreed to extend credit to the Borrower, in each case pursuant to the terms and subject to the
conditions set forth therein. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them
in the Credit Agreement.
B. The Borrower has requested that the Credit Agreement be amended as set forth herein.
C. The Required Lenders are willing so to amend the Credit Agreement pursuant to the terms and subject to the conditions
set forth herein.
Accordingly, in consideration of the mutual agreements herein co