Amendment No. 1 to Registration Rights Agreement among Cross Country, Inc. and Investors (August 23, 2001)

Summary

This amendment updates the Registration Rights Agreement originally signed on October 29, 1999, between Cross Country, Inc. and several investor parties. The amendment adds a provision ensuring that if the company's capital structure changes—such as through mergers, stock splits, or reorganizations—the rights and obligations under the agreement will be adjusted fairly to preserve the original intent. All other terms of the original agreement remain unchanged and in effect.

EX-4.4 7 a2050360zex-4_4.txt EX 4.4 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/ Joseph Boshart ---------------------------------------- Name: Joseph Boshart 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/ Thomas C. Dircks ---------------------------------------- Name: Thomas C. Dircks Title: Managing Director CHEF NOMINEES LIMITED By: Charterhouse Group International, Inc., Attorney-in-Fact By: /s/ Thomas C. Dircks ---------------------------------------- Name: Thomas C. Dircks Title: Managing Director MORGAN STANLEY DEAN WITTER CAPITAL PARTNERS IV, L.P. By: MSDW Capital Partners IV, LLC, as general partner By: MSDW CAPITAL PARTNERS IV, INC., as member By: /s/ Karen Bechtel ---------------------------------------- Name: Karen Bechtel 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/ Karen Bechtel ---------------------------------------- Name: Karen Bechtel Title: Managing Director MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV, L.P. By: MSDW Capital Partners IV, LLC, as general partner By: MSDW CAPITAL PARTNERS IV, INC., as member By: /s/ Karen Bechtel --------------------------------------- Name: Karen Bechtel Title: Managing Director MORGAN STANLEY VENTURE PARTNERS III, L.P. By: Morgan Stanley Venture Partners III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Jeffrey Booth ---------------------------------------- Name: Jeffrey Booth Title: Executive Director MORGAN STANLEY VENTURE INVESTORS III, L.P. By: Morgan Stanley Venture Investors III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Jeffrey Booth ---------------------------------------- Name: Jeffrey Booth Title: Executive Director THE MORGAN STANLEY VENTURE PARTNERS ENTREPRENEUR FUND, L.P. By: Morgan Stanley Venture Partners III, L.L.C., its General Partner By: Morgan Stanley Venture Capital III, Inc., its Institutional Managing Member By: /s/ Jeffrey Booth ---------------------------------------- Name: Jeffrey Booth Title: Executive Director