Medical Staffing Network Holdings Inc Sample Contracts

SECOND AMENDMENT TO THE MEDICAL STAFFING NETWORK, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc
Agreement ---------
Escrow Agreement • November 22nd, 2002 • Medical Staffing Network Holdings Inc • Services-help supply services • District of Columbia
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 8th, 2002 • Medical Staffing Network Holdings Inc • New York
] SHARES
Underwriting Agreement • April 1st, 2002 • Medical Staffing Network Holdings Inc • Blank checks • New York
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Registration Rights Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc • New York
RECITALS
Pledge Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc • New York
EXHIBIT 10.17 CREDIT AGREEMENT
Credit Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc • New York
R E C I T A L S
Stockholders Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc • Delaware
THIRD AMENDMENT
Credit Agreement • March 28th, 2003 • Medical Staffing Network Holdings Inc • Services-help supply services • New York
FIRST AMENDMENT TO THE MEDICAL STAFFING NETWORK, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc
AMENDMENT NO. 2
Credit Agreement • March 28th, 2003 • Medical Staffing Network Holdings Inc • Services-help supply services • New York
RECITALS
Security Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc • New York
Recitals
Escrow Agreement • January 6th, 2003 • Medical Staffing Network Holdings Inc • Services-help supply services • California
RECITALS
Merger Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc • New York
CREDIT AGREEMENT Dated as of July 2, 2007 among MEDICAL STAFFING NETWORK, INC., AS BORROWER MEDICAL STAFFING HOLDINGS, LLC AND MEDICAL STAFFING NETWORK HOLDINGS, INC. AS CERTAIN OF THE GUARANTORS THE LENDERS AND L/C ISSUERS PARTY HERETO and GENERAL...
Credit Agreement • September 18th, 2007 • Medical Staffing Network Holdings Inc • Services-help supply services • New York

THIS CREDIT AGREEMENT, DATED AS OF JULY 2, 2007, IS ENTERED INTO AMONG MEDICAL STAFFING NETWORK, INC., A DELAWARE CORPORATION (THE “BORROWER”), MEDICAL STAFFING HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“MSH”), AND MEDICAL STAFFING NETWORK HOLDINGS, INC., A DELAWARE CORPORATION (“MSNH”, EACH A “HOLDINGS ENTITY” AND COLLECTIVELY, “HOLDINGS”), THE LENDERS (AS DEFINED BELOW), THE L/C ISSUERS (AS DEFINED BELOW), GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”), MERRILL LYNCH CAPITAL, AS SYNDICATION AGENT (IN SUCH CAPACITY, THE “SYNDICATION AGENT”) AND FIRSTLIGHT FINANCIAL CORPORATION, AS DOCUMENTATION AGENT (IN SUCH CAPACITY, THE “DOCUMENTATION AGENT”).

RECITALS
Holdings Pledge Agreement • February 8th, 2002 • Medical Staffing Network Holdings Inc • New York
MEDICAL STAFFING NETWORK, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2005 • Medical Staffing Network Holdings Inc • Services-help supply services • Florida

This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of the 10th day of March, 2005 among Medical Staffing Network, Inc. (the “Company”), Medical Staffing Network Holdings, Inc. (“Holdings”) and Gary Peck (the “Executive”).

AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT Dated as of March 12, 2009 among MEDICAL STAFFING NETWORK, INC., AS BORROWER MEDICAL STAFFING HOLDINGS, LLC AND MEDICAL STAFFING NETWORK HOLDINGS, INC. AS CERTAIN OF THE GUARANTORS THE LENDERS PARTY...
Second Lien Credit Agreement • March 13th, 2009 • Medical Staffing Network Holdings Inc • Services-help supply services • New York

THIS AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (THIS “AGREEMENT”) IS MADE AS OF THIS 12TH DAY OF MARCH, 2009 BY AND AMONG MEDICAL STAFFING NETWORK, INC., A DELAWARE CORPORATION (THE “BORROWER”), MEDICAL STAFFING HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“MSH”), AND MEDICAL STAFFING NETWORK HOLDINGS, INC., A DELAWARE CORPORATION (“MSNH”, EACH A “HOLDINGS ENTITY” AND COLLECTIVELY, “HOLDINGS”), THE LENDERS (AS DEFINED BELOW) AND GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”).

RIGHTS AGREEMENT between MEDICAL STAFFING NETWORK HOLDINGS, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC as Rights Agent Dated as of September 3, 2009
Rights Agreement • September 10th, 2009 • Medical Staffing Network Holdings Inc • Services-help supply services • Delaware

This RIGHTS AGREEMENT, dated as of September 3, 2009 (this “Agreement”), is made by and between Medical Staffing Network Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC (the “Rights Agent”).

DEBTOR-IN-POSSESSION GUARANTY AND SECURITY AGREEMENT dated as of July 7, 2010 among MEDICAL STAFFING NETWORK, INC. , EACH GRANTOR FROM TIME TO TIME PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent and Collateral Agent
Guaranty and Security Agreement • July 9th, 2010 • Medical Staffing Network Holdings Inc • Services-help supply services • New York

DEBTOR-IN-POSSESSION GUARANTY AND SECURITY AGREEMENT, dated as of July 7, 2010, by Medical Staffing Network, Inc. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and each other Secured Party (each as defined in the Credit Agreement referred to below).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 12th, 2009 • Medical Staffing Network Holdings Inc • Services-help supply services • Delaware

This Restricted Stock Agreement (the “Agreement”) is made and entered into on the 11th day of August, 2009 (the “Grant Date”) between Medical Staffing Network Holdings, Inc., a Delaware corporation (the “Company”), and Robert J. Adamson (“Grantee”).

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 29, 2006 AMONG MEDICAL STAFFING NETWORK, INC., THE OTHER CREDIT PARTIES SIGNATORY HERETO THE LENDERS REFERRED TO HEREIN, GENERAL ELECTRIC CAPITAL CORPORATION, AS ADMINISTRATIVE AGENT AND SOLE...
Credit Agreement • November 2nd, 2006 • Medical Staffing Network Holdings Inc • Services-help supply services • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of September 29, 2006, among MEDICAL STAFFING NETWORK, INC. (the “Borrower”). THE OTHER CREDIT PARTIES SIGNATORY HERETO, THE LENDERS listed on the signature pages hereof, and GENERAL ELECTRIC CAPITAL CORPORATION (in its individual capacity, “GE Capital”), as Administrative Agent and a Lender.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 12, 2009 among MEDICAL STAFFING NETWORK, INC., AS BORROWER MEDICAL STAFFING HOLDINGS, LLC AND MEDICAL STAFFING NETWORK HOLDINGS, INC. AS CERTAIN OF THE GUARANTORS THE LENDERS AND L/C ISSUERS...
Credit Agreement • March 13th, 2009 • Medical Staffing Network Holdings Inc • Services-help supply services • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (THIS “AGREEMENT”) IS MADE AS OF THIS 12TH DAY OF MARCH, 2009 BY AND AMONG MEDICAL STAFFING NETWORK, INC., A DELAWARE CORPORATION (THE “BORROWER”), MEDICAL STAFFING HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“MSH”), AND MEDICAL STAFFING NETWORK HOLDINGS, INC., A DELAWARE CORPORATION (“MSNH”, EACH A “HOLDINGS ENTITY” AND COLLECTIVELY, “HOLDINGS”), THE LENDERS (AS DEFINED BELOW), THE L/C ISSUERS (AS DEFINED BELOW), GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”) AND FIRSTLIGHT FINANCIAL CORPORATION, AS DOCUMENTATION AGENT.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 5th, 2004 • Medical Staffing Network Holdings Inc • Services-help supply services • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of June 25, 2004 (the “Effective Date”) by and among MEDICAL STAFFING NETWORK, INC, a Delaware corporation (the “Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Administrative Agent”) for itself, as a Lender, and as Administrative Agent for the Lenders, LASALLE BANK NATIONAL ASSOCIATION, as a Lender and SPECIAL SITUATIONS INVESTING GROUP, INC., as a Lender.

LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT
Credit Agreement • May 5th, 2010 • Medical Staffing Network Holdings Inc • Services-help supply services • New York

This LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO FORBEARANCE AGREEMENT (this “Waiver and Amendment”) is entered into as of April 30, 2010, by and among Medical Staffing Network, Inc., a Delaware corporation (“Borrower”), Medical Staffing Holdings, LLC, a Delaware limited liability company (“MSH”), Medical Staffing Network Holdings, Inc., a Delaware corporation (together with MSH, “Holdings”), each subsidiary of Borrower party hereto (collectively with Holdings, the “Guarantors” and, together with Holdings and Borrower, the “Loan Parties”), the financial institutions party hereto, as Lenders under the Credit Agreement (as hereinafter defined) (collectively, the “Lenders”), and General Electric Capital Corporation, individually as a Lender (“GECC”) and as administrative agent for the Lenders (in such capacity, “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as

SECOND AMENDMENT TO FORBEARANCE AGREEMENT
Forbearance Agreement • June 4th, 2010 • Medical Staffing Network Holdings Inc • Services-help supply services • New York

This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of June 4, 2010, by and among Medical Staffing Network, Inc., a Delaware corporation (“Borrower”), Medical Staffing Holdings, LLC, a Delaware limited liability company (“MSH”), Medical Staffing Network Holdings, Inc., a Delaware corporation (together with MSH, “Holdings”), each subsidiary of Borrower party hereto (collectively with Holdings, the “Guarantors” and, together with Holdings and Borrower, the “Loan Parties”), the financial institutions party hereto, as Lenders under the Credit Agreement (as hereinafter defined) (collectively, the “Lenders”), and General Electric Capital Corporation, individually as a Lender (“GECC”) and as administrative agent for the Lenders (in such capacity, “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as hereinafter defined).