EXHIBIT 10.37
JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of January 18, 2006, among CROSS
COUNTRY
HEALTHCARE, INC., a Delaware corporation, the Guarantors (as
defined in the
Subsidiary Guaranty Agreement), and, together with the Company, the
"Joinder
Parties" in connection with the Credit Agreement, dated November
11, 2005
herewith (as amended, restated, supplemented or otherwise modified,
the "Credit
Agreement").
WHEREAS, Cross Country Healthcare, Inc. executed a Subsidiary
Guaranty
Agreement with Wachovia Bank, National Association, as
Administrative Agent (in
such capacity, the "Administrative Agent") for the ratable benefit
of itself and
the financial institutions (the "Lenders").
WHEREAS, pursuant to the terms of the Subsidiary Guaranty
Agreement,
Section 4.17 and Section 9.11 of the Credit Agreement, the
Guarantor is required
to add additional guarantors if created, acquired, or formed.
WHEREAS, Cross Country Healthcare, Inc. has incorporated a new
company
called Clinforce, LLC., a Delaware limited liability company on
December 19,
2005.
WHEREAS, Cross Country Healthcare, Inc. has incorporated a
company
called Cross Country Education, LLC. a Delaware limited liability
company on
December 19, 2005.
NOW, THEREFORE, the undersigned hereby agree for the benefit of
the
Administrative Agent and the Lenders, as follows:
1. Each of the Joinder Parties hereby acknowledges that it has
received
and reviewed a copy of the Subsidiary Guaranty Agreement and all
other documents
in connection with entering into this Joinder Agreement and
acknowledges and
agrees, as indicated by its signature below, to (i) join and become
a party to
the Subsidiary Guaranty Agreement; (ii) be bound by all covenants,
agreements,
representations, warranties and acknowledgements attributable to it
under the
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