EXHIBIT
10.58
Execution Copy
JOINDER
AGREEMENT
THIS JOINDER AGREEMENT, dated as of
September 9th, 2008 (the “ Agreement ”), to the
Subsidiary Guaranty Agreement and the Collateral Agreement referred
to below is entered into by and among Cross Country Healthcare,
Inc., a Delaware corporation (the “ Borrower ”),
StoneCo H, Inc., a Delaware corporation (“ StoneCo H
”), StoneCo A, LLC., a Delaware limited liability
company, StoneCo C, LLC., a Delaware limited liability company,
StoneCo M, LLC, a Delaware limited liability company, CC Local,
Inc., a Delaware corporation, each a “ New Subsidiary
” and collectively, the “ New Subsidiaries
”), and Wachovia Bank, National Association, a national
banking association, as Administrative Agent (the “
Administrative Agent ”) under the Amended and Restated
Credit Agreement referred to below.
Statement of Purpose
Reference is hereby made to the Credit
Agreement dated as of November 10, 2005 and Amended and Restated as
of September 9th, 2008 (as supplemented hereby and as further
amended, restated, supplemented or otherwise modified, the “
Amended and Restated Credit Agreement ”) by and among
the Borrower, the Lenders who are or may become party thereto and
the Administrative Agent. In connection with the Amended and
Restated Credit Agreement, the Borrower and certain of its
Subsidiaries have entered into the Collateral Agreement referred to
therein and certain Subsidiaries of the Borrower have entered into
the Subsidiary Guaranty Agreement referred to therein.
StoneCo H is a Domestic Subsidiary of
Borrower. StoneCo H owns all New Subsidiaries of Borrower. CC
Local is a Domestic Subsidiary of Borrower. In connection therewith
and pursuant to Section 9.11 of the Amended and Restated
Credit Agreement, (a) each New Subsidiary is required to execute,
among other documents, a Joinder Agreement in order (i) to become a
Guarantor under the Subsidiary Guaranty Agreement and (ii) to
become a Grantor and a Subsidiary Issuer under the Collateral
Agreement, (b) StoneCo H is required, pursuant to the Joinder
Agreement, to pledge one hundred percent (100%) of the Capital
Stock of each New Subsidiary and (c) Borrower is required to,
pursuant to the Joinder Agreement, to pledge one hundred percent
(100%) of the Capital Stock of StoneCo H.
NOW THEREFORE, in consideration of the
premises and other good and valuable consideration, the parties
hereto hereby agree as follows:
Section 1.1
Guaranty Agreement
Supplement .
(a)
Each New Subsidiary hereby agrees that by
execution of this Agreement it is a Guarantor under the Subsidiary
Guaranty Agreement as if a signatory thereof on the Closing Date of
the Amended and Restated Credit Agreement, and each New Subsidiary
(i) shall comply with, and be subject to, and have the benefit of,
all of the terms, conditions, covenants, agreements and obligations
set forth in the Subsidiary Guaranty Agreement and (ii) hereby
makes each representation and warranty set forth in the Subsidiary
Guaranty Agreement.
(b)
The Borrower and each New Subsidiary
hereby agree that each reference to a “Guarantor”, the
“Guarantors”, a “Subsidiary Guarantor” or
the “Subsidiary Guarantors” in the Amended and Restated
Credit Agreement, the Subsidiary Guaranty Agreement and other Loan
Documents shall include each New Subsidiary, and each reference to
the “Subsidiary Guaranty Agreement”, “Subsidiary
Guaranty” or “Guaranty” as used therein shall
mean the Subsidiary Guaranty Agreement as supplemented
hereby.
Section 2.1
Collateral Agreement
Supplement .
(a)
Joinder to the Collateral
Agreement .
(i)
In order to secure the Amended and
Restated Credit Agreement in accordance with the terms thereof, and
to secure the payment and performance of all of the Obligations,
(A) each New Subsidiary hereby grants to the Administrative Agent,
for the ratable benefit of itself and the Lenders, a continuing
security interest in and to all of such New Subsidiary’s
right, title and interest in and to all Collateral whether now or
hereafter owned or acquired by such New Subsidiary or in which such
New Subsidiary now has or hereafter has or acquires any rights, and
wherever located (collectively, the “ New Collateral
”) and (B) the Borrower and StoneCo H each hereby (1)
confirms and reaffirms the Security Interests in and to all of the
Collateral of the Borrower and StoneCo H granted to the
Administrative Agent, for the ratable benefit of itself and the
Lenders, under the Collateral Agreement and (2) confirms and
reaffirms that the Collateral of the Borrower and StoneCo H
respectively includes the equity interests and other ownership
interests owned by the Borrower and StoneCo H respectively in each
applicable New Subsidiary (collectively, the “ Additional
Investment Collateral ”).
(ii)
The Security Interests are granted as
security only and shall not subject the Administrative Agent or any
Lender to, or tra
