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
Subsidiary Guaranty Agreement as if made by, and with respect to, such signatory
hereto; and (iii) perform all obligations and duties required of it pursuant to
the Subsidiary Guaranty Agreement.
2. Each of the Joinder Parties hereby represents and warrants its has
all the requisite corporate or limited liability company power and authority to
execute, deliver and perform its obligations under this Joinder and that when
this Joinder is executed and delivered, it will constitute a valid and legally
binding agreement enforceable against each of the undersigned in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a preceding in equity or at law) and an implied covenant of good
faith and fair dealing.
3. This Joinder may be signed in one or more counterparts (which maybe
delivered in original form or telecopier), each of which shall constitute an
original when so executed and all of which together shall constitute one and the
same agreement.
4. No amendment or waiver of any provision of this Joinder, nor any
consent or approval to any departure therefrom, shall in any event be effective
unless the same shall be in writing and signed by the parties thereto.
5. This Joinder shall be governed by and construed in accordance with,
the laws of the state of New York. The Parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Joinder. Each Joinder Party agrees that any suit, action or
proceeding against a Joinder Party brought by any lender or holder, arising out
of or based upon this Joinder may be instituted in any state or U.S. federal
court in the city of New York and county of New York and waives any objection
which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the non-exclusive jurisdiction of such
courts in any suit, action or proceeding.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed this Agreement this
18th day of January, 2006.
CLINFORCE, LLC., as Subsidiary
Guarantor
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
CROSS COUNTRY EDUCATION, LLC.,
as Subsidiary Guarantor
By: /s/ Xxxx Xxxxxx
----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
[Signature Pages Continue]
WACHOVIA BANK, NATIONAL
ASSOCIATION as Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
