EXHIBIT 10.33
SUPPLEMENT TO SUBSIDIARY GUARANTEE AGREEMENT
SUPPLEMENT NO. 11 dated as of December 30,
2004, to the SUBSIDIARY GUARANTEE AGREEMENT dated as of December 16, 1999, among each of
the subsidiaries listed on Schedule I thereto (each such subsidiary individually, a "SUBSIDIARY
GUARANTOR" and collectively, the "SUBSIDIARY GUARANTORS") of CROSS COUNTRY
HEALTHCARE, INC. (f/k/a Cross Country, Inc.), a Delaware corporation (the "BORROWER"), and
CITICORP USA, INC. ("CITICORP"), as collateral agent (the "COLLATERAL AGENT") for the Obligees
(as defined in the Credit Agreement referred to below).
A. Reference is made to (a) the Credit Agreement dated as of July 29, 1999, as amended and restated as of
December 16, 1999, March 16, 2001 and June 5, 2003 (as amended, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT"), among the Borrower, the Lenders (as defined in Article I thereof),
Citigroup Global Markets Inc., as sole bookrunner and joint lead arranger, Wachovia Securities LLC, as joint
lead arranger (together with Citigroup Global Markets Inc., in such capacity, the "ARRANGERS"), Citicorp
USA, Inc., as issuing bank (in such capacity, the "ISSUING BANK"), as swingline lender (in such capacity, the
"SWINGLINE LENDER"), as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT") and as collateral agent for the Lenders (in such capacity the "COLLATERAL AGENT"), Wachovia
Bank, National Association, as syndication agent (the "SYNDICATION AGENT"), and General Electric Capital
Corporation, Key Corporate Capital Inc., LaSalle Bank N.A. and SunTrust Bank, as documentation agents (the
"DOCUMENTATION AGENTS") and
(b) the form of Subsidiary Guarantee Agreement annexed to the Credit Agreement as Exhibit G (as amended,
supplemented or otherwise modified from time to time, the "SUBSIDIARY GUARANTEE AGREEMENT").
B. Capitalized terms used and not otherwise defined herein are used with the meanings assigned to such terms in
the Subsidiary Guarantee