Contract

EXHIBIT 10.39 SUPPLEMENT TO PLEDGE AGREEMENT ------------------------------ SUPPLEMENT NO. 12 (this "SUPPLEMENT") dated as of February 7, 2005, to the PLEDGE AGREEMENT dated as of July 29, 1999, as subsequently amended and restated, among CROSS COUNTRY HEALTHCARE, INC. (f/k/a Cross Country, Inc.), a Delaware corporation (the "BORROWER"), and CITICORP USA, INC. ("CITICORP"), as collateral agent (in such capacity, 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 Pledge Agreement annexed to the Credit Agreement as Exhibit I (as amended, supplemented or otherwise modified from time to time, the "PLEDGE AGREEMENT"), among the Guarantors and the Collateral Agent. B. Capitalized terms used herein and not otherwise defined herein are used with the meanings assigned to such terms in the Credit Agreement and the Pledge Agreement. C. The Pledgors have entered into the Pledge Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.10 of the Credit Agreement, each Subsidiary (other than a Foreign Subsidiary) that was not in existence or not a Subsidiary on the Original Closing Date is required to enter into the Pledge Agreement as a Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary owns or possesses property of a type that would be considered Collateral under the Pledge Agreement. Section 23 of the Pledge Agreement provides that such Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "NEW PLEDGOR") is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Pledgor under the Pledge Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 2 Accordingly, the Collateral Agent and the New Pledgor agree as follows: SECTION 1. In accordance with Section 23 of the Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally named therein as a Pledgor and the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Obligees, their successors and assigns, a security interest in and lien on all of the New Pledgor's right, title and interest in and to the Collateral of the New Pledgor. Each reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall be deemed to include the New Pledgor. The Pledge Agreement is hereby incorporated herein by reference. Schedule I attached hereto lists all of the issued and outstanding equity and debt interests of the New Pledgor. SECTION 2. Schedule II to the Pledge Agreement is hereby amended and restated to read in its entirety as set forth in Annex A hereto. SECTION 3. The New Pledgor represents and warrants to the Collateral Agent and the other Obligees that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. SECTION 4. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Pledgor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. SECTION 5. The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities. SECTION 6. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect. SECTION 7. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party 3 hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Pledge Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 9. All communications and notices hereunder shall be in writing and given as provided in Section 14 of the Pledge Agreement. All communications and notices hereunder to the New Pledgor shall be given to it in care of the Borrower. SECTION 10. The New Pledgor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent. 4 IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly executed this Supplement to the Pledge Agreement as of the day and year first above written. MCVT, INC., a Delaware corporation, By /s/ Susan Ball -------------------------------- Name: Susan Ball Title: Assistant Secretary Address: 6551 Park of Commerce Blvd, N.W. Boca Raton, Florida 33487 CITICORP USA, INC., as Collateral Agent, By /s/ Allen Fisher -------------------------------- Name: Allen Fisher Title: Vice President Schedule I to Supplement No. 12 to the Pledge Agreement Pledged Securities of the New Pledgor ------------------------------------- EQUITY INTERESTS AND RIGHTS Number of Registered Number and Percentage of Issuer Certificate Owner Class of Shares Shares ------ ----------- ----- --------------- ------ MCVT, Inc. 001 Cross Country 100/Common 100% Healthcare, Inc. DEBT SECURITIES Principal Issuer Amount Date of Note Maturity Date ------ ------ ------------ ------------- Annex A Schedule II to the Pledge Agreement EQUITY INTERESTS AND RIGHTS

- ------------------------------------------------------------------------------------------------------------ Pledgor Issuer No. of Registered Owner No. and Class Percentage of Certificate of Shares Shares - ------------------------------------------------------------------------------------------------------------ Cross Country TVCM, Inc. 105 Cross Country 100 shares of 100% Healthcare, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country CC Staffing, 2 Cross Country 100 shares of 100% Healthcare, Inc. Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country Cejka & Company 4 Cross Country 100 shares of 100% Healthcare, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country Cross Country C2 Cross Country 100 shares of 100% Healthcare, Inc. Education, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country ClinForce, Inc. 4 Cross Country 10 shares of 100% Healthcare, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country Cross Country C1 Cross Country 100 shares of 100% Healthcare, Inc. TravCorps, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country NovaPro, Inc. 1 Cross Country 100 shares of 100% Healthcare, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country Cross Country C1 Cross Country 100 shares of 100% Healthcare, Inc. Consulting, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country Assignment 1 Cross Country 100 shares of 100% Healthcare, Inc. America, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country MedStaff, Inc., 2 Cross Country 100 shares of 100% Healthcare, Inc. fka Cross Healthcare, Inc. Common Stock Country Nurses, Inc. - ------------------------------------------------------------------------------------------------------------
Annex A Schedule II to the Pledge Agreement
- ------------------------------------------------------------------------------------------------------------ Cross Country Cross Country C2 Cross Country 100 shares of 100% Healthcare, Inc. Local, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country Cross Country 1 Cross Country 3,000 shares of 100% Healthcare, Inc. Capital, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ Cross Country MCVT, Inc. 1 Cross Country 100 shares of 100% Healthcare, Inc. Healthcare, Inc. Common Stock - ------------------------------------------------------------------------------------------------------------ DEBT SECURITIES - ------------------------------------------------------------------------------------------------------------ Pledgor Issuer Principal Amount Date of Note Maturity Date - ------------------------------------------------------------------------------------------------------------ Cross Country Capital, MedStaff, Inc., fka $84,000,000 June 5, 2003 June 4, 2009 Inc. Cross Country Nurses, Inc. - ------------------------------------------------------------------------------------------------------------