SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

EXHIBIT 10.5

SECOND AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT

This Second Amendment to Revolving Credit and Security Agreement (the “Amendment”) is entered into as of the 3rd day of August, 2004, by and between SFBC INTERNATIONAL, INC., a Delaware corporation (“Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION (the “Bank”), successor in interest to First Union National Bank, and SOUTH FLORIDA KINETICS, INC., a Florida corporation, d/b/a SOUTH FLORIDA BIOAVAILABILITY CLINIC, SFBC FT. XXXXX, INC., a Florida corporation, SFBC ANALYTICAL LABORATORIES, INC., a Florida corporation, SFBC NEW DRUG SERVICES, INC., a Florida corporation, f/k/a SFBC CHARLOTTE, INC., and CLINICAL PHARMACOLOGY INTERNATIONAL, INC., a Florida corporation (collectively, the “Guarantor”).

W I T N E S S E T H:

WHEREAS, Borrower and Bank entered into that certain Revolving Credit and Security Agreement dated as of September 16, 2002 (the “Original Agreement”); and

WHEREAS, Borrower and Bank entered into that certain Amended and Restated Revolving Credit and Security Agreement dated as of July 30, 2003 (the “Amended and Restated Agreement”), which Amended and Restated Agreement amended, restated, and superseded the Original Agreement in its entirety; and

WHEREAS, Borrower and Bank entered into that certain First Amendment to Amended and Restated Credit and Security Agreement dated as of October 14, 2003 (the “October Amendment”), which October Amendment modified the Amended and Restated Agreement; and

WHEREAS, Borrower and Bank entered into that certain Second Amended and Restated Revolving Credit and Security Agreement dated as of February 24, 2004 (the “Agreement”), which Agreement amended, restated, and superseded the Amended and Restated Agreement, as modified by the October Amendment, in its entirety; and

WHEREAS, Borrower and Bank entered into that certain First Amendment to Revolving Credit and Security Agreement dated as of April 30, 2004 (the “First Amendment”), which First Amendment modified the Agreement; and

WHEREAS, the parties desire to further modify and amend the Agreement pursuant to the terms hereof. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned in the Agreement.

NOW, THEREFORE, for good and valuable considerations, the receipt of which is hereby acknowledged, the parties do hereby modify the Agreement as follows:

1.

The recitals contained hereinabove are true and correct and are made a part hereof.

2.

Section 7.1 of the Agreement is hereby deleted in its entirety.

3.

Section 7.3 of the Agreement is hereby deleted in its entirety.

4.

The Agreement is hereby amended by inserting a new Section 7.3 as follows:

7.3

Net Average Funded Debt to EBITDA Ratio. Borrower, each Guarantor and each Foreign Subsidiary shall, at all times, not allow the consolidated ratio of its Net Average Funded Debt to be greater than 2.5 times its consolidated EBITDA. “Net Average Funded Debt” shall be defined as the Borrower’s, each Guarantor’s and each Foreign Subsidiary’s consolidated borrowed debt, including commercial debt, capital leases, mortgage indebtedness, bond indebtedness including convertible debt, and all other forms of borrowed debt in which repayment is required, less Borrower’s, each

Guarantor’s and each Foreign Subsidiary’s unencumbered cash and readily marketable securities traded on national recognized U.S. Markets. Net Average Funded Debt shall be computed on the average of the Net Average Funded Debt at the end of each quarter, on a rolling four (4) quarter basis. “EBITDA” shall be defined as Borrower’s, each Guarantor’s and each Foreign Subsidiary’s consolidated earnings before interest expense, income taxes, and depreciation and amortization expense. EBITDA shall be computed on a rolling four (4) quarter basis.

5.

Exhibit 1.1C of the Agreement is hereby amended by adding a new Section 8 thereto as follows:

8.

Debt to be offered pursuant to that certain $100,000,000.00 Final Offering Memorandum of convertible notes dated as of August ___, 2004.

6.

Borrower acknowledges, represents, warrants and confirms to Bank that: (i) the Note, the Agreement and the other Loan Documents, as amended or modified to date, are valid and binding upon Borrower and enforceable in accordance with the respective terms thereof; (ii) all of the terms, covenants, conditions, representations, warranties and agreements contained in the Loan Documents are hereby ratified and confirmed in all respects; (iii) there are no defenses, setoffs, counterclaims, cross-actions or equities in favor of Borrower to or against the enforcement of the Note, the Agreement or the other Loan Documents; (iv) no oral representations, statements, or inducements have been made by Bank with respect to the Loan, this Amendment or any Loan Document; and (v) Bank is under no obligation to further amend or modify the Agreement or any other Loan Document.

7.

Each Guarantor acknowledges, represents, warrants and confirms to Bank that: (i) each respective Guaranty Agreement and all other documents executed by each Guarantor in connection therewith are valid and binding obligations of each Guarantor, enforceable in accordance with their respective terms; (ii) the Loan, as evidenced by the Note and other Loan Documents, shall continue to be guarantied by each Guaranty Agreement; (iii) all of the terms, covenants, conditions, representations, warranties and agreements contained in each Guaranty Agreement are hereby ratified and confirmed in all respects; (iv) there are no defenses, setoffs, counterclaims, cross-actions or equities in favor of any Guarantor to or against the enforcement of any Guaranty Agreement or any of the other Loan Documents; (v) no oral representations, statements, or inducements have been made by Bank with respect to the Loan, this Amendment or any Guaranty Agreement; and (vi) Bank is under no obligation to further amend or modify the Agreement or any other Loan Document.

8.

This Amendment shall be binding upon, and shall inure to the benefit of, the respective successors and assigns of the parties hereto.

9.

The Agreement, the Guaranty Agreements and all other Loan Documents, and all other documents executed in connection with any of the foregoing, are hereby ratified, confirmed and approved in all respects including, but not limited to, the representations and warranties contained therein, and Borrower and each Guarantor do each hereby represent and warrant that no default now exists.

10.

Except as amended by this Amendment, no term or condition of the Agreement or any other Loan Document shall be modified and the same shall remain in full force and effect; provided, however, if any provision of this Amendment is in conflict with, or inconsistent with, any provision in the Agreement (as amended) or other Loan Documents, then the provision contained in this Amendment shall govern and control.

11.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Said counterparts shall constitute but one and the same instrument and shall be binding upon each of the undersigned individually as fully and completely as if all had signed but one instrument so that the joint and several liability of each of the undersigned shall be unaffected by the failure of any of the undersigned to execute any or all of said counterparts.

12.

AS A MATERIAL INDUCEMENT FOR BANK TO EXECUTE THIS AMENDMENT, BORROWER AND EACH GUARANTOR DO EACH HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO XXX, ACQUIT, SATISFY AND FOREVER DISCHARGE BANK, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS, COUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER IN LAW OR IN EQUITY WHICH THE BORROWER AND/OR ANY GUARANTOR EVER HAD, NOW HAS, OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF BORROWER AND/OR ANY GUARANTOR HEREAFTER CAN, SHALL OR MAY HAVE AGAINST BANK, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER THROUGH THE DATE THAT THIS AMENDMENT IS EXECUTED. BORROWER AND EACH GUARANTOR FURTHER EXPRESSLY AGREE THAT THE FOREGOING RELEASE AND WAIVER AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY THE LAWS OF THE STATE OF FLORIDA.

13.

WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND EACH GUARANTOR BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS AMENDMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ENTER INTO AND ACCEPT THIS AMENDMENT. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS AMENDMENT.

[EXECUTIONS AND ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGE]

THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT IS EXECUTED AND DELIVERED UNDER SEAL AS OF AUGUST 3, 2004.

BORROWER:

SFBC INTERNATIONAL, INC., a Delaware corporation

By: /s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx, Chief Executive Officer

GUARANTOR:

SOUTH FLORIDA KINETICS, INC., a Florida

corporation, d/b/a SOUTH FLORIDA BIOAVAILABILITY

CLINIC

By: /s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx, Treasurer

SFBC FT. XXXXX, INC., a Florida corporation

By: /s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx, Treasurer

SFBC ANALYTICAL LABORATORIES, INC., a Florida

corporation

By: /s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx, Treasurer

SFBC NEW DRUG SERVICES, INC., a Florida

corporation, f/k/a SFBC CHARLOTTE, INC.

By: /s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx, Treasurer

CLINICAL PHARMACOLOGY INTERNATIONAL, INC.,

a Florida corporation

By: /s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx, Treasurer

BANK:

WACHOVIA BANK, NATIONAL ASSOCIATION

By: /s/ Xxxxxx X. Xxxxxxxx

(SEAL)

Xxxxxx X. Xxxxxxxx, Senior Vice President

STATE OF FLORIDA

)

)ss:

COUNTY OF MIAMI-DADE

)

The foregoing instrument was acknowledged before me this _____ day of August, 2004, by Xxxxxx Xxxxxxx, as (i) the Chief Executive Officer of SFBC INTERNATIONAL, INC., a Delaware corporation; (ii) the Treasurer of SOUTH FLORIDA KINETICS, INC., a Florida corporation, d/b/a SOUTH FLORIDA BIOAVAILABILITY CLINIC; (iii) the Treasurer of SFBC FT. XXXXX, INC., a Florida corporation; (iv) the Treasurer of SFBC ANALYTICAL LABORATORIES, INC., a Florida corporation; (v) the Treasurer of SFBC NEW DRUG SERVICES, INC., a Florida corporation, f/k/a SFBC CHARLOTTE, INC.; and (vi) the Treasurer of CLINICAL PHARMACOLOGY INTERNATIONAL, INC., a Florida corporation, on behalf of each corporation. Such individual is personally known to me or produced _______________ as identification.

Print or Stamp Name:

Notary Public, State of Florida

Commission Number:

My Commission Expires:

STATE OF FLORIDA

)

)ss:

COUNTY OF MIAMI-DADE

)

The foregoing instrument was acknowledged before me this _____ day of August, 2004, by Xxxxxx X. Xxxxxxxx, as Senior Vice President of WACHOVIA BANK, NATIONAL ASSOCIATION, on behalf of the bank. Such individual is personally known to me or produced _______________ as identification.

Print or Stamp Name:

Notary Public, State of Florida

Commission Number:

My Commission Expires: