Amended and Restated Credit Agreement



 






Exhibit 10.13




FIRST AMENDMENT




          FIRST AMENDMENT (this “Amendment”), dated as of August 19, 2005 to the AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of June 14, 2005 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among SFBC INTERNATIONAL, INC. (the
“Borrower”), the Subsidiary Guarantors party thereto (the “Subsidiary Guarantors”),
the Lenders and other agents from time to time party thereto and UBS AG, STAMFORD BRANCH, as
Administrative Agent and Collateral Agent.




W I T N E S S E T H:




          WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent are
parties to the Credit Agreement, pursuant to which the Lenders have made extensions of credit to
the Borrower;




          WHEREAS, the Borrower and Administrative Agent have determined that the definition of
Consolidated Interest Expense as appears in the Credit Agreement does not properly reflect the
intentions of the parties at the time the Credit Agreement was executed; and




          WHEREAS, the Borrower has requested that the Lenders agree to make amendments to, the Credit
Agreement to more accurately reflect such intentions, and the Lenders are agreeable to such request
but only upon the terms and subject to the conditions set forth herein;




          NOW THEREFORE, in consideration of the premises and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:




          Section 1. Definitions. Terms defined in the Credit Agreement are used herein with
the respective meanings given to them therein, except as amended as set forth below in Section 2 of
this Amendment.




          Section 2. Amendment to Section 1.01(a) of the Credit Agreement. Section 1.01(a) of
the of the Credit Agreement is hereby amended by deleting the definition of “Consolidated Interest
Expense” in its entirety and substituting in lieu thereof the following new definition of
“Consolidated Interest Expense”:




                    “Consolidated Interest Expense” shall mean, for any period, the total consolidated interest
expense of Borrower and its Subsidiaries for such period determined on a consolidated basis in
accordance with GAAP plus, without duplication:




     (a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of
Borrower and its Subsidiaries for such period;




     (b) commissions, discounts and other fees and charges owed by Borrower or
any of its Subsidiaries with respect to letters of credit securing financial
obligations, bankers’ acceptance financing and receivables financings for such period;



 









 






     (c) amortization of debt issuance costs, debt discount or premium and other financing
fees and expenses incurred by Borrower or any of its Subsidiaries for such period;




     (d) cash contributions to any employee stock ownership plan or similar trust made by
Borrower or any of its Subsidiaries to the extent such contributions are used by such plan
or trust to pay interest or fees to any person (other than Borrower or a Wholly Owned
Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;




     (e) all interest paid or payable with respect to discontinued operations of Borrower or
any of its Subsidiaries for such period;




     (f) the interest portion of any deferred payment obligations of Borrower or any of its
Subsidiaries for such period; and




     (g) all interest on any Indebtedness of Borrower or any of its Subsidiaries of the type
described in clause (f) or (k) of the definition of “Indebtedness” for such period;


provided that, (i) for the purposes of determining the Consolidated Interest Coverage Ratio for the
fiscal quarter ending June 30, 2005, Consolidated Interest Expense for the relevant period shall be
deemed to equal Consolidated Interest Expense for the fiscal quarters ending March 31, 2005 and
June 30, 2005 calculated on a pro forma basis giving effect to the pre-payment of the Term Loan and
excluding charges for write-offs of deferred financing costs associated with the repayment of the
Existing Term Loans to the extent recorded for such period, multiplied by 2 and (ii) for the
purposes of determining the Consolidated Interest Coverage Ratio for the fiscal quarters ending
September 30, 2005, December 31, 2005 and March 31, 2006, Consolidated Interest Expense shall be
deemed to equal Consolidated Interest Expense for such fiscal quarter (and each previous fiscal
quarter commencing after June 30, 2005, if any) multiplied by 4, 2 and 4/3, respectively.




          Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any
Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test
Period in connection with the Acquisition, any Permitted Acquisitions and Asset Sales (other than
any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment
or extinguishing had been effected on the first day of such period.”




          Section 3. Conditions to Effectiveness. This Amendment shall become effective on and
as of the date hereof upon the satisfaction of the following conditions precedent (such date the
“Effective Date”):





     (a) The Administrative Agent shall have received a counterpart of this Amendment duly
executed and delivered by the Borrower and the Required Lenders.



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     (b) The Administrative Agent shall have received an Acknowledgment and Consent,
substantially in the form of Exhibit A hereto, duly executed and delivered by each
Guarantor.




     (c) The Administrative Agent shall have received all fees required to be paid, and all
expenses for which invoices have been presented supported by customary documentation
(including reasonable fees, disbursements and other charges of counsel to the Administrative
Agent), on or before the Effective Date.



          Section 4. Representations and Warranties.




          The Borrower hereby represents and warrants to the Administrative Agent and each Lender that
(before and after giving effect to this Amendment):





     (a) No Default or Event of Default has occurred and is continuing after giving effect
to this Amendment.




     (b) After giving effect to this Amendment, each of the representations and warranties
made by the Loan Parties in or pursuant to the Loan Documents is true and correct in all
material respects on and as of the date hereof as if made on and as of the date hereof,
except for any representation and warranty which is expressly made as of an earlier date,
which representation and warranty shall have been true and correct in all material respects
as of such earlier date.



          Section 5. Limited Amendment. This Amendment shall not constitute an amendment or
waiver of or consent to any provision of the Credit Agreement or any other Loan Document not
expressly referred to herein and shall not be construed as an amendment, waiver or consent to any
action on the part of the Borrower or the Guarantors that would require an amendment, waiver or
consent of the Administrative Agent or the Lenders except as expressly stated herein. Except as
expressly amended hereby, the provisions of the Credit Agreement and the Loan Documents are and
shall remain in full force and effect in accordance with their terms.




          Section 6. Miscellaneous.





     (a) Counterparts. This Amendment may be executed by one or more of the parties
to this Amendment on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the copies of
this Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. Delivery of an executed signature page of this Amendment or of a
Lender Consent Letter by facsimile transmission shall be effective as delivery of a manually
executed counterpart thereof.




     (b) The execution and delivery of the Lender Consent Letter by any Lender shall be
binding upon each of its successors and assigns (including assignees of its Loans in whole
or in part prior to effectiveness hereof).




     (c) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	SFBC INTERNATIONAL, INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	UBS AG, STAMFORD BRANCH, as
 Administrative Agent

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                                              /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




	 	 	 	 	 



	 	 	 	 	 
	 	__________________________________________

(NAME OF LENDER)

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





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ACKNOWLEDGEMENT AND CONSENT




          Reference is made to the First Amendment, dated as of August ___, 2005 (the
“Amendment”), to the Amended and Restated Credit Agreement, dated as of June 14, 2005 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among SFBC INTERNATIONAL, INC. (the “Borrower”), the Subsidiary Guarantors party thereto
(the “Subsidiary Guarantors”), the Lenders and other agents from time to time party thereto
and UBS AG, STAMFORD BRANCH, as Administrative Agent. Unless otherwise defined herein, capitalized
terms used herein and defined in the Credit Agreement are used herein as therein defined.




          Each of the undersigned parties to the Credit Agreement and the Security Agreement hereby (a)
consents to the transactions contemplated by the Amendment and (b) acknowledges and agrees that the
guarantees and grants of security interests made by such party contained in the Credit Agreement
and the Security Agreement are, and shall remain, in full force and effect after giving effect to
the Amendment.




          IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Consent to be duly
executed and delivered by their respective proper and duly authorized officers as of August ___,
2005.




	 	 	 	 	 
	 	SFBC INTERNATIONAL, INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	David Natan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	11190 BISCAYNE, LLC

 	 
	 	By:  	SFBC International, Inc., as its sole member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                      /s/
 	 
	 	 	Name:  	David Natan 	 
	 	 	Title:  	Chief Financial Officer 	 



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	 	CLINICAL PHARMACOLOGY INTERNATIONAL, INC.

SFBC FT. MYERS, INC.

SFBC ANALYTICAL LABORATORIES, INC.

SFBC NEW DRUG SERVICES, INC.

SOUTH FLORIDA KINETICS, INC.

SFBC TAYLOR TECHNOLOGY, INC.

SFBC SUB 2004, INC.

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	By:  	                      /s/
 	 
	 	 	Name:  	David Natan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	PHARMANET, INC.

PHARMANET (D.C.), INC.

PHARMANET (C.A.), INC.

PHARMANET, INC., a Pennsylvania corporation

PHARMANET (I.L.), INC.

PHARMASITE, INC.

PHARMANET (NC), INC.

PHARMANET (P.A.), INC.

PHARMA HOLDINGS, INC.

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	By:  	             /s/
 	 
	 	 	Name:  	John P. Hamill 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	 	 
	 	PHARMANET, LLC

 	 
	 
	 	 	 
	 	By:  	                                              PharmaNet, Inc., a Pennsylvania corporation, as
 	 
	 	 	its managing member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	             /s/
 	 
	 	 	Name:  	John P. Hamill 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	             PharmaNet (C.A.), Inc., as its managing member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	             /s/
 	 
	 	 	Name:  	John P. Hamill 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



[Signature Page to Acknowledgment and Consent]




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	 	PHARMASOFT, LLC

 	 
	 	By:  	PharmaNet, LLC, as its sole member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	          /s/
 	 
	 	 	Name:  	John P. Hamill 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 
	 



[Signature Page to Acknowledgment and Consent]





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