Exhibit 10.14SECOND AMENDMENT          SECOND AMENDMENT (this “Amendment”), dated as of November ___, 2005 to the AMENDED ANDRESTATED CREDIT AGREEMENT, dated as of June 14, 2005 (as amended, supplemented or otherwisemodified 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, asAdministrative Agent and Collateral Agent.WITNESSETH:          WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent areparties to the Credit Agreement, pursuant to which the Lenders have made extensions of credit tothe Borrower; and          WHEREAS, the Borrower has requested that the Lenders agree to make certain amendments to theCredit Agreement and the Security Agreement, and the Lenders are agreeable to such request but onlyupon 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 hereinwith the respective meanings given to them therein, except as amended as set forth below inSection 2 of this Amendment.          Section 2. Amendment to Section 1.01 of the Credit Agreement. Section 1.01 ofthe Credit Agreement is hereby amended (i) by adding the following new definition in theproper alphabetical order:     “‘**EffectiveDate**’ shall mean June 14, 2005.”     “‘**Secured Foreign Exchange Hedging Agreement**’ shall mean a Hedging Agreement in respectof forward purchase or similar agreement or arrangement dealing with currency exchange ratesif at the date of entering into such Hedging Agreement the counterparty in respect thereofwas a Lender or an Affiliate of a Lender.”; and(ii) by amending the definition of “Secured Parties” to read in its entirety as follows:     “‘**Secured Parties**’ shall have the meaning assigned to such term in the SecurityAgreement.”
 

 
          Section 3. Amendment to Section 5.01(c) of the Credit Agreement. Section5.01(c) of the Credit Agreement is hereby amended by adding a new clause (i)(D) followingclause (i)(C) appearing therein to read in its entirety as follows:“and (D) beginning with the fiscal quarter ending December 31, 2005 listing theSecured Foreign Exchange Hedging Agreements of the Borrower that are outstanding as of thelast day of the relevant reporting period and setting forth computations in reasonabledetail satisfactory to the Administrative Agent demonstrating compliance with the proviso toSection 6.02(j)”          Section 4. Amendment to Section 6.02(j) of the Credit Agreement. Section6.02(j) of the Credit Agreement is hereby amended by deleting such Section in its entiretyand substituting in lieu thereof the following:     “(j) Liens granted pursuant to the Security Documents to secure the SecuredObligations; provided that the aggregate notional amount of the Borrower’s obligations inrespect of unsettled transactions under Secured Foreign Exchange Hedging Agreements shallnot at any time exceed $50,000,000 (with the notional amount of each individual transactioncalculated as the dollar equivalent of the notional amount of such transaction as of thetrade date thereof) and no individual transaction under any such agreement shall have ascheduled settlement date that extends beyond nine months from the related trade date.”          Section 5. Amendment to Section 6.08(c) of the Credit Agreement. Section6.08(c) of the Credit Agreement is hereby amended by deleting such Section in its entiretyand substituting in lieu thereof the following:     “(c) the repurchase of Borrower’s outstanding common stock; *provided*that after givingeffect thereto (i) no Default or Event of Default shall have occurred and be continuing and(ii) the aggregate cash consideration paid for all suchrepurchases pursuant to this Section6.08(c) since the Effective Date does not exceed $30,000,000.”          Section 6. Amendment to Section 6.10(d) of the Credit Agreement. Section6.10(d) of the Credit Agreement is hereby amended by deleting such Section in its entiretyand substituting in lieu thereof the following:     “(d) Limitation on Capital Expenditures. Permit the aggregate amount ofCapital Expenditures made in any period set forth below, to exceed the amount set forthopposite such period below:          **Period**  **Amount (in millions)**  January 1, 2005 to December 31, 2005  $21.00   January 1, 2006 to December 31, 2006  $22.00   January 1, 2007 to December 31, 2007  $25.25   January 1, 2008 to December 31, 2008  $27.50   January 1, 2009 to December 31, 2009  $29.75”  
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          Section 7. Amendment to Section 1.1(c) of the Security Agreement. Thedefinition of “**Secured Parties**” in Section 1.1(c) of the Security Agreement is hereby amendedby deleting such definition in its entirety and substituting in lieu thereof the following:     “‘**Secured Parties**’ shall mean, collectively, (i) the Administrative Agent, (ii) theCollateral Agent, (iii) each other Agent, (iv) the Lenders and (v) (1) each party to a HedgingAgreement relating to the Loans if at the date of entering into such Hedging Agreement such personwas a Lender or an Affiliate of a Lender and (2) each party to a Secured Foreign Exchange HedgingAgreement, if in the case of clauses (v)(1) and(2), the counterparty in respect thereof executesand delivers to the Administrative Agent a letter agreement in form and substance acceptable to theAdministrative Agent pursuant to which such person (i) appoints the Collateral Agent as its agentunder the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 10.03and 10.09 of the Credit Agreement.”          Section 8. Conditions to Effectiveness. This Amendment shall become effectiveon and as of the date hereof upon the satisfaction of the following conditions precedent(such date the “Amendment Effective Date”):     (a) The Administrative Agent shall have received a counterpart of this Amendment dulyexecuted and delivered by the Borrower and the Required Lenders.     (b) The Administrative Agent shall have received an Acknowledgment and Consent,substantially in the form of Exhibit A hereto, duly executed and delivered by eachGuarantor.     (c) The Administrative Agent shall have received all fees required to be paid, and allexpenses for which invoices have been presented supported by customary documentation(including reasonable fees, disbursements and other charges of counsel to the AdministrativeAgent), on or before the Amendment Effective Date.          Section 9. 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 effectto this Amendment.     (b) After giving effect to this Amendment, each of the representations and warrantiesmade by the Loan Parties in or pursuant to the Loan Documents is true and
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correct in all material respects on and as of the date hereof as if made on and as ofthe date hereof, except for any representation and warranty which is expressly made as of anearlier date, which representation and warranty shall have been true and correct in allmaterial respects as of such earlier date.          Section 10. Limited Amendment. This Amendment shall not constitute an amendmentor waiver of or consent to any provision of the Credit Agreement or any other Loan Documentnot expressly referred to herein and shall not be construed as an amendment, waiver orconsent to any action on the part of the Borrower or the Guarantors that would require anamendment, waiver or consent of the Administrative Agent or the Lenders except as expresslystated herein. Except as expressly amended hereby, the provisions of the Credit Agreementand the Loan Documents are and shall remain in full force and effect in accordance with theirterms.          Section 11. Payment of Fees and Expenses.     (a) The Borrower agrees to pay or reimburse the Administrative Agent for allof its reasonable out-of-pocket costs and expenses incurred in connection with thisAmendment, any other documents prepared in connection herewith and the transactionscontemplated hereby, including, without limitation, the reasonable fees and disbursements ofcounsel to the Administrative Agent.     (b) If the Amendment Effective Date occurs, the Borrower agrees to pay an amendment feeto the Administrative Agent for the account of each Lender that has executed and deliveredthis Amendment to the Administrative Agent on or prior to 5:00 p.m. New York time onNovember 30, 2005, in an amount equal to 0.05% of the Revolving Credit Commitment of suchLender. Such amendment fee shall be payable on December 1, 2005. The Borrower agrees thatthe amendment fee payable hereunder is an amount due under the Credit Agreement for purposesof Section 8.01(b) thereof.          Section 12. Miscellaneous.     (a) Counterparts. This Amendment may be executed by one or more of the partiesto this Amendment on any number of separate counterparts, and all of said counterparts takentogether shall be deemed to constitute one and the same instrument. A set of the copies ofthis Amendment signed by all the parties shall be lodged with the Borrower and theAdministrative Agent. Delivery of an executed signature page of this Amendment or of aLender Consent Letter by facsimile transmission shall be effective as delivery of a manuallyexecuted counterpart thereof.     (b) The execution and delivery of the Lender Consent Letter by any Lender shall bebinding upon each of its successors and assigns (including assignees of its Loans in wholeor in part prior to effectiveness hereof).     (c) **GOVERNING LAW****. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED 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 anddelivered by their proper and duly authorized officers as of the day and year first above written.      SFBC INTERNATIONAL, INC.