Exhibit 10.13FIRST AMENDMENT          FIRST AMENDMENT (this “Amendment”), dated as of August 19, 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;          WHEREAS, the Borrower and Administrative Agent have determined that the definition ofConsolidated Interest Expense as appears in the Credit Agreement does not properly reflect theintentions 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 CreditAgreement to more accurately reflect such intentions, and the Lenders are agreeable to such requestbut 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 withthe respective meanings given to them therein, except as amended as set forth below in Section 2 ofthis Amendment.          Section 2. Amendment to Section 1.01(a) of the Credit Agreement. Section 1.01(a) ofthe of the Credit Agreement is hereby amended by deleting the definition of “Consolidated InterestExpense” 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 interestexpense of Borrower and its Subsidiaries for such period determined on a consolidated basis inaccordance with GAAP *plus*, without duplication:     (a) imputed interest on Capital Lease Obligations and Attributable Indebtedness ofBorrower and its Subsidiaries for such period;     (b) commissions, discounts and other fees and charges owed by Borrower orany of its Subsidiaries with respect to letters of credit securing financialobligations, bankers’ acceptance financing and receivables financings for such period;
 

 
     (c) amortization of debt issuance costs, debt discount or premium and other financingfees 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 byBorrower or any of its Subsidiaries to the extent such contributions are used by such planor trust to pay interest or fees to any person (other than Borrower or a Wholly OwnedSubsidiary) 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 orany of its Subsidiaries for such period;     (f) the interest portion of any deferred payment obligations of Borrower or any of itsSubsidiaries for such period; and     (g) all interest on any Indebtedness of Borrower or any of its Subsidiaries of the typedescribed 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 thefiscal quarter ending June 30, 2005, Consolidated Interest Expense for the relevant period shall bedeemed to equal Consolidated Interest Expense for the fiscal quarters ending March 31, 2005 andJune 30, 2005 calculated on a pro forma basis giving effect to the pre-payment of the Term Loan andexcluding charges for write-offs of deferred financing costs associated with the repayment of theExisting Term Loans to the extent recorded for such period, *multiplied by*2 and (ii) for thepurposes of determining the Consolidated Interest Coverage Ratio for the fiscal quarters endingSeptember 30, 2005, December 31, 2005 and March 31, 2006, Consolidated Interest Expense shall bedeemed to equal Consolidated Interest Expense for such fiscal quarter (and each previous fiscalquarter 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 anyIndebtedness incurred, assumed or permanently repaid or extinguished during the relevant TestPeriod in connection with the Acquisition, any Permitted Acquisitions and Asset Sales (other thanany dispositions in the ordinary course of business) as if such incurrence, assumption, repaymentor extinguishing had been effected on the first day of such period.”          Section 3. Conditions to Effectiveness. This Amendment shall become effective on andas 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 dulyexecuted 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 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 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 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 correct in allmaterial 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 respectsas of such earlier date.          Section 5. Limited Amendment. This Amendment shall not constitute an amendment orwaiver of or consent to any provision of the Credit Agreement or any other Loan Document notexpressly referred to herein and shall not be construed as an amendment, waiver or consent to anyaction on the part of the Borrower or the Guarantors that would require an amendment, waiver orconsent of the Administrative Agent or the Lenders except as expressly stated herein. Except asexpressly amended hereby, the provisions of the Credit Agreement and the Loan Documents are andshall 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 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.