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.
10.
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 THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT IS EXECUTED AND
DELIVERED UNDER SEAL AS OF AUGUST 5, 2004.
BORROWER:
SFBC INTERNATIONAL, INC., a Delaware corporation
By: /s/ Arnold Hantman
Arnold Hantman, Chief Executive Officer
GUARANTOR:
SOUTH FLORIDA KINETICS, INC., a Florida corporation,
d/b/a SOUTH FLORIDA BIOAVAILABILITY CLINIC
By: /s/ Arnold Hantman
Arnold Hantman, Treasurer
SFBC FT. MYERS, INC., a Florida corporation
By: /s/ Arnold Hantman
Arnold Hantman, Treasurer
SFBC ANALYTICAL LABORATORIES, INC.,
a Florida corporation
By: /s/ Arnold Hantman
Arnold Hantman, Treasurer
SFBC NEW DRUG SERVICES, INC., a Florida corporation,
f/k/a SFBC CHARLOTTE, INC.
By: /s/ Arnold Hantman
Arnold Hantman, Treasurer
CLINICAL PHARMACOLOGY INTERNATIONAL, INC.,
a Florida corporation
By: /s/ Arnold Hantman
Arnold Hantman, Treasurer
BANK:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
/s/ Daniel N. Gonzalez
(SEAL)
Daniel N. Gonzalez, Senior Vice President
STATE OF FLORIDA
)
)ss:
COUNTY OF MIAMI-DADE
)
The foregoing instrument was acknowledged before me this _____ day of August,
2004, by Arnold Hantman, 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. MYERS, INC., a Florida corporation;