EXHIBIT 4.20
AMENDED AND RESTATED TERM NOTE
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$10,000,000 Chicago, Illinois
March 29, 2005
FOR VALUE RECEIVED, the undersigned, Crdentia Corp., a Delaware
corporation, Baker Anderson Christie, Inc., a California corporation, Nurses
Network, Inc., a California corporation, New Age Staffing, Inc., a Delaware
corporation, PSR Nurses, Ltd., a Texas limited partnership, PSR Nurse
Recruiting, Inc., a Texas corporation and PSR Nurses Holdings Corp., a Texas
corporation (each an "Original Borrower", and collectively, the "Original
Borrowers"), CRDE Corp., a Delaware corporation, Arizona Home Health
Care/Private Duty, Inc., an Arizona corporation, Care Pros Staffing, Inc., a
Texas corporation, HIP Holding, Inc., a Delaware corporation, Health Industry
Professionals, L.L.C., a Michigan limited liability company, Travmed USA, Inc.,
a North Carolina corporation (each a "New Borrower", and collectively with the
Original Borrowers, the "Borrowers" and, individually, each a "Borrower"),
jointly and severally, each promise to pay to the order of BRIDGE OPPORTUNITY
FINANCE, LLC (hereinafter, together with any holder hereof, called "Lender"), at
the principal office of the Lender, the principal sum of Ten Million Dollars
($10,000,000), or, if less, the aggregate unpaid principal amount of all Term
Loans made by Lender to any one or more of the Borrowers pursuant to the Loan
Agreement (as hereinafter defined). Each Borrower, jointly and severally,
further promises to pay interest on the outstanding principal amount hereof on
the dates and at the rates provided in the Loan Agreement (as hereinafter
defined) from the date hereof until payment in full hereof.
This Amended and Restated Term Note (this "Note") is delivered pursuant to
that certain Loan and Security Agreement - Term Loan, dated as of August 31,
2004 as it may be amended from time to time, together with all exhibits thereto,
between Lender and the Borrowers (the "Loan Agreement"). All terms which are
capitalized and used herein (which are not otherwise defined herein) shall have
the meaning ascribed to such term in the Loan Agreement. This Note is secured by
the personal property described in and pursuant to the Loan Agreement and
various Loan Documents referred to therein, and reference is made thereto for a
statement of terms and provisions of such Collateral security, a description of
Collateral and the rights of Lender in respect thereof.
Principal hereunder shall be payable pursuant to the terms of the Loan
Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Loan Agreement.
Each Borrower hereby authorizes the Lender to charge any account of such
Borrower for all sums due hereunder. If payment hereunder becomes due and
payable on a day that is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day, and interest shall be payable
thereon at the rate specified during such extension. Credit shall be given for
payments made in the manner and at the times provided in the Loan Agreement. It
is the intent of the parties that the rate of interest and other charges to the
Borrowers under this Note shall be lawful; therefore, if for any reason the
interest or other charges payable hereunder are found by a court of competent
jurisdiction, in a final determination, to exceed the limit which Lender may
lawfully charge the Borrowers, then the obligation to pay interest or other
charges shall automatically be reduced to such limit and, if any amount in
excess of such limit shall have been paid, then such amount shall be refunded to
the Borrowers.
The principal and all accrued interest hereunder may be prepaid by the
Borrowers, in whole, but not in part, at any time (subject to any applicable
prepayment fee).
Each Borrower waives the benefit of any law that would otherwise restrict
or limit Lender in the exercise of its right, which is hereby acknowledged, to
set-off against the Obligations, without notice and at any time hereafter, any
indebtedness matured or unmatured owing from Lender to the Borrowers. Each
Borrower waives every defense, counterclaim or setoff which such Borrower may
now have or hereafter may have to any action by Lender in enforcing this Note
and/or any of the other Obligations, or in enforcing Lender's rights in the
Collateral and ratifies and confirms whatever Lender may do pursuant to the
terms hereof and of the Loan Agreement and with respect to the Collateral and
agrees that Lender shall not be liable for any error in judgment or mistakes of
fact or law.
Each Borrower, any other party liable with respect to the Obligations and
any and all endorsers and accommodation parties, and each one of them, if more
than one, waive any and all presentment, demand, notice of dishonor, protest,
and all other notices and demands in connection with the enforcement of Lender's
rights hereunder.
The loan evidenced hereby has been made and this Note has been delivered
at Chicago, Illinois. THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL
LAWS OF THE STATE OF ILLINOIS AS TO INTERPRETATION, ENFORCEMENT, VALIDITY,
CONSTRUCTION, EFFECT, AND IN ALL OTHER RESPECTS, INCLUDING WITHOUT LIMITATION,
THE LEGALITY OF THE INTEREST RATE AND OTHER CHARGES, and shall be binding upon
the Borrowers and their respective successors and assigns. If this Note contains
any blanks when executed by the Borrowers, the Lender is hereby authorized,
without notice to the Borrowers to complete any such blanks according to the
terms upon which the loan or loans were granted. Wherever possible, each
provision of this Note shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Note shall be
prohibited by or be invalid under such law, such provision shall be severable,
and be ineffective to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of this Note.
To induce the Lender to make the loan evidenced by this Note, each
Borrower (i) irrevocably agrees that, subject to Lender's sole and absolute
election, all actions arising directly or indirectly as a result or in
consequence of this Note or any other agreement with the Lender, or the
Collateral, shall be instituted and litigated only in courts having situs in the
City of Chicago, Illinois; (ii) hereby consents to the exclusive jurisdiction
and venue of any State or Federal Court located and having its situs in said
city; and (iii) waives any objection based on forum non-conveniens. IN ADDITION,
LENDER AND EACH BORROWER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
WHICH PERTAINS DIRECTLY OR INDIRECTLY TO THIS NOTE, THE OBLIGATIONS, THE
COLLATERAL, ANY ALLEGED TORTIOUS CONDUCT BY BORROWER OR LENDER OR WHICH IN ANY
WAY, DIRECTLY OR INDIRECTLY, ARISES OUT OF OR RELATES TO THE RELATIONSHIP
BETWEEN BORROWER AND LENDER. In addition, each Borrower agrees that all service
of process shall be made as provided in the Loan Agreement.
2
This Note replaces in its entirety and is in substitution for but not
in payment of that certain Term Note dated as of August 31, 2004 (the "Prior
Note"), made by Original Borrowers in favor of Lender in the aggregate
maximum principal amount of $10,000,000 and does not and shall not be deemed
to constitute a novation thereof. Such Prior Note shall be of no further
force and effect upon the execution of this Note; provided, however, that all
outstanding indebtedness, including, without limitation, principal and
interest under the Prior Note as of the date of this Note, is hereby deemed
indebtedness evidenced by this Note and is incorporated herein by this
reference.
[SIGNATURES FOLLOW]
3
Signature Page to Amended and Restated Term Note
IN WITNESS WHEREOF, each Borrower has executed this Note on the date above
set forth.
CRDENTIA CORP.,
a Delaware corporation
By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
BAKER ANDERSON CHRISTIE, INC.,
a California corporation
By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
NURSES NETWORK, INC.,
a California corporation
By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
NEW AGE STAFFING, INC.,
a Delaware corporation
By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
PSR NURSES, LTD.,
a Texas limited partnership
By: PSR NURSE RECRUITING, INC.
Its: General Partner
By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
PSR NURSE RECRUITING, INC.,
a Texas corporation
By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
PSR NURSES HOLDINGS CORP.,
a Texas corporation
By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
CRDE CORP.,
a Delaware corporation
By: /s/ James D. Durham
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Name:
Title:
ARIZONA HOME HEALTH CARE/PRIVATE DUTY,
INC.,
an Arizona corporation
By: /s/ James D. Durham
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Name:
Title:
CARE PROS STAFFING, INC.,
a Texas corporation
By: /s/ James D. Durham
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Name:
Title:
HIP HOLDING, INC.,
a Delaware corporation
By: /s/ James D. Durham
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Name:
Title:
HEALTH INDUSTRY PROFESSIONALS, L.L.C.,
a Michigan limited liability company
By: /s/ James D. Durham
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Name:
Title:
TRAVMED USA, INC.,
a North Carolina corporation
By: /s/ James D. Durham
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Name:
Title: