Exhibit 10.11
THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE
REGISTRATION REQUIREMENTS UNDER SUCH ACT OR AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT, IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OF AMERICA.
AMENDED AND RESTATED
NOTE
MERCER STAFFING,
INC.
12% Subordinated Note Due
2008
MERCER STAFFING, INC. (“
MSI” ), for value received, promises to pay to
or its registered assigns (the “ Noteholder ”)
on March 31, 2008 (the “ Maturity Date ”),
the principal amount of
DOLLARS ($
), and to pay interest (calculated on the basis of a year of three
hundred sixty (360) days comprised of twelve (12) months
of thirty (30) days each) in cash on the principal amount
hereof for the period from and including the date of issuance
hereof to and including the date of the repayment hereof in full at
a rate per annum equal to twelve percent (12%), payable quarterly
provided MSI is in compliance with all the terms and conditions set
forth in the Loan and Security Agreement dated Security Agreement,
dated February 28, 2005 among Bridge Healthcare Finance, LLC,
Bridge Opportunity Finance, LLC (“Senior Lenders”), MSI
and its subsidiaries. Such terms and conditions are set forth in
the executed subordination agreement which shall be incorporated
herein by reference.
This Note re-evidences certain
indebtedness previ
