Exhibit 10.12
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.
9% Subordinated Note Due
2008
MERCER STAFFING, INC.
( “MSI” ), for
value received, promises to pay to Optos Capital, LLC or its
registered assigns (the “ Noteholder ”) on
March 31, 2008 (the “ Maturity Date ”), the
principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS
($250,000.00), 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 nine percent (9%),
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
inde
