EXHIBIT 10.28
AMENDMENT NO. 1, JOINDER AND CONSENT TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT - REVOLVING LOANS
DATED AS OF MARCH 29, 2005
BETWEEN
BRIDGE HEALTHCARE FINANCE, LLC
AS LENDER,
AND
CRDENTIA CORP. ("CRDENTIA")
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC.("▇▇▇▇▇")
NURSES NETWORK, INC.("NURSES NETWORK")
NEW AGE STAFFING, INC. ("NEW AGE")
PSR NURSES, LTD. ("PSR LTD.")
PSR NURSE RECRUITING, INC. ("PSR RECRUITING")
PSR NURSES HOLDINGS CORP. ("PSR HOLDING")
CRDE CORP. ("CRDE")
ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC. ("AHHC")
CARE PROS STAFFING, INC. ("CARE PROS")
HIP HOLDING, INC. ("HIP")
HEALTH INDUSTRY PROFESSIONALS, L.L.C. ("HIP LLC")
TRAVMED USA, INC. ("TRAVMED")
AS BORROWER
AMENDMENT NO. 1, JOINDER AND CONSENT TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT - REVOLVING LOANS
THIS AMENDMENT NO. 1 JOINDER AND CONSENT TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT TO LOAN AND SECURITY AGREEMENT - REVOLVING LOANS (this
"Amendment") is made as of this 29th day of March, 2005, by and among Crdentia
Corp. ("Crdentia"), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ("▇▇▇▇▇"), Nurses Network,
Inc. ("Nurses Network"), New Age Staffing, Inc. ("New Age"), PSR Nurses, Ltd.
("PSR Ltd."), PSR Nurse Recruiting, Inc. ("PSR Recruiting"), PSR Nurses Holdings
Corp. ("PSR Holding"), CRDE Corp. ("CRDE"), Arizona Home Health Care/Private
Duty, Inc. ("AHHC"), Care Pros Staffing, Inc. ("Care Pros"; and together with
Crdentia, ▇▇▇▇▇, Nurses Network, New Age, PSR Ltd., PSR Recruiting, PSR Holding,
CRDE, AHHC and Care Pros each individually with its successors and assigns an
"Existing Borrower" and jointly and severally, together with their successors
and assigns, the "Existing Borrowers"), HIP Holding, Inc. ("HIP"), Health
Industry Professionals, L.L.C., a Michigan limited liability company ("HIP LLC")
Travmed USA, Inc. ("Travmed"; and together with HIP and HIP LLC, each
individually with its successors and assigns, a "New Borrower" and collectively
with their successors and assigns, "New Borrowers"; the Existing Borrowers and
the New Borrowers shall be individually and collectively referred to as the
"Borrower"), and Bridge Healthcare Finance, LLC (together with its successors
and assigns, "Lender").
RECITALS
A. Pursuant to that certain Loan and Security Agreement - Revolving Loans
dated as of June 16, 2004 by and between Crdentia, ▇▇▇▇▇, Nurses Network, New
Age, PSR Ltd., PSR Recruiting, PSR Holding (each an "Original Borrower", and
collectively, the "Original Borrowers"), and Lender (as amended, restated,
supplemented and otherwise modified prior to the date hereof, the "Original Loan
Agreement"), Lender hereby agreed to make available to Original Borrowers a
revolving credit loan of up to $15,000,000 (as amended, modified and
restructured from time to time, the "Revolving Loan" or the "Loan").
B. After execution of the Original Loan Agreement, Crdentia formed CRDE, a
wholly owned Subsidiary of Crdentia, to facilitate certain Permitted
Acquisitions. Crdentia formed AHHC Acquisition Corporation ("AHHC Acquisition")
and CPS Acquisition Corporation ("CPS Acquisition"), each a wholly owned
Subsidiary of CRDE, for purposes of acquiring certain Targets. Pursuant to that
certain Agreement and Plan of Reorganization dated as of August 31, 2004 by and
among Crdentia, CRDE, AHHC Acquisition, AHHC, and the former shareholders of
AHHC, AHHC Acquisition merged with and into AHHC with AHHC being the surviving
entity. Pursuant to that certain Agreement and Plan of Reorganization dated as
of August 31, 2004, by and among Crdentia, CRDE, CPS Acquisition, Care Pros and
the former shareholders of Care Pros, Care Pros merged with and into CPS
Acquisition with CPS Acquisition being the surviving entity and immediately upon
such merger changed its name to "Care Pros Staffing, Inc."
C. As a result of the formation of CRDE and acquisitions of AHHC and Care
Pros, Original Borrowers, CRDE, AHHC, Care Pros and Lender agreed to amend and
restate the Original Loan Agreement pursuant to the terms of the Amended and
Restated Loan and Security Agreement dated November 30, 2004, but effective as
of August 31, 2004 (as amended hereby, and as may be further amended, restated,
supplemented or otherwise modified from time to time, the "Loan Agreement") to
provide for, among other things, the addition of CRDE, AHHC and Care Pros as
additional Borrowers to the Loan Agreement. Capitalized terms used but not
defined in this Amendment shall have the meanings that are set forth in the Loan
Agreement.
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D. HIP LLC is a wholly owned subsidiary of HIP. Pursuant to that certain
Agreement and Plan of Reorganization ("HIP Merger Agreement") dated the date
hereof by and among Crdentia, HIP Acquisition Corporation, HIP, and certain
shareholders of HIP, HIP will merge with and into HIP Acquisition Corporation
with HIP Acquisition Corporation being the surviving entity and immediately upon
such merger HIP Acquisition Corporation shall change its name to "HIP Holding,
Inc." (the "HIP Acquisition"). Immediately after the HIP Acquisition, Crdentia
will contribute all of its equity interests in HIP to CRDE. After the HIP
Acquisition and contribution, HIP LLC will be a wholly owned subsidiary of HIP
and HIP will be a wholly owned subsidiary of CRDE.
E. Pursuant to that Agreement and Plan of Reorganization ("Travmed Merger
Agreement") dated the date hereof by and among Crdentia, CRDE, Travmed
Acquisition Corporation, Travmed and certain shareholders of Travmed, Travmed
Acquisition Corporation will merge with and into Travmed, with Travmed being the
surviving entity (the "Travmed Acquisition"; and together with the HIP
Acquisition, each an "Acquisition" and collectively, the "Acquisitions"). As a
result of the Travmed Acquisition, Travmed will be a wholly owned subsidiary of
CRDE.
F. Borrower has requested that the New Borrowers be added as co-obligors
under the Loan Agreement, the Loan and all other Loan Documents, on the terms
and conditions set forth below. In addition to this Amendment and the documents
required hereunder, New Borrowers and Existing Borrowers shall execute that
certain Amended and Restated Revolving Note of even date herewith.
G. Borrower further has requested that Lender consent to (i) the issuance
of additional common stock of Crdentia to certain former shareholders of HIP and
(ii) the HIP Acquisition and the Travmed Acquisition.
H. Whereas, it is the intent of the parties hereto, based on the facts and
circumstances existing as of the date hereof, to enter into an amendment to the
Loan Agreement subsequent hereto to address the following issues: (i)
elimination of the two-tiered financial reporting of Borrowers in which the
Borrowers provide financial reporting on a Crdentia Proper Consolidated Basis
and an Acquisition Subsidiary Consolidated Basis and replacing such financial
reporting with a single-tier consolidated report which shall include Crdentia
and all of its direct and indirect subsidiaries on a consolidated basis, (ii)
changing the measurements to the existing financial covenants, and (iii)
increasing the cap on the limit of the aggregate amount of unbilled Accounts.
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I. The parties now desire to amend the Loan Agreement to provide, among
other things, the addition of New Borrowers to the Loan Agreement and the Loan
and to otherwise amend the Loan Agreement, all in accordance with the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing, the terms and
conditions set forth in this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Lender and Borrower hereby agree as follows:
1. Amendments to Loan Agreement.
1.1 Addition of New Borrowers; Borrowing Base. Existing Borrowers and
Lender agree that New Borrowers shall from and hereafter be deemed a "Borrower"
for all purposes of the Loan Agreement and other Loan Documents. Accordingly,
each New Borrower hereby agrees to be bound by all of the conditions, covenants,
representations, warranties, and other agreements set forth in the Loan
Agreement and the other Loan Documents, and hereby agrees to promptly execute
all further documentation required by Lender to be executed by New Borrowers,
consistent with the terms of the Loan Agreement. Borrower covenants and agrees
to execute and deliver to Lender an amended and restated promissory note
executed by Borrower. Notwithstanding the foregoing, Borrower acknowledges and
agrees that, as of the date hereof, Lender has not completed its due diligence
of New Borrowers, and therefore, the Accounts of New Borrowers shall not be
deemed to be Eligible Accounts, and consequently, such Accounts shall not be
included in the Revolving Borrowing Base Amount, unless and until Lender has
determined, in its sole and absolute discretion, to include each New Borrower's
Accounts, or a portion thereof, in the Revolving Borrowing Base Amount; provided
that Lender shall act reasonably in exercising its discretion in determining
whether or not to include such Accounts in the Revolving Borrowing Base Amount.
1.2 Section 2(a). Section 2(a) of the Loan Agreement is hereby amended by
replacing the amount of the Maximum Revolving Loan Limit of "$15,000,000" in the
proviso immediately following Section 2(a)(iii) with the amount of "$10,000,000"
in lieu thereof.
1.3 Section 3. A new Section 3 shall be added to the Loan Agreement to
provide as follows:
"3. MANDATORY PREPAYMENTS.
"All amounts received by Borrower after the date of a Travmed
Subordinated Debt Default and (i) from an Account Debtor of Travmed
USA, Inc. or (ii) which are attributed to services provided by
Travmed USA, Inc., after the date in which a Travmed Subordinated
Debt Default occurs, shall immediately be paid by Borrower to Lender
as a mandatory prepayment of the Loans to be applied against all
outstanding Obligations, as determined by Lender in its sole
discretion."
1.4 Section 10(e). Section 10(e) of the Loan Agreement is hereby deleted
in its entirety and replaced with the following:
"(e) Notwithstanding the foregoing, Borrower may prepay all of the
Obligations and terminate the Revolving Loan without payment of a
prepayment fee, upon written notice to Lender, if, at any time
during the Term, and so long as no Default or Event of Default has
occurred and is continuing, Lender reduces the advance rate for
Eligible Accounts (as set forth in Section 2(a)(i) hereto) to an
advance rate of less than eighty-five percent (85%) for a period in
excess of 30 days (the "Prepayment Fee Exception")."
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1.5 Section 10(f). Section 10 of the Loan Agreement is hereby amended by
adding a new Section 10(f) immediately after Section 10(e) as follows:
"(f) If the funding obligations of the Lender under this Agreement
terminates for any reason (whether by voluntary termination by
Borrowers, by reason of the occurrence of an Event of Default or
otherwise) prior to the expiration of the Term, the entire principal
balance, together with accrued and unpaid interest on any
Obligations under this Agreement and all Term Loan Obligations then
outstanding, including, without limitation, a prepayment fee equal
to (i) the Make Whole Amount due under this Agreement, and (ii) the
Make Whole Amount due under the Term Loan Agreement, shall be
immediately due and payable on the effective date of such
termination; provided that if the funding obligations of the Lender
under this Agreement shall terminate solely as a result of Section
10(e) of this Agreement, Borrower shall not have to pay (I) a
prepayment fee equal to the Make Whole Amount under this Agreement,
nor (II) a prepayment fee equal to the Make Whole Amount under the
Term Loan Agreement.
1.6 Section 12(b)(viii). Section 12(b)(viii) of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:
"(viii) Subordinated Debt. Promptly advise Lender of any default or
any event which, with the giving of notice or lapse of time, or
both, would constitute a default, under any subordination agreement
relative to Subordinated Debt, or any agreement, instrument or
document evidencing or relating to any Subordinated Debt, and a
certificate of a authorized officer of Borrower specifying the
nature thereof and Borrower's proposed response thereto, in
reasonable detail; provided that Borrower shall immediately advise
Lender of a Travmed Subordinated Debt Default."
1.7 Section 13(l). Section 13 of the Loan Agreement is hereby amended by
adding a new Section 13(l) immediately after Section 13(k) as follows:
"(l) Payments to Travmed. Immediately upon the occurrence of a
Travmed Subordinated Debt Default, (i) Borrower shall not, and shall
not permit any Subsidiary or Affiliate to, directly or indirectly,
make any payment (including the payment of any proceeds of a Loan or
the payment of proceeds of any Collateral) to Travmed, and (ii)
Lender shall have no further obligation to make any Loans against
the accounts receivable of Travmed and all accounts receivable of
Travmed shall be immediately removed from the Revolving Borrowing
Base Amount."
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1.8 Section 15(q). Section 15 of the Loan Agreement is hereby amended by
adding a new Section 15(q) immediately after Section 15(p) as follows:
"(q) Breach of Certain Obligations. Notwithstanding anything in
Section 15(d) to the contrary, the occurrence of a Travmed
Subordinated Debt Default."
1.9 Annex I - Defined Terms.
(a) Eligible Account. The definition of "Eligible Account" in Annex
I - Defined Terms of the Loan Agreement is hereby amended by adding a new
clause (xviii) thereto immediately after clause (xvii) as follows:
"(xviii) solely with respect to Travmed USA, Inc., the Account is
owed by an Account Debtor of Travmed USA, Inc. (or such Account is
generated by any service provided by, or directly attributed to,
Travmed USA, Inc.) and such Account is generated after the date in
which a Travmed Subordinated Debt Default occurs."
(b) Maximum Loan Limit. The definition of "Maximum Loan Limit" in
Annex I - Defined Terms of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
""Maximum Loan Limit" shall mean Ten Million and No/100 Dollars
($10,000,000)."
(c) Travmed Subordinated Debt. A new defined term, "Travmed
Subordinated Debt", is added to Annex I - Defined Terms of the Loan
Agreement in alphabetical order to read as follows:
""Travmed Subordinated Debt" shall mean the Indebtedness of Borrower
owed to ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or any other Person,
including all of their respective successors and assigns, which is
in connection with the acquisition by Borrower of Travmed USA, Inc."
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(d) Travmed Subordinated Debt Default. A new defined term, "Travmed
Subordinated Debt Default", is added to Annex I - Defined Terms of the
Loan Agreement in alphabetical order to read as follows:
"""Travmed Subordinated Debt Default" shall mean a "Default" as
defined in any of the Travmed Subordinated Notes."
(e) Travmed Subordinated Notes. A new defined term, "Travmed
Subordinated Notes", is added to Annex I - Defined Terms of the Loan
Agreement in alphabetical order to read as follows:
""Travmed Subordinated Notes" shall mean (i) that certain
Subordinated Promissory Note dated as of March 28, 2005, issued by
Crdentia in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇ (including all of his successors
and assigns) in the original principal amount of $1,607,745, and
(ii) that certain Subordinated Promissory Note dated as of March 28,
2005, issued by Crdentia in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇ (including all of
his successors and assigns) in the original principal amount of
$1,607,745."
2. Consent to HIP Acquisition and Travmed Acquisition. Effective as of the
date of this Amendment and subject to the satisfaction of the conditions
precedent set forth in Section 8 below, as of the date of this Amendment the
parties hereby agree that notwithstanding the provisions of Section 13(c)(i) and
(iii) of the Loan Agreement, (a) Borrowers may acquire HIP Holding, Inc.
pursuant to the terms and provisions of the HIP Merger Agreement, and (b)
Borrowers may acquire Travmed USA, Inc. and Borrowers shall be permitted to
issue shares of its common stock to ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ pursuant to the terms of the Travmed Merger Agreement; provided that
to the extent any promissory notes are issued by Borrower in connection with the
consideration provided under the applicable Acquisition, such promissory notes
shall be subject to a subordination and standstill agreement in form and
substance acceptable to Lender.
3. Specific Waiver to Loan Agreement. Borrowers hereby acknowledge that
certain Events of Default have occurred and are continuing under the Loan
Agreement as specifically set forth on Exhibit A attached hereto (the "Current
Defaults"). Lender hereby waives, effective as of the date of this Amendment,
the Current Defaults. The foregoing waiver is expressly limited to the period
stated for each respective Current Default and shall not affect any breach of
any of the provisions of the Loan Agreement for any other period, and shall not
be deemed or otherwise construed to constitute a waiver of any Default or Event
of Default arising out of any other failure of the Borrowers to comply with any
of the terms of the Loan Agreement.
4. Grant by New Borrowers of Security Interest. To induce Lender to enter
into this Agreement, each New Borrower hereby grants to Lender a continuing
first priority lien on and security interest in, upon, and to the Collateral,
pursuant to and in accordance with the terms of Section 5 of the Loan Agreement.
5. Enforceability. This Amendment constitutes the legal, valid and binding
obligation of New Borrowers, and is enforceable against each New Borrower in
accordance with its terms.
6. Confirmation of Representations and Warranties. Each New Borrower
hereby (a) confirms that all of the representations and warranties set forth in
Section 11 of the Loan Agreement are true and correct with respect to such New
Borrower, (b) covenants to perform its obligations under the Loan Agreement, and
(c) specifically represents and warrants to Lender that it has good and
marketable title to all of its respective Collateral, free and clear of any lien
(other than Permitted Liens) or security interest in favor of any other person
or entity. Each Existing Borrower hereby (x) confirms that all of the
representations and warranties set forth in Section 11 of the Loan Agreement are
true and correct with respect to such Borrower as of the date hereof, (y)
covenants to perform its obligations under the Loan Agreement, and (z)
specifically represents and warrants to Lender that it has good and marketable
title to all of its respective Collateral, free and clear of any lien (other
than Permitted Liens) or security interest in favor of any other person or
entity.
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7. Organizational Authority. (i) The execution, delivery and performance
by each Borrower to this Amendment are within its respective corporate or
similar powers and have been duly authorized by all necessary corporate or
similar action, (ii) this Amendment is the legal, valid and binding obligation
of each Borrower enforceable in accordance with its terms and (iii) neither the
execution, delivery or performance by each Borrower of this Amendment (1)
violates any law or regulation, or any other or decree of any Governmental Body,
(2) conflicts with or results in the breach or termination of, constitutes a
default under or accelerates any performance required by, any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which such
Person is a party or by which such Person or any of its property is bound,
except for conflicts with agreements, contracts or other documents which would
not have a Material Adverse Effect on the Borrowers, (3) results in the creation
or imposition of any Lien (other than Permitted Liens) upon any of the
Collateral, (4) violates or conflicts with the articles of incorporation (or
articles of formation), bylaws (or operating agreement), or other organizational
documents of such Person, or (5) requires the consent, approval or authorization
of, or declaration or filing with, any other Person, except for those already
duly obtained.
8. Conditions Precedent. The effectiveness of this Amendment is subject to
(i) the Borrowers having at least $500,000 of Excess Availability after giving
effect to both Acquisitions and all of the transactions contemplated thereto
(including all fees, costs and expenses associated with the Acquisitions), and
(ii) the delivery of each of the following documents, each in form and substance
satisfactory to Lender:
(a) This Amendment, in four (4) fully executed original
counterparts.
(b) Amended and Restated Revolving Note and Amended and Restated
Term Note.
(c) Payoff Letter from Monroe Bank and Trust, Capital Tempfunds,
Inc., First Union Commercial Corporation, Grandsouth Bank and Branch
Banking and Trust Company.
(d) Subordination Agreement executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇▇▇▇▇.
(e) Executed Pre-Closing Authorization to File UCC Financing
Statements authorizing Lender to file UCC financing statements against New
Borrowers.
(f) Executed HIP Merger Agreement and Travmed Merger Agreement,
Certificates of Merger, and evidence of pre-clearance of such merger from
the applicable Secretary of State.
(g) Copy of the updated Schedules to the Loan Agreement, as provided
in Section 9 below.
(h) Such other documents, instruments and agreements as Lender may
request pursuant to this Amendment, including, without limitation, all the
documents set forth on Exhibit B attached hereto and made a part hereof.
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9. Updated Schedules. As a condition precedent to Lender's agreement to
enter into this Amendment, and in order for this Amendment to be effective,
Borrower shall revise, update and deliver to Lender all Schedules to the Loan
Agreement to (a) reflect updated and accurate information with respect to each
New Borrower, and (b) update all other information as necessary to make the
Schedules previously delivered correct. Borrowers hereby represents and warrants
that the information set forth on the attached Schedules is true and correct as
of the date of this Agreement. The attached Schedules are hereby incorporated
into the Loan Agreement as if originally set forth therein.
10. Costs and Expenses. Borrowers shall be responsible, as provided in
Section 4(b)(iv) of the Loan Agreement, for the payment of all fees and expenses
of Lender incurred in connection with this Amendment, the transactions
contemplated hereby, and all documents related thereto. Borrower hereby
authorizes Lender to charge such costs and expenses to the loan accounts of
Borrowers.
11. Release. Borrower hereby fully, finally, and absolutely and forever
releases and discharges Lender and each of its present and former directors,
shareholders, officers, employees, agents, representatives, successors and
assigns, and their separate and respective heirs, personal representatives,
successors and assigns, from any and all actions, causes of action, claims,
debts, damages, demands, liabilities, obligations, and suits, of whatever kind
or nature, in law or equity of Borrower, whether now known or unknown to
Borrower, and whether contingent or matured: (a) in respect of the Loan
Agreement, the other Loan Documents, this Amendment, the HIP Acquisition, the
Travmed Acquisition, and any actions or omissions of Lender in respect thereof,
and (b) arising from events occurring prior to the date of this Amendment.
12. Reference to the Effect on the Loan Agreement. Upon the effectiveness
of this Amendment, each reference in the Loan Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of similar import shall mean and be a
reference to the Loan Agreement as amended by this Amendment.
13. Affirmation. Except as specifically amended pursuant to the terms
hereof, the Loan Agreement, and all other Loan Documents (and all covenants,
terms, conditions and agreements therein), shall remain in full force and
effect, and are hereby ratified and confirmed in all respects by Borrower.
Borrower covenants and agrees to comply with all of the terms, covenants and
conditions of the Loan Agreement, as amended hereby, notwithstanding any prior
course of conduct, waivers (other than those specific written waivers executed
by Lender and Existing Borrowers prior to the date hereof), releases or other
actions or inactions on Lender's part which might otherwise constitute or be
construed as a waiver of or amendment to such terms, covenants and conditions.
14. No Waiver or Novation. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided in this Amendment,
operate as a waiver of any right, power or remedy of Lender, nor constitute a
waiver of any Default or Event of Default, other than the Current Defaults or
any provision of the Loan Agreement, the other Loan Documents or any other
documents, instruments and agreements executed or delivered in connection with
any of the foregoing. Nothing herein is intended or shall be construed as a
waiver of any Default or Event of Defaults, other than the Current Defaults
under the Loan Agreement or other Loan Documents or any of Lender's rights and
remedies in respect thereof. This Amendment (together with any other document
executed in connection herewith) is not intended to be, nor shall it be
construed as, a novation of the Loan Agreement or any right or obligation of any
party thereunder.
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15. Governing Law. This Amendment shall be governed by and construed in
accordance with the internal laws of the State of Illinois.
16. Headings. Section headings in this Amendment are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
17. Counterparts. This Amendment may be executed in counterparts, and both
counterparts taken together shall be deemed to constitute one and the same
instrument.
(SIGNATURES APPEAR ON FOLLOWING PAGES)
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Signature Page to Amendment No. 1, Joinder and Consent to Amended and
Restated Loan and Security Agreement - Revolving Loans
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first written above.
LENDER:
BRIDGE HEALTHCARE FINANCE, LLC,
a Delaware limited liability company
By: /s/ ▇▇▇ ▇▇▇▇▇▇
-------------------
▇▇▇ ▇▇▇▇▇▇
Executive Vice President
Chief Credit Officer
Signature Page to Amendment No. 1, Joinder and Consent to Amended and
Restated Loan and Security Agreement - Revolving Loans
EXISTING BORROWERS: CRDENTIA CORP.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC.,
a California corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
NURSES NETWORK, INC.,
a California corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
NEW AGE STAFFING, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
PSR NURSES, LTD.,
a Texas limited partnership
By: PSR NURSE RECRUITING, INC.
Its: General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
Signature Page to Amendment No. 1, Joinder and Consent to Amended and
Restated Loan and Security Agreement - Revolving Loans
PSR NURSE RECRUITING, INC.,
a Texas corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
PSR NURSES HOLDINGS CORP.,
a Texas corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
CRDE CORP.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
ARIZONA HOME HEALTH CARE/PRIVATE DUTY, INC.,
an Arizona corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title:
CARE PROS STAFFING, INC.,
a Texas corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name:
Title:
Signature Page to Amendment No. 1, Joinder and Consent to Amended and
Restated Loan and Security Agreement - Revolving Loans
NEW BORROWERS: HIP HOLDING, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name:
Title:
HEALTH INDUSTRY PROFESSIONALS, L.L.C.
a Michigan limited liability company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name:
Title:
TRAVMED USA, INC., a North Carolina
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name:
Title:
EXHIBIT A
Current Defaults
1. Section 14(c) - Minimum EBITDA. Failure of Borrowers to maintain EBITDA, on
a Crdentia Proper Consolidated Basis, at an amount equal to or greater than
$1,875 for the month ended November 30, 2004.
2. Section 14(c) - Minimum EBITDA. Failure of Borrowers to maintain EBITDA, on
a Crdentia Proper Consolidated Basis, at an amount equal to or greater than
$39,212 for the month ended December 31, 2004.
3. Section 14(d) - Acquisition Subsidiary Debt Service Coverage Ratio. Failure
of Borrowers to maintain an Acquisition Subsidiary Debt Service Coverage
Ratio of at least 1.50 to 1.00 for the fiscal quarter ending December 31,
2004.
4. Section 14(e) - Acquisition Subsidiary Debt Leverage Ratio. failure of
Borrowers to maintain an Acquisition Subsidiary Debt Leverage Ratio of 4.0
to 1.0 or less for the fiscal quarter ending December 31, 2004.
5. Section 14(f) - Acquisition Subsidiary Term Loan Debt Leverage Ratio.
failure of Borrowers to maintain an Acquisition Subsidiary Term Loan Debt
Leverage Ratio of 2.50 to 1.0 or less for the fiscal quarter ending
December 31, 2004.
6. Section 14(g) - Capital Expenditures Limitation. Failure of Borrowers to
not make Capital Expenditures in excess of $200,000 for the 2004 Fiscal
Year.
7. Section 14(h) - Capital Lease Obligations. Failure of Borrowers to not
incur operating lease obligations in excess of $100,000 for the 2004 Fiscal
Year.
8. Section 14(b) - Senior Debt Service Coverage Ratio. Failure of Borrowers to
maintain a Senior Debt Service Coverage Ratio of at least 1.00 to 1.00 for
the month ending January 31, 2005.
A-1
EXHIBIT B
Document Checklist
BRIDGE HEALTHCARE FINANCE, LLC ("BHF")
BRIDGE OPPORTUNITY FINANCE, LLC ("BOF")
(BHF and BOF collectively, the "Lender")
with
Crdentia Corp. ("Crdentia")
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.("▇▇▇▇▇")
Nurses Network, Inc.("Nurses Network")
New Age Staffing, Inc. ("New Age")
PSR Nurses, Ltd. ("PSR Ltd.")
PSR Nurse Recruiting, Inc. ("PSR Recruiting")
PSR Nurses Holdings Corp. ("PSR Holding"),
CRDE Corp. ("CRDE")
Arizona Home Health Care/Private Duty, Inc. ("AHHC")
Care Pros Staffing, Inc. ("CPS")
(each an "Existing Borrower", and collectively, the "Existing Borrowers")
HIP Holding, Inc. ("HIP")
Health Industry Professionals, L.L.C. ("HIP LLC")
Travmed USA, Inc. ("Travmed")
(each a "New Borrower", and collectively, the "New Borrowers")
(Each Existing Borrower and New Borrower referred to individually and
collectively as "Borrower")
Amendment No. 1 to Amended and Restated Revolving Loan Credit Facility
and
Amendment No. 2 to Term Loan Credit Facility
Document Checklist
March 29, 2005
2
I. Deal Team
Borrowers Crdentia Corp.
("B") ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
Borrower Counsel: Kane, Russell, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C.
("BC") 3700 Thanksgiving Tower
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, Esq.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Lender: Bridge Healthcare Finance, LLC
("L") Bridge Opportunity Finance, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Mobile: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
3
Counsel to Lender: Vedder, Price, ▇▇▇▇▇▇▇ & Kammholz, P.C.
("CL") ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Dir: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇.▇. ▇▇▇▇▇, Esq.
Dir: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Paralegal
Dir: (▇▇▇) ▇▇▇-▇▇▇▇
E-Mail: ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
4
II. Initial Deliveries Responsible Party
-----------------
A. Due Diligence
1. All financial information, documents B/BC
and related deliveries with respect
to each of the following (including
each respective target entity related
thereto):
a. HIP Holding, Inc.
b. Travmed USA, Inc.
2. All acquisition and merger documents, B/BC
including all schedules, exhibits and
other documents related thereto,
together with all contingent payment
documents and all seller/subordinated
promissory notes:
a. HIP Holding, Inc.
b. Travmed USA, Inc.
3. Executed and complete Information B/BC
Certificate, including all documents
and schedules requested therein, with
respect to each target entity for the
following:
a. HIP Holding, Inc.
b. Travmed USA, Inc.
4. UCC, Tax Lien and Judgment Searches CL
with respect to each of the following
a. HIP Holding, Inc./Health
Industry Professionals, LLC
b. Travmed USA, Inc.
III. Financing Documentation
A. Loan Documentation
5. Amendment No. 1, Joinder and Consent CL
to Amended and Restated
Loan and Security Agreement -
Revolving Loans (BHF)
6. Schedules to Amended and Restated BC
Loan and Security Agreement -
Revolving Loans to reflect New
Borrowers
CL
7. Amendment No. 2, Joinder and Consent
to Loan and Security Agreement - Term
Loan (BOF) BC
8. Schedules to Loan and Security BC
Agreement - Term Loan to reflect New
Borrowers
B-1
9. Amended and Restated Revolving Note CL
CL
10. Amended and Restated Term Note
11. Joinder and Amendment to Stock Pledge CL
Agreement re: CRDE Corp. pledge of
stock of HIP Holding, Inc., Travmed
USA, Inc., and pledge of HIP Holding,
Inc. of Health Industry
Professionals, L,L.C., together with:
a. Original Stock Certificates B
b. Amendment to HIP LLC Operating B
Agreement which includes LLC
Pledge insert language
c. Stock Powers B
12. Assignment of Undertakings under the
Plan and Agreement of Reorganization
with respect to:
a. HIP Holding, Inc. Acquisition
b. Travmed USA, Inc. Acquisition
13. Deposit Account Control Agreement for CL
the following bank accounts
a. Wachovia
▇. ▇▇▇▇▇▇ Bank and Trust
c. Branch Banking and Trust
Company
14. Officer's Certificate re: Acquisition CL
Documents and Subordination Agreement
15. Subordination and Standstill CL/Form
Agreement (re: Travmed seller
shareholder debt)
a. Promissory Note of Travmed in
favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇
b. Promissory Note of Travmed in
favor of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
16. Payment Direction Letter CL/B
B. Insurance Documentation
17. Evidence of Insurance for New B/BC
Borrowers
C. Third Party Documentation
18. Landlord Consent, together with BC
copies of the Lease Agreement,
legal description, and name and
address of fee owner, for each of the
following leased locations:
a. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
b. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2
19. Payoff Letter or Authorization to BC
file UCC Termination Statements
▇. ▇▇▇▇▇▇ Bank and Trust (HIP 2
outstanding secured loans)
b. Grandsouth Bank (Travmed)
c. Branch Banking and Trust
Company (Travmed)
d. Capital Tempfunds, Inc.
(Travmed)
20. Authorization to file UCC-3 BC
Termination Statements against UCC
financing statement filings in favor
of MedCap Partners L.P.
21. Legal Opinion ▇▇
▇▇. UCC Matters
22. UCC Pre-Closing Authorization, CL
together with UCC-1 Financing
Statements
B/BC
a. HIP Holding, Inc. - Delaware
b. Health Industry Professionals,
LLC - Michigan
c. Travmed USA, Inc. - North
Carolina IV.
V. Corporation Authorization
23. Good Standing Certificates
a. HIP Holding, Inc. BC
Delaware
b. Health Industry Professionals,
LLC
Michigan
c. Travmed USA, Inc.
North Carolina
24. Certificate of Secretary, together BC
with (i) Certified
Certificate/Articles of
Incorporation, (ii) By-Laws, and
(iii) Borrowing resolutions
a. HIP Holding, Inc.
b. Health Industry Professionals,
LLC
c. Travmed USA, Inc.
3
VI. Other Documents
25. HIP Holding, Inc. Acquisition
a. Copies of all of the B/BC
Acquisition Documents,
certified as true and complete
by an officer of such New
Borrower
b. Certificate of Merger
c. Evidence of Pre-Clearance from
Secretary of State
26. Travmed USA, Inc. Acquisition
a. Copies of all of the B/BC
Acquisition Documents,
certified as true and complete
by an officer of such New
Borrower
b. Certificate of Merger
c. Evidence of Pre-Clearance from
Secretary of State
27. Post Closing Agreement