Exhibit 10.20


 


SIXTH AMENDED AND RESTATED REVOLVING
NOTE


 


	 	No. 0905696662-18-26
	$20,000,000.00	Dated: as of May 28, 2013
	Chicago, Illinois	Due Date: November 21, 2014


 


FOR VALUE RECEIVED,
LTN STAFFING, LLC, a Delaware limited liability company (“LTN Staffing”), whose address is 14900 Landmark Boulevard,
Suite 300, Dallas, Texas 75254, BG STAFFING, LLC, a Delaware limited liability company (“BG Staffing”), whose
address is 14900 Landmark Boulevard, Suite 300, Dallas, Texas 75254, BG PERSONNEL SERVICES, LP, a Texas limited partnership (“BG
Personnel Services”), whose address is 14900 Landmark Boulevard, Suite 300, Dallas, Texas 75254, BG PERSONNEL, LP, a
Texas limited partnership (“BG Personnel”), whose address is 14900 Landmark Boulevard, Suite 300, Dallas, Texas
75254, and B G STAFF SERVICES INC., a Texas corporation (“B G Staff Services”, and together with LTN Staffing,
BG Staffing, BG Personnel Services and BG Personnel, collectively, “Borrowers” and each a “Borrower”),
whose address is 14900 Landmark Boulevard, Suite 300, Dallas, Texas 75254, JOINTLY AND SEVERALLY, promise to pay to the order of
FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation (hereinafter,
together with any holder hereof, “Lender”), whose address is 222 South Riverside Plaza, 32nd Floor, Chicago,
Illinois 60606, on or before November 21, 2014 (the “Revolving Loan Maturity Date”), the lesser of (i) TWENTY
MILLION AND NO/100 DOLLARS ($20,000,000.00), or (ii) the aggregate principal amount of all Revolving Loans outstanding under and
pursuant to that certain Loan and Security Agreement dated as of May 24, 2010 by and among Borrowers and Lender, as amended from
time to time (as amended, restated, modified or supplemented and in effect from time to time, the “Loan Agreement”),
and made available by Lender to Borrowers at the maturity or maturities and in the amount or amounts stated on the records of Lender,
together with interest (computed on the actual number of days elapsed on the basis of a 360 day year) on the aggregate principal
amount of all Revolving Loans outstanding from time to time as provided in the Loan Agreement. Capitalized words and phrases not
otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement.


 


This Sixth Amended
and Restated Revolving Note (this “Note”) evidences the Revolving Loans incurred by Borrowers under and pursuant
to the Loan Agreement, to which reference is hereby made for a statement of the terms and conditions under which the Revolving
Loan Maturity Date or any payment hereon may be accelerated. The holder of this Note is entitled to all of the benefits and security
provided for in the Loan Agreement. All Revolving Loans shall be repaid by Borrowers on the Revolving Loan Maturity Date, unless
payable sooner pursuant to the provisions of the Loan Agreement.


 


Principal and interest
shall be paid to Lender at its address set forth above, or at such other place as the holder of this Note shall designate in writing
to Borrowers. Each Revolving Loan made by Lender, and all payments on account of the principal and interest thereof shall be recorded
on the books and records of Lender and the principal balance as shown on such books and records, or any copy thereof certified
by an officer of Lender, shall be rebuttably presumptive evidence of the principal amount owing hereunder.


 




    	 



    	 



    

 


Except for such notices
as may be required under the terms of the Loan Agreement, each Borrower waives presentment, demand, notice, protest, and all other
demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents
to any extension or postponement of the time of payment or any other indulgence.


 


The Revolving Loans
evidenced hereby have been made and this Note has been delivered at Lender’s main office set forth above. This Note shall
be governed and construed in accordance with the laws of the State of Illinois, in which state it shall be performed, and shall
be binding upon each Borrower, and such Borrower’s legal representatives, successors, and assigns. Wherever possible, each
provision of the Loan Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of the Loan Agreement or 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 the Loan Agreement or this Note. The terms “Borrower” and “Borrowers” as used herein shall mean all
parties signing this Note, and each one of them, and all such parties, their respective successors and assigns, shall be jointly
and severally obligated hereunder.


 


This
Note constitutes a renewal and restatement of, and replacement and substitution for, that certain Fifth Amended and Restated Revolving
Note dated as of December 3, 2012 executed jointly and severally by Borrowers and made payable to the order of Lender in
the maximum principal amount of $12,000,000.00 (the “Prior Note”),
and evidences a renewal and an increase of the indebtedness evidenced by the Prior Note. The indebtedness evidenced by the Prior
Note is continuing indebtedness evidenced hereby, and nothing herein shall be deemed to constitute a payment, settlement or novation
of the Prior Note, or to release or otherwise adversely affect any lien, mortgage or security interest securing such indebtedness
or any rights of Lender against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.


 


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IN WITNESS WHEREOF,
Borrowers have executed this Sixth Amended and Restated Revolving Note as of the date set forth above.


 


	 	LTN STAFFING, LLC, a Delaware limited liability company
	 	 	 
	 	By:	 /s/ L. Allen Baker, Jr.
	 	Name:	L. Allen Baker, Jr.
	 	Title:	President and Chief Executive Officer


 


	 	BG STAFFING, LLC, a Delaware limited liability company
	 	 	 
	 	By:	LTN Staffing, LLC, a Delaware limited liability company
	 	Its:	Sole Member


 


	 	By:	 /s/ L. Allen Baker, Jr.
	 	Name:	L. Allen Baker, Jr.
	 	Title:	President and Chief Executive Officer


 


	 	BG PERSONNEL SERVICES, LP, a Texas limited partnership
	 	 	 
	 	By:	BG Staffing, LLC, a Delaware limited liability company
	 	Its:	General Partner


 


	 	By:	LTN Staffing, LLC, a Delaware limited liability company
	 	Its:	Sole Member


 


	 	By:	 /s/ L. Allen Baker, Jr.
	 	Name:	L. Allen Baker, Jr.
	 	Title:	President and Chief Executive Officer


 




    	 



    	 



    

 


	 	BG PERSONNEL, LP, a Texas limited partnership
	 	 	 
	 	By:	BG Staffing, LLC, a Delaware limited liability company
	 	Its:	General Partner


 


	 	By:	LTN Staffing, LLC, a Delaware limited liability company
	 	Its:	Sole Member


 


	 	By:	 /s/ L. Allen Baker, Jr.
	 	Name:	L. Allen Baker, Jr.
	 	Title:	President and Chief Executive Officer


 


 


	 	B G STAFF SERVICES INC., a Texas corporation
	 	 	 
	 	By:	 /s/ L. Allen Baker, Jr.
	 	Name:	L. Allen Baker, Jr.
	 	Title:	President and Chief Executive Officer