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EXHIBIT 10.1
SECOND AMENDED AND RESTATED PROMISSORY NOTE (THIS "NOTE")
(SECURED BY SECURITY AGREEMENT)
Effective Date: ................... June 22, 1995
Makers: ........................... Richard G. Rawson and wife, Dawn Rawson
2902 Valley Manor Drive Kingwood, Harris
County, Texas 77339; and
RDKB Rawson, L.P., a Texas Family Limited
Partnership
2902 Valley Manor Drive
Kingwood, Harris County, Texas 77339
(collectively, the "Makers," and
individually, a "Maker")
Payee: ............................ Administaff, Inc., a Delaware corporation
(sometimes hereinafter referred to as the
"Payee")
Place for Payment: ................ 19001 Crescent Springs Drive
(including county) Kingwood, Montgomery County, Texas or any
other place that Payee may designate in
writing
Principal Amount:.................. Six Hundred Ninety-Three Thousand Six
Hundred Ninety-Four and 75/100 Dollars
($693,694.75)
Annual Interest Rate on
Unpaid Principal from Date: .... Six and 83/100 Percent (6.83%)
Annual Interest Rate on
Matured Unpaid Amounts: ........ Six and 83/100 Percent (6.83%)
Terms of Payment (principal and interest):
The principal of this Note shall be due and payable in full on June 22,
2000.
Interest shall be due and payable annually as interest accrues, beginning
on June 22, 1996, and continuing regularly and annually thereafter on the
22nd day of June of each year thereafter until June 22, 2000, when, as
stated above, the entire principal balance of this Note, and all accrued
unpaid interest thereon shall be due and payable in full. Interest
installments shall be calculated on the unpaid principal balance from
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time to time outstanding hereunder, from the date following the last
interest payment date through the date of payment.
Security for Payment:
A security interest created and granted in the following Second Amended and
Restated Security Agreement (the "Security Agreement"):
Date: ...................... ___________, 1998
Debtors: ................... Richard G. Rawson and wife, Dawn Rawson
2902 Valley Manor Drive
Kingwood, Harris County, Texas 77339; and
RDKB Rawson, L.P., a Texas Family Limited
Partnership
2902 Valley Manor Drive
Kingwood, Harris County, Texas 77339
Secured Party: ............. Administaff, Inc.
19001 Crescent Springs Drive
Kingwood, Montgomery County, Texas 77339
(sometimes hereinafter referred to as the
"Secured Party")
Collateral Location: ....... Secretary of Administaff, Inc.
(including County) 19001 Crescent Springs Drive
Kingwood, Montgomery County, Texas 77339
Collateral Description: .... Stock Certificate Nos. [_______ (______
shares), _________ (________ shares),] and
such other stock certificates representing
shares of common stock issued by
Administaff, Inc., a Delaware corporation,
as may from time to time be held by Secured
Party as security for the indebtedness
evidenced hereby and any and all stock
certificate(s) issued in replacement,
substitution, or redemption thereof or as a
result of any share split or reverse share
split, together with all proceeds thereof,
all as more fully described in the Security
Agreement.
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Each Maker jointly and severally promises to pay to the order of Payee the
principal balance of this Note and accrued interest thereon, at the place for
payment, according to the terms of payment and at the rates stated above. Makers
shall have the right to prepay all or any portion of the outstanding principal
balance of this Note.
If Makers default in the payment of this Note or under any term of the
Security Agreement, or in the performance of any obligation under any other
agreement, instrument or other document executed as security for, or otherwise
in connection with, this Note, whether now existing or hereafter executed
(collectively, the "Other Documents"), and such default continues after the
holder of this Note gives Makers notice of such default and the time within
which it must be cured, as may be required by law or by written agreement, then
the holder of this Note may, at its option, declare the unpaid principal balance
hereof and accrued, unpaid interest thereon immediately due and payable in full
without notice of any kind. Makers and each surety, endorser, and guarantor
waive all demands for payment, presentations for payment, notices of intention
to accelerate maturity, notices of acceleration of maturity, protests, and
notices of protests and all other notices of whatever kind, to the extent
permitted by law.
If any one or more of this Note, the Security Agreement or any of the Other
Documents are given to an attorney for collection or enforcement, or if suit is
brought for collection or enforcement, or if this Note is collected through
probate, bankruptcy, or other judicial proceeding, then Makers shall pay the
holder of this Note all costs of collection and enforcement, including
reasonable attorney's fees and court costs, of not less than 10% of the amount
due under this Note, in addition to other amounts due.
It is the intention of Makers and Payee to comply strictly with all
applicable usury laws. Interest on the debt evidenced by this Note, however
denominated, shall not exceed the maximum amount of nonusurious interest that
may be contracted for, taken, reserved, charged, collected or received under
applicable law; any interest collected or received in excess of such maximum
nonusurious amount shall be deemed a mistake and credited against the unpaid
principal balance hereof then outstanding or, if the principal hereof has been
repaid, refunded to Makers, and the effective interest rate and amount
applicable to this Note shall automatically be reduced to the maximum
nonusurious contract rate and amount of interest allowed for this Note under
applicable law. The foregoing provision shall override all demands and charges,
the effect of all prepayments, and all contrary provisions, if any, in this
Note, the Security Agreement and the Other Documents.
Each Maker is jointly and severally liable for all obligations set forth by
this Note.
It is the express understanding of the Makers and Payee that any judgment
for the repayment of the indebtedness evidenced hereby or interest thereon will
be enforced first against the collateral furnished pursuant to the Security
Agreement (the "Collateral") and, second, only to the extent that the
indebtedness evidenced hereby or any interest thereon is not satisfied by the
Collateral, against Richard G. Rawson and Dawn Rawson, or either of them
personally or any property of Richard G. Rawson and Dawn Rawson or either of
them to the full extent of such deficiency, but not against
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RDKB Rawson, L.P. or, except for the Collateral, any of its property, in any
action to collect any amount payable hereunder or to enforce performance of any
of the other provisions of the Security Agreement or any of the Other Documents;
provided, however:
(a) Nothing herein contained shall be construed as limiting or
impairing enforcement against the Collateral or otherwise prohibiting Payee
from exercising any and all remedies which this Note, the Security
Agreement or the Other Documents permit, so long as the exercise of any
remedy shall only extend to execution against or recovery out of any
property of Richard G. Rawson and Dawn Rawson, or either of them in
addition to the Collateral in any action to foreclose or to collect any
amounts payable hereunder at such time as the Collateral is fully exhausted
and then only to the extent any deficiency was not satisfied by the
Collateral;
(b) Makers shall be fully and personally liable, jointly and
severally, for any and all costs, expenses and other sums payable to third
parties (including, without limitation, attorney's fees and court costs)
paid or incurred by Payee to enforce this Note, to protect or enforce
Payee's security interest in the Collateral or otherwise to enforce the
Security Agreement, or to enforce the Other Documents, together with
interest thereon at the rate of ten percent per annum.
This Note is executed to amend and restate in its entirety that certain
Amended and Restated Promissory Note (Secured by Security Agreement), dated as
of June 22, 1995, in the original principal amount of $693,694.75 executed by
Richard G. Rawson, wife, Dawn Rawson and RDKB Rawson L.P., payable to the order
of Payee (the "Amended Note"), the purpose of this amendment and restatement
being, generally, to (i) reflect the Makers' and the Payee's agreement to
provide that the indebtedness evidenced hereby shall be recourse to the extent
provided herein and in the Security Agreement; (ii) reflect the Makers' and the
Payee's current agreement set forth in the Security Agreement with respect to
the share certificates held and to be held by Secured Party as Collateral from
time to time; and (iii) to remove provisions no longer applicable because of the
new status of the issuer of the shares of stock pledged as Collateral (i.e.,
Administaff, Inc.) as a public company. Makers hereby acknowledge and agree that
the principal amount of $693,694.75, together with accrued, unpaid interest
thereon is fully due and owing under the Amended Note, and that such amounts
(both principal and accrued, unpaid interest thereon) are fully valid and
subsisting as of the date of execution hereof and are not subject to set-off,
deduction, defense, or counterclaim of any kind whatsoever.
When the context requires, singular nouns and pronouns include the plural
and vice versa.
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EXECUTED the 13th day of July, 1998 to be effective as of June 22, 1995.
/s/ RICHARD G. RAWSON /s/ DAWN RAWSON
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Richard G. Rawson Dawn Rawson
RDKB RAWSON L.P., a Texas Family Limited Partnership
By: /s/ RICHARD G. RAWSON, Gen Partner
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Richard G. Rawson, General Partner
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