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EXHIBIT 10.2
SECOND AMENDED AND RESTATED PROMISSORY NOTE (THIS "NOTE")
(SECURED BY SECURITY AGREEMENT)
Effective Date: .................. April 11, 1996
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:................. Three Hundred Thousand and No/100 Dollars
($300,000.00)
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 April
11, 2001.
Interest shall be due and payable annually as interest accrues,
beginning on April 11, 1997, and continuing regularly and annually
thereafter on the 11th day of April of each year thereafter until April
11, 2001, 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.
Each Maker jointly and severally promises to pay to the order of Payee
the principal balance of this Note and interest accrued thereon, at the place
for payment, according to the terms of payment
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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, 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 in 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 RDKB Rawson, L.P. or
any of its property, except for the Collateral, in any action to collect any
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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
April 11, 1996 in the original principal amount of $300,000.00 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 such 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) 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 $300,000.00, 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 April 11, 1996.
/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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