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EXHIBIT 10.6
AMENDED PROMISSORY NOTE (THIS "NOTE")
(SECURED BY SECURITY AGREEMENT)
Effective Date: ................... June 27, 1997
Makers: ........................... Jerald L. Broussard and wife, Mary Catherine
Broussard
707 Masters Way
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:.................. Forty-Six Thousand One Hundred Seventy-Six
and No/100 Dollars ($46,176.00)
Annual Interest Rate on
Unpaid Principal from Date: .... Six and 60/100 Percent (6.60%)
Annual Interest Rate on
Matured Unpaid Amounts: ........ Six and 60/100 Percent (6.60%)
Terms of Payment (principal and
interest):
The principal of this Note shall be due and payable in full on June 27,
2002.
Interest shall be due and payable annually as interest accrues,
beginning on June 27, 1998, and continuing regularly and annually
thereafter on the 27th day of June of each year thereafter until June
27, 2002, 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 time to time outstanding hereunder, from the
date following the last interest payment date through the date of
payment.
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Security for Payment:
A security interest created and granted in the following Amended
Security Agreement (the "Security Agreement"):
Date: ...................................... June 24, 1998
Debtors: ................................... Jerald L. Broussard and wife, Mary Catherine
Broussard
707 Masters Way
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 No. ASF 2179 (6,500 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 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
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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 attorneys' 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 Makers or either of them personally or any property of the
Makers or either of them to the full extent of such deficiency, 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
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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 Makers or of either of them
personally 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, attorneys' 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
Promissory Note (Secured by Security Agreement) dated as of June 27, 1997 in the
original principal amount of $46,176.00 executed by Jerald L. Broussard and Mary
Catherine Broussard, payable to the order of Payee (the "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; and (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. Makers hereby acknowledge and agree that
the principal amount of $46,176.00, together with accrued, unpaid interest
thereon, is fully due and owing under the 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.
EXECUTED the 23rd day of June, 1998 to be effective as of June 27,
1997.
/s/ Jerald L. Broussard /s/ Mary C. Broussard
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Jerald L. Broussard Mary Catherine Broussard
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