EX-10.3



 Exhibit 10.3 

CONSOLIDATED, AMENDED, RESTATED AND INCREASED 

PROMISSORY NOTE 
  

			
	$27,420,538.01	  	June 17, 2014

 As used in this Note, the following terms shall have the meanings ascribed to each: 

 

			
		
	BUSINESS DAY:	  	That portion of any day, other than a Saturday, a Sunday or a day on which Kirkpatrick Bank is permitted or required to be closed under the laws of the State of Oklahoma or applicable Federal law, during which the Holder of this
Note is open for substantially all of such Holder’s normal banking functions.
		
	DEFAULT RATE:	  	The lesser of (a) the Interest Rate (as adjusted from time to time pursuant to the terms of this Note) plus five hundred basis points (5.00%) per annum or (b) the Maximum Rate.
		
	DISCOUNTED RATE:	  	A rate determined by the following method:
		
		  	 (1) secure an issue of the Wall Street Journal date five (5) working days prior to the prepayment date and locate the
listing of Treasury Bonds, Notes, and Bills therein (representative mid-afternoon over-the-counter quotations supplied by the Federal Reserve Bank of New York, based on transactions of $1 million or more);

 

		
		  	 (2) select the five (5) issues which mature closest to the Maturity Date of this Note (in the event there are more than
five (5) issues which mature closest to the Maturity Date, Lender shall, in its sole discretion, select which five (5) issues to use); and
  

(3) discard the highest and lowest yields-to-maturity and ascertain the average of the remaining three (3) and add seventy-five (75) basis
points to arrive at the Discount Rate.
  

		
	EVENTS OF DEFAULT:	  	This term shall have the meaning ascribed to it in paragraph 5.1 of this Note.
		
	HOLDER AND PAYEE:	  	KIRKPATRICK BANK, an Oklahoma banking corporation, and its successors and assigns
		
	INDEBTEDNESS:	  	The indebtedness evidenced by this Note.
		
	INTEREST RATE:	  	The Interest Rate in effect under this Note shall be a fixed rate equal to 4.75%.
		
	LATE CHARGE:	  	Five percent (5%) of each delinquent payment.









			
		
	LOAN:	  	The loan from Holder to Maker evidenced by this Note and secured by the Loan Documents.
		
	LOAN AGREEMENT:	  	The Loan Agreement, dated March 28, 2013, as amended by the First Loan Modification Agreement, dated December 31, 2013, as amended by the Second Loan Modification Agreement of even date herewith between Holder, as lender, and the
Maker, as borrower, as amended, modified, renewed and/or restated from time to time.
		
	LOAN DOCUMENTS:	  	This term shall have the meaning ascribed to it in the Loan Agreement.
		
	MAKER:	  	PAYCOM PAYROLL, LLC, a Delaware limited liability company
		
	MAKER’S ADDRESS:	  	7501 West Memorial Road, Oklahoma City, Oklahoma 73142.
		
	MATURITY DATE:	  	The Maturity Date shall be May 30, 2021, or any earlier date on which the entire unpaid Principal Amount shall be paid or required to be paid in full, whether by prepayment, acceleration or otherwise.
		
	MAXIMUM RATE:	  	The maximum rate of interest permitted by applicable law.
		
	MORTGAGES:	  	This term shall collectively mean Mortgage 1, the Mortgage, the Second Mortgage and the Land Mortgage, each of which has the meaning ascribed to it in the Loan Agreement.
		
	MORTGAGED PROPERTY:	  	Collectively, all of the real and personal property described in the Mortgages.
		
	NET PRESENT VALUE:	  	The present value of the payments of principal and interest required under this Note calculated using a Discounted Rate over the period commencing with the date of determination of such present value and ending on the scheduled
Maturity Date.
		
	NOTE:	  	This Consolidated, Amended, Restated and Increased Promissory Note and any amendments, modifications, renewals or extensions thereto and any substitutions thereto.
		
	NPV DIFFERENTIAL:	  	The amount by which the Net Present Value of the Note exceeds the then outstanding Principal Amount.
		
	PAYMENT ADDRESS:	  	Kirkpatrick Bank, 15 East 15th Street, Edmond, Oklahoma 73013, or such other address as Holder may hereafter designate in writing to Maker.
		
	PRINCIPAL AMOUNT:	  	Initially, Twenty-Seven Million Four Hundred Twenty Thousand Five Hundred Thirty-Eight and 01/100 Dollars ($27,420,538.01), together with all other amounts added thereto pursuant to this Note or otherwise payable in accordance with
the Loan Documents.


  
 2 








 1. Promise to Pay. FOR VALUE RECEIVED, Maker promises to pay to the order of Holder at the
Payment Address the Principal Amount (or so much thereof as may from time to time be outstanding) on or before the Maturity Date, together with interest accrued on the outstanding Principal Amount at the Interest Rate through the Maturity Date,
payable in lawful money of the United States of America as set forth in this Note. 
 2. Payment Requirements. Subject to paragraph
5.2, interest shall accrue on the outstanding Principal Amount at the Interest Rate. Commencing on July 1, 2014 and continuing on the first day of each calendar month thereafter, Maker shall pay to Holder monthly installments of principal and
interest equal to the amount, determined by Holder from time to time, that is necessary to amortize the unpaid principal balance of this Note, together with interest accrued at the Interest Rate, over a twenty (20) year amortization period. If
not paid sooner, the entire unpaid principal balance of this Note and all unpaid accrued interest thereon shall be due and payable on the Maturity Date. 

3. Application of Payments. Whenever any payment is stated to be due or a computation is to be made on a day which is not a Business
Day, such payment or computation will be made on the next succeeding Business Day, and such extension of time will be included in the computation of interest. Interest due under this Note shall be calculated on the unpaid principal to the date of
each installment paid. All payments of interest shall be computed on the basis of a three hundred sixty (360) day year comprised of twelve (12) equal months of thirty (30) days each. 

4. Prepayment. Borrower may prepay this Note in full, but not in part, on any due date so long as: (i) Borrower provides Lender not
less than sixty (60) days advance written notice thereof, and (ii) Borrower pays to Lender prior to or concurrently with such prepayment, as consideration for the privilege of making such payment, a prepayment fee equal to: 

 

	 	(A)	the larger of (I) 1% of the unpaid principal balance outstanding under this Note (the “1% Fee”), or (II) a prepayment premium consisting of the amount of the NPV Differential, and 


 

	 	(B)	all other sums payable to Lender as of the date of the prepayment, including, but not limited to, interest to the date of prepayment. 


5. Default. 

5.1. Events of Default. The Events of Default listed in the Loan Agreement and/or the Mortgages are incorporated in this
Note by reference and made a part of this Note and shall constitute “Events of Default” hereunder and under each of the other Loan Documents. These Events of Default include, but are not limited to, default in payment when due of any
interest on or principal of this Note. Upon the occurrence or existence of any Event of Default for which the Holder intends to take legal action if not promptly cured, the Holder will give the Maker written notice of the Event of Default and
(i) ten (10) days from the date of such notice to cure the Event of Default if the Event of Default involves Maker’s failure to make any payments required by this Note or (ii) sixty (60) days from the date of such notice to
cure the Event of Default if the Event of Default is an involuntary bankruptcy proceeding filed against Maker (iii) or thirty (30) days from the date of such notice to cure the Event of Default if the Event of Default does not 

  
 3 








 involve Maker’s failure to make any payments required by this Note and is not an involuntary
bankruptcy proceeding filed against Maker, and if such an Event of Default cannot be cured within such thirty (30) day cure period and the Maker commences curative efforts within the thirty (30) day cure period and is diligently proceeding
with such curative efforts, Maker will have a reasonable time period after expiration of the thirty (30) day cure period in which to effect a cure of the Event of Default, but not exceeding sixty (60) additional days in any event;
provided, however, notwithstanding any language in this paragraph to the contrary, (a) the Holder shall not be obligated to give notice or opportunity to cure more than three (3) Events of Default per year which involve
Maker’s failure to make any payments required by this Note, (b) the Holder shall not be required to give the Maker notice of an Event of Default which results from the Maker’s voluntary bankruptcy, assignment for the benefit of
creditors or other similar actions, and (c) the Holder may, at its option and without notice of any type, decline to make further advances hereunder upon the occurrence of an Event of Default until such Event of Default is cured to the
satisfaction of the Holder hereof. The notice requirement set forth in the preceding sentence will be satisfied by, and will run concurrently with, any requirements for a notice of an Event of Default and opportunity to cure the Event of Default
required by the law of the State of Oklahoma. If the Event of Default is not cured to the reasonable satisfaction of the Holder within the applicable cure period, the Holder hereof may, without further notice, declare the entire unpaid principal
balance of this Note and all unpaid, accrued interest on this Note and all other obligations of the Maker to the Holder, whether direct or indirect, absolute or contingent, now existing or hereafter arising, immediately due and payable, without
further notice or demand, and the Maker shall pay all such sums and other obligations. Further, upon the occurrence or existence of any such Event of Default that remains uncured after the expiration of any applicable notice and cure periods as
provided above, the Holder shall be entitled to exercise any or all remedies provided or referenced in this Note, the Loan Agreement, the Mortgages or any other instrument or agreement evidencing, securing or relating to the indebtedness evidenced
by this Note and any other rights and remedies under state or federal law. Failure to exercise any such rights and remedies upon any default shall not constitute a waiver of any rights in the event of any subsequent default. If this Note is placed
in the hands of an attorney for collection or if collected through the probate court, bankruptcy court, or by any other legal or judicial proceedings, the Maker agrees and is obligated to pay, in addition to the sums referred to above, the
reasonable attorneys’ fees of the Holder, together with all court costs and other expenses paid by such Holder. 
 5.2.
After Default Interest Rate. While any Event of Default continues to exist under the Loan Agreement, this Note, the Mortgages, or any instrument now or hereafter securing payment of the indebtedness evidenced by this Note, including, without
limitation, any event of Default under the Mortgages and the failure of Maker to cure such Event of Default within fifteen (15) days thereafter, at the option of the Holder, in its sole discretion, the entire unpaid principal balance hereof
shall bear interest, retroactively from the date of the Event of Default, at the rate per annum equal to the lesser of (i) the Interest Rate, adjusted as of the date of any change therein, plus five percent (5.00%) per annum or
(ii) the rate of interest which when added to all other charges that are included in the determination of the interest rate or loan finance charge (if applicable) on the Loan evidenced by this Note does not exceed the maximum permissible
interest rate or loan finance charge. During the existence of any such default, the Holder may apply payments received on any amounts due hereunder, or under the terms of any instrument now or hereafter evidencing or securing such indebtedness, as
the Holder may determine, and if the Holder so elects, notice of election being expressly waived, the principal hereof remaining unpaid, together with accrued interest, shall at once become due and payable. Any and all additional interest which has
accrued at the rate provided in this paragraph shall be due and payable at the time of, and as a condition precedent to, the curing of any default. 

  
 4 








 5.3. Remedies. If an Event of Default has occurred and Holder has provided
to Maker notice of the Event of Default and opportunity to cure the Event of Default as described in paragraph 5.1, and Maker has not cured the Event of Default, then (a) interest shall accrue at the Default Rate from the date of the Event of
Default and shall be calculated on the daily outstanding principal balance of this Note on the basis of a three hundred sixty (360) day year for the actual number of days outstanding; (b) Holder may, at its option and without notice (such
notice being expressly waived), declare the unpaid Principal Amount and all accrued and unpaid interest thereon immediately due and payable; and/or (c) Holder may, at its option, exercise any or all other rights and options available to Holder
at law or in equity. Holder’s rights, remedies and powers, as provided in this Note and the other Loan Documents, are cumulative and concurrent, and may be pursued singly, successively or together against Maker, the security described in the
Loan Documents, any guarantor(s) of this Note and any other security given at any time to secure the payment of this Note, all at the sole discretion of Holder. Additionally, Holder may resort to every other right or remedy available at law or in
equity without first exhausting the rights and remedies contained herein, all in Holder’s sole discretion. Failure of Holder, for any period of time or on more than one occasion, to exercise its option to accelerate the Maturity Date shall not
constitute a waiver of the right to exercise the same at any time during the continued existence of any Event of Default or any subsequent Event of Default. 

5.4. Attorney’s Fees. If this Note is not paid at maturity, whether by acceleration or otherwise, and is placed in
the hands of an attorney for collection, or suit is filed hereon, or proceedings are had in probate, bankruptcy, receivership, reorganization, rearrangement or other legal proceedings for collection hereof, Maker and each surety, guarantor, endorser
and other party now or hereafter primarily or secondarily liable upon or for the payment of any sums of money payable on this note jointly and severally agree to pay to Payee its collection costs, including a reasonable sum for attorneys’ fees,
but in no event to exceed the maximum amount permitted by law. 
 6. Late Charge. In the event any payment provided for in this Note
or in the Mortgages shall become overdue for a period in excess of fifteen (15) days, Maker shall pay, without notice or demand, both of which are hereby waived to the maximum extent permitted by applicable law, the Late Charge computed on the
delinquent payment; provided, however, if such amount, when added to all other charges contracted for, charged or received hereunder which are treated as interest or loan finance charge under applicable federal or state law, is in excess of
the amount permitted to be charged to Maker under applicable federal or state law, Holder shall be entitled to collect, in lieu thereof, such amount only to the maximum amount permitted by such law on the payment so overdue, computed from the
original due date to the date such payment is made, which amount shall become immediately due to Holder, at Holder’s option, as liquidated damages for Maker’s failure to make prompt payment, but in no event shall such amount, when added to
all other sums deemed to be interest or loan finance charge by applicable law, exceed the maximum amount allowed by law. Maker acknowledges that late payment to Holder of any sum due under this Note or the Mortgages will cause Holder to incur costs
not contemplated at the time it made the Loan to Maker which is evidenced by this Note, including, without limitation, processing and accounting charges, but that actual damages to Holder would be costly, inconvenient and impracticable to ascertain.
Maker agrees that the Late Charge set forth above represents a fair and reasonable estimate of such costs and represents a reasonable sum considering all of the circumstances existing on the date of this Note. The Late Charge shall be paid without
prejudice to the right of Holder to collect any other amounts provided to be paid, to declare a default under this Note or under the Mortgages or to exercise any of the other rights and remedies of Holder. Further, nothing in this Note shall be
construed as an obligation on the part of Holder to accept, at any time, less than the full amount then due hereunder, or as a waiver or limitation of Holder’s right to compel prompt performance. 

  
 5 








 7. Lawful Rate of Interest. All agreements between Maker and Holder are expressly limited
so that in no event whatsoever, whether by reason of disbursement of the proceeds hereof or otherwise, shall the amount of interest or loan finance charge paid or agreed to be paid by Maker to Holder exceed the highest lawful contractual rate of
interest or the maximum finance charge permissible under applicable federal or state law which a court of competent jurisdiction, by final non-appealable order, determines to be applicable hereto. If fulfillment of any agreement between Maker and
Holder of this Note, at the time the performance of such agreement becomes due, involves exceeding such highest lawful contractual rate or such maximum permissible loan finance charge, then the obligation to fulfill the same shall be reduced so that
such obligation does not exceed such highest lawful contractual rate or maximum permissible loan finance charge. If by any circumstance Holder shall ever receive as interest or loan finance charge an amount which would exceed the amount allowed by
applicable federal or state law, the amount which may be deemed excessive shall be deemed applied to the principal of the indebtedness evidenced hereby and not to interest. To the extent required to comply with applicable limitations on interest or
loan finance charges, all interest and loan finance charges paid or agreed to be paid to Holder of this Note shall be prorated, allocated and spread throughout the full period of this Note. The terms and provisions of this paragraph shall control
all other terms and provisions contained herein and in any of the other documents executed in connection herewith. 
 8. Waiver.
Except with respect to such notice of an Event of Default and such opportunity to cure an Event of Default as may be required by this Note or the Loan Agreement, to the maximum extent permitted by applicable law, Maker, for itself and all endorsers,
guarantors and sureties of this Note, and each of them, and their respective heirs, legal representatives, successors and assigns, hereby waives presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor,
notice of protest and protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, and agrees that their liability shall be unconditional and without regard
to the liability of any other party and shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Holder. To the maximum extent permitted by applicable law, Maker, for itself
and all endorsers, guarantors and sureties of this Note, and each of them, and their respective heirs, legal representatives, successors and assigns, hereby waives consent to every extension of time, renewal, waiver or modification that may be
granted by Holder with respect to the payment or other provisions of this Note, and to the release of any collateral given to secure the payment of this Note, or any part of this Note, with or without substitution, and agrees that additional makers
or guarantors or endorsers may become parties hereto without notice to Maker and without affecting the liability of Maker hereunder. 
 9.
Continuation of Indebtedness. In the event that at any time any payment(s) received by Holder hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the
bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than Holder, then, in any such event, the obligation to make such payment(s) shall survive any cancellation of this Note and/or return
thereof to Maker, shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Note but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and the amount of
such payment(s) shall bear interest at the Default Rate from the date of such final order until repaid hereunder. 
  

  
 6 








 10. General Provisions. 

10.1. Amendments. This Note may not be terminated or amended orally, but only by a termination or amendment in writing
signed by Holder. 
 10.2. Records of Holder. The records of the Holder shall be prima facie evidence of the amount
due hereunder. 
 10.3. Business Purposes. This Note is given to evidence an obligation incurred for business purposes
and not for personal, residential or agricultural purposes. 
 10.4. Captions; Definitions. The captions of the
paragraphs of this Note are for convenience only and shall not be deemed to modify, explain, enlarge or restrict any of the provisions of this Note. Each of the terms defined before paragraph 1 of this Note shall have the meaning set forth following
such term when used throughout this Note. Any term not specifically defined in this Note shall be accorded the same meaning set forth for such term in the Loan Agreement. 

10.5. Severable Provisions. Every provision of this Note is intended to be severable. If any term or provision hereof is
declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable. 
 10.6. Notices. Notices and other communications shall be given
under this Note in accordance with the requirements of paragraph 12.2 of the Loan Agreement. 
 10.7. Time of Essence.
Time is of the essence of this Note and the performance of each of the covenants and agreements contained herein. 
 10.8.
Purpose. This Note is signed to evidence an obligation incurred by Maker for business purposes and not for personal, residential or agricultural purposes. 

10.9. Choice of Law. Payment of this Note is secured, without limitation, by the Mortgages, which covers real and
personal property located in Oklahoma County, Oklahoma. An Event of Default under the Mortgages, the Loan Agreement or any other document securing or relating to this Note shall constitute an Event of Default under this Note. THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES, AND EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW. 

10.10. Jurisdiction and Venue. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO THIS NOTE MAY BE INSTITUTED IN ANY STATE OR
FEDERAL COURT HAVING THE MORTGAGED PROPERTY (AS DEFINED IN THE LOAN AGREEMENT) WITHIN ITS JUDICIAL DISTRICT, AS THE HOLDER MAY ELECT, AND BY EXECUTION AND DELIVERY OF THIS NOTE, THE MAKER IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION (BOTH SUBJECT MATTER AND PERSON) OF EACH SUCH COURT AND IRREVOCABLY AND UNCONDITIONALLY WAIVE (I) ANY OBJECTION THAT MAKER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN EITHER OF SUCH COURTS, AND (II) ANY CLAIM THAT ANY
ACTION OR PROCEEDING BROUGHT IN EITHER SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 

  
 7 








 10.11. Jury Trial Waiver. MAKER AND HOLDER, BY ITS ACCEPTANCE OF THIS
NOTE, JOINTLY AND SEVERALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS NOTE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY MAKER, AND MAKER ACKNOWLEDGES
THAT NEITHER HOLDER NOR ANY PERSON ACTING ON BEHALF OF HOLDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY, AND VOLUNTARILY MADE BY HOLDER, AND HOLDER ACKNOWLEDGES THAT NEITHER MAKER NOR ANY PERSON ACTING ON BEHALF OF MAKER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY
MODIFY OR NULLIFY ITS EFFECT. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL. EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND
UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION. THIS NOTE CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY, AND EITHER PARTY IS AUTHORIZED AND EMPOWERED TO FILE THIS NOTE WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT
JURISDICTION AS A STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY. 
 IN WITNESS WHEREOF, Maker executes this Note as of the date set
forth above. 
  

							
	“Maker”:	 	 	 	 PAYCOM PAYROLL, LLC,

a Delaware limited liability company

				
		 		 	By	 	 :/s/ Chad Richison

		 		 		 	Chad Richison, President


  
 8