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EXHIBIT 10.6
AMENDED AND RESTATED
SECURITY AGREEMENT - PLEDGE
(AS THE SAME MAY BE AMENDED, MODIFIED OR
SUPPLEMENTED FROM TIME TO TIME, THIS "AGREEMENT")
Administaff, Inc., a Delaware corporation, whose address is 00000
Xxxxxxxx Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxx 00000 (herein
referred to as "Secured Party"); and Xxxxxxx X. Xxxxxx and wife, Xxxx Xxxxxx
(herein referred to collectively as the "Rawsons"), whose address is 0000
Xxxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000, and RDKB Xxxxxx
X.X., a Texas Family Limited Partnership (herein referred to as the
"Partnership," and together with the Xxxxxx herein referred to collectively as
"Debtors"), agree as follows:
Section I. Creation of Security Interest.
The Rawsons hereby jointly and severally grant a security interest in,
and pledge, to Secured Party the "Xxxxxx Collateral"(hereinafter defined) to
secure the performance and payment by Debtors of any and all indebtedness and
obligations now or hereafter owing by Debtors or any of them to Secured Party,
including, without limitation, pursuant to or under (i) that certain Amended
and Restated Promissory Note with effective date of June 22, 1995 in the
original principal amount of $693,694.75 executed by Debtors payable to the
order of Secured Party; (ii) that certain Amended and Restated Promissory Note
with effective date of April 11, 1996 in the original principal amount of
$300,000.00, also executed by Debtors payable to the order of Secured Party
(the Amended and Restated Promissory Notes described in the foregoing clauses
(i) and (ii) shall be herein referred to collectively as the "Promissory
Notes"); (iii) this Agreement; and (iv) any and all "Other Documents"
(hereinafter defined).
The Partnership hereby grants a security interest in, and pledges, to
Secured Party the "Partnership Collateral"(hereinafter defined) to secure the
performance and payment by Debtors of any and all indebtedness and obligations
now or hereafter owing by Debtors or any of them to Secured Party, including,
without limitation, pursuant to or under (i) each of the Promissory Notes; (ii)
this Agreement; and (iii) any and all Other Documents.
The indebtedness and obligations of Debtors (or any of them) to
Secured Party secured by this Agreement are referred to herein as the "secured
indebtedness" or the "indebtedness secured hereby." The secured indebtedness
includes, without limitation, any and all attorney's fees now or hereafter
owing by Debtors to Secured Party.
Section II. Collateral.
2.1 The collateral pledged by the Rawsons to Secured Party
pursuant to the foregoing Section I hereof (herein collectively referred to as
the "Xxxxxx Collateral") consists of all shares of the common stock issued by
Secured Party described in Exhibit "A" attached hereto (collectively, the
"Xxxxxx Shares"), together with any and all shares and other rights received by
the Rawsons or
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either of them from the issuer of the Xxxxxx Shares in replacement,
substitution, or redemption of the Xxxxxx Shares or as a result of any share
split or reverse share split, together with any and all proceeds thereof, as
the term "proceeds" is defined by Article 9 of the Texas Business and Commerce
Code.
2.2 The collateral pledged by the Partnership to Secured Party
pursuant to the foregoing Section I hereof (herein collectively referred to as
the "Partnership Collateral") consists of all shares of the common stock issued
by Secured Party described in Exhibit "B" attached hereto (collectively, the
"Partnership Shares"), together with any and all shares and other rights
received by the Partnership from the issuer of the Partnership Shares in
replacement, substitution, or redemption of the Xxxxxx Shares or as a result of
any share split or reverse share split, together with any and all proceeds
thereof, as the term "proceeds" is defined by Article 9 of the Texas Business
and Commerce Code.
2.3 The Xxxxxx Collateral and the Partnership Collateral shall be
herein collectively referred to as the "Collateral."
2.4 Each of the Debtors shall deliver all certificates or other
instruments representing the Collateral to Secured Party, together with
appropriate instruments of transfer executed in blank, to be held by Secured
Party during the period that such items constitute Collateral under this
Agreement.
Section III. Payment Obligations of Debtors.
Debtors hereby jointly and severally obligate themselves to pay to
Secured Party on written demand delivered by Secured Party to Debtors all
reasonable costs and expenses, including attorney's fees and other legal
expenses incurred or paid by Secured Party in exercising or protecting its
interests, rights and remedies under this Agreement, plus interest thereon from
date of demand until paid at the rate of ten percent (10%) per annum.
Section IV. Representations and Warranties.
Debtors represent and warrant that:
4.1 The Collateral is free from all liens, claims, demands,
equities or other security interests created or suffered by Debtors other than
the interest created by this Agreement.
4.2 Debtors own the Collateral and have the right to pledge the
same and to transfer any interest therein; all consents required for the pledge
of the Collateral have been obtained; and Debtors warrant and will forever
defend their title to the Collateral against the claims and demands of all
persons whomsoever claiming or to claim the same or any part thereof.
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4.3 The execution, delivery and performance by Debtors of this
Agreement does not and will not contravene or violate any provision of any law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award presently in effect and applicable to Debtors or result in a breach of or
constitute a default (with or without the giving of notice or the lapse of time
or both) under any indenture or loan, credit or other agreement to which
Debtors or any of them are or is a party or by which Debtors or any of Debtors'
property may be bound or affected.
4.4 This Agreement constitutes the legal, valid and binding
obligation of Debtors enforceable against Debtors in accordance with its terms.
4.5 No authorization, consent, approval, license, order or
exemption of, or filing or registration with, any court or governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, is or will be necessary to the valid execution, delivery or
performance by Debtors of this Agreement or to the enforcement hereof by
Secured Party.
Section V. Covenants.
5.1 Debtors covenant and agree with Secured Party as follows:
(a) Debtors will furnish to Secured Party such stock
powers and other instruments as may reasonably be required by Secured Party to
facilitate the transfer of the Collateral.
(b) Debtors will cause to be paid prior to delinquency
all taxes and assessments hereafter levied or assessed against the Collateral,
or any part thereof, or against the Secured Party for or on account of the
interest created by this Agreement.
(c) If the validity of this Agreement, any provision
hereof, or the priority of the security interest granted by this Agreement is
challenged or questioned, or if any legal proceedings are instituted with
respect thereto, Debtors will give prompt written notice thereof to Secured
Party and, at Debtors' own cost and expense, will take all necessary and proper
steps for the defense of such legal proceedings.
(d) Debtors will, on request of Secured Party, (i)
promptly correct any defect or error which may be discovered in any instrument
or document executed by Debtors for the purpose of giving effect to this
Agreement or of fulfilling the obligations of Debtors under this Agreement;
(ii) execute, acknowledge, deliver and record or file such further instruments
and documents (including financing statements and continuation statements) and
do such further acts as may reasonably be necessary, desirable or proper to
carry out more effectively the purposes of this Agreement; and (iii) Debtors
will pay all reasonable costs connected with any of the foregoing.
(e) Debtors will not sell, exchange, lend, assign,
transfer or otherwise dispose of all or any part of the Collateral or any
interest therein, or permit any of the foregoing, without the prior written
consent of Secured Party.
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(f) Debtors hereby obligate themselves, jointly and
severally, to pay (or reimburse Secured Party) for all reasonable filing fees,
taxes, brokerage fees and commissions, Uniform Commercial Code search fees,
escrow fees, attorney's fees, and all other costs and expense of every
character incurred by Secured Party in connection with this Agreement or the
Collateral and will reimburse Secured Party for all such expenses incurred by
it. Debtors hereby obligate themselves, jointly and severally, to pay (or
reimburse Secured Party) for its reasonable expenses and expenditures,
including reasonable attorney's fees and legal expenses, incurred or expended
in connection with Secured Party's rightful exercise of its rights and remedies
hereunder and/or Secured Party's protection of the Collateral and its security
interest therein. Amounts to be paid hereunder by Debtors to Secured Party
will be payable upon written demand from Secured Party delivered to Debtors and
will bear interest from date of demand until paid at the rate of ten percent
(10%) per annum.
(g) Debtors will furnish to Secured Party such
information as Secured Party may reasonably request with respect to the
Collateral.
5.2 If Debtors fail to perform any act (including the payment of
money) which this Agreement requires of Debtors, Secured Party, in Debtors'
names or in its own name, may but is not obligated to perform or cause to be
performed such act, and any expenses so incurred by Secured Party will be
payable by Debtors upon written demand from Secured Party delivered to Debtors
and will bear interest from date of demand until paid at the rate of ten
percent (10%) per annum.
Section VI. Voting Rights.
Unless and until an "Event of Default" (hereinafter defined) occurs,
Debtors are entitled to exercise all voting and consensual powers and rights
relating to the Collateral or any part thereof for all purposes not
inconsistent with the terms of this Agreement.
Section VII. Event of Default.
It will be an Event of Default under this Agreement if there occurs
any default in Debtors' performance of their obligations under this Agreement
or in the payment of any of the secured indebtedness when due or declared due
which default is not cured within fifteen (15) days following Debtors' receipt
of notice from Secured Party of such default (herein referred to as an "Event
of Default").
Section VIII. Remedies in Event of Default.
8.1 Upon the occurrence of an Event of Default, and at any time
thereafter if such Event of Default has not been cured, Secured Party may,
after giving all notices required by law or this Agreement, sell the Collateral
or any part thereof in accordance with all applicable laws and regulations at
public or private sale or by sale at a broker's board or on a securities
exchange. If (i) the Collateral is sold at public sale, or (ii) the Collateral
is sold at a private sale and is of a type
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customarily sold in a recognized market or is of a type which is the subject of
widely distributed standard price quotations, Secured Party may be the
purchaser of the Collateral and may apply the purchase price therefor against
the indebtedness secured hereby. Ten (10) days prior to any public sale of the
Collateral or ten (10) days prior to the date after which the Collateral may be
sold at private sale, Secured Party shall give to Debtors at the address set
forth herein notice of Secured Party's intention to make such public or private
sale. Such notice, in case of public sale, must state the time and place fixed
for the sale, and in case of sale at a broker's board or on a securities
exchange, must state the board or exchange at which such sale is to be made and
the day on which the Collateral or that portion thereof so being sold will
first be offered for sale at such board or exchange. Any such public sale will
be held at such time or times, during ordinary business hours and at such place
or places, as Secured Party may fix in the notice of such sale. At any sale
the Collateral may be sold in one lot as an entirety or in separate parcels as
Secured Party may determine. Secured Party will not be obligated to make any
sale pursuant to any such notice. If any part of the Collateral is sold on
credit or for future delivery, Secured Party will retain the Collateral so sold
until the full purchase price is paid by the purchaser thereof. If such
purchaser fails to pay for Collateral so sold, Secured Party may again act to
sell the Collateral in compliance with this Agreement and applicable law. Each
of the methods of disposition described in this Section are deemed to
constitute disposition in a commercially reasonable manner. Notwithstanding
anything to the contrary contained herein, the Federal Securities Act of 1933,
as amended, other applicable federal and state laws and regulations, and
conditions or limitations stated on the face or back of the certificates
representing the Collateral may impose restrictions or limitations on Secured
Party's ability to dispose of all or part of the Collateral in the enforcement
of its rights and remedies hereunder. Therefore, upon the occurrence of an
Event of Default, Secured Party is authorized to sell the Collateral or any
part thereof at one or more private sales at which the prospective bidders and
purchasers are restricted to persons who represent and warrant that they will
purchase the Collateral or a portion thereof for investment for their own
accounts and not with a view to distributing or reselling same, in a manner
which will not require that the Collateral, or any part thereof, be registered
in accordance with the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder, or any other law of regulations, at the
best price reasonably obtainable by Secured Party at any such private sale or
other disposition in the manner mentioned above. Debtors agree (i) that if the
Secured Party sells the Collateral, or any portion thereof, at a private sale
or sales under this Section, Secured Party will have the right to rely upon the
advice and opinion of any member firm of a national securities exchange as to
the best price reasonably obtainable therefor upon such a private sale, and
(ii) that in the absence of fraud, sale of the Collateral or portion thereof at
such price will be conclusive evidence that Secured Party obtained the
reasonable fair market value.
8.2 Upon the occurrence of an Event of Default, and at any time
thereafter, Secured Party shall have the rights of a secured party after
default under the Texas Business and Commerce Code, as modified by this
Agreement. In connection with the exercise of those rights or of any other
rights of Secured Party granted by this Agreement:
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(a) written notice given to Debtors as provided herein
ten (10) days prior to the date of public sale of the Collateral or prior to
the date after which private sale of the Collateral will be made constitutes
reasonable notice;
(b) so long as any portion of the secured indebtedness
remains outstanding, sale by Secured Party of less than the whole of the
Collateral will not exhaust the rights of Secured Party hereunder, and Secured
Party may make successive sales hereunder until the whole of the Collateral
shall be sold; and
(c) Secured Party may appoint or delegate any one or more
persons as its agent to perform any act or acts necessary or incident to any
sale held by Secured party, including the sending of notices and the conduct of
sale, but in the name and on behalf of Secured Party.
8.3 The remedies provided for in this Agreement are cumulative of
all remedies provided for in any other agreement securing payment of the
secured indebtedness and all other applicable remedies existing at law or in
equity, and resort to any remedy provided for in this Agreement or under any
other agreement or by law will not prevent the concurrent or subsequent
employment of any other appropriate remedy or remedies.
8.4 Secured Party may resort to any security given by this
Agreement or to any other security now existing or hereafter given to secure
the payment of the secured indebtedness, in whole or in part, and in such
portions and in such order as may seem best to Secured Party, and no such
action will in any manner be considered as a waiver of any of the rights,
benefits or security interest evidenced by this Agreement.
Section IX. Additional Agreements.
9.1 Upon the payment and performance in full of the secured
indebtedness, all of Secured Party's rights under this Agreement will
terminate, the Collateral will automatically be released from the security
interest evidenced hereby, and all documents and instruments filed in any
public office for the perfection of such security interest will be released,
canceled and terminated by Secured Party in due form at Debtors' cost.
9.2 Secured Party may waive any default without waiving any other
prior or subsequent default. Secured Party may remedy any default without
waiving the default remedied. Failure alone by Secured Party to exercise any
right, power or remedy upon any default may not be construed as a waiver of
such default or as a waiver of the right to exercise any such right, power or
remedy at a later date. No single or partial exercise by Secured Party of any
right, power or remedy hereunder will, without more, exhaust the same or will
preclude any other or further exercise thereof. No modification or waiver of
any provision hereof nor consent to any departure by Debtors therefrom will be
effective unless the same is in writing and signed by Secured Party and then
such waiver or consent will be effective only in the specific instances, for
the purpose for which given and to the extent therein specified. Acceptance by
Secured Party of any payment in an amount less than the
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amount then due on any secured indebtedness will be deemed an acceptance on
account only and will not in any way affect the existence of a default
hereunder.
9.3 Secured Party may at any time and from time to time in writing
(i) waive compliance by Debtors with any covenant herein made by Debtors to the
extent and in the manner specified in such writing; (ii) release any part of
the Collateral, or any interest therein, from the security interest of this
Agreement; or (iii) release any party liable, either directly or indirectly,
for the secured indebtedness or for any covenant herein or in any other
instrument now or hereafter securing the payment of the secured indebtedness
without impairing or releasing the liability of any other party. No such act
will in any way impair the rights of Secured Party hereunder or impair or
release the liability of any party except to the extent specifically agreed by
Secured Party in such writing.
9.4 The security interest and other rights of Secured Party
hereunder will not be impaired by any indulgence, moratorium or release granted
by Secured Party, including but not limited to (i) any renewal, extension or
modification which Secured Party may grant with respect to any secured
indebtedness; (ii) any surrender, compromise, release, renewal, extension,
exchange or substitution which Secured Party may grant in respect of any item
of the Collateral, or any part thereof or any interest therein, or (iii) any
release or indulgence granted to any endorser, guarantor or surety of any
secured indebtedness.
9.5 A carbon, photographic or other reproduction of this Agreement
or of any financing statement relating to this Agreement will be sufficient as
a financing statement.
9.6 If ownership of the Collateral or any part thereof becomes
vested in a person other than Debtors, Secured Party may, without notice to
Debtors, deal with such successor or successors in interest with reference to
this Agreement and to the indebtedness secured hereby in the same manner as
with Debtors; provided, however, that the foregoing shall not limit, diminish,
alter or otherwise affect Debtors' covenants set forth in Section 5.1(e)
hereinabove. No sale of the Collateral, no forbearance on the part of Secured
Party and no extension of the time for the payment of the indebtedness secured
hereby given by Secured Party will operate to release, discharge, modify,
change or affect, in whole or in part, the liability of Debtors or any other
person for the payment of the indebtedness secured hereby, except as set forth
in Section X hereinbelow.
9.7 Any notices, offers, approvals and other communications
hereunder must be in writing and, except when receipt is required to start the
running of a period of time, will be deemed given the second day after its
mailing by one party by certified or registered United States mail, postage
prepaid and return receipt requested, to the other party addressed as set forth
in the first paragraph of this Agreement. Any writing which may be mailed
pursuant to the foregoing may also be delivered by hand or transmitted by
telegraph, telex or telecopier and will be effective when received by the
addressee. Either party may, from time to time, specify as its address for
purposes of this Agreement any other address by giving ten (10) days' prior
written notice thereof to the other party.
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9.8 This Agreement is binding upon and inures to the benefit of
Secured Party, Debtors, their respective successors, heirs and assigns.
9.9 If any term or provision of this Agreement or the application
hereof to any person or circumstance is invalid or unenforceable to any extent,
the remainder of this Agreement will not be affected thereby, and each term and
provision of this Agreement will be valid and in force to the fullest extent
permitted by law.
9.10 Secured Party may, at any time after the occurrence of an
Event of Default, personally or by an agent designated by it, execute, sign,
endorse, transfer or deliver in the name of Debtors, notes, checks, drafts or
other instruments for the payment of money and receipts or any other documents
necessary to evidence, perfect and realize upon the security interests and
obligations of this Agreement. Any third party acting in good faith may rely
on the affidavit of Secured Party that an Event of Default has occurred for all
purposes under this Agreement and is released by Debtors from and against any
claim by Debtors for any action undertaken in such reliance.
9.11 Secured Party's duty with respect to the care and custody of
the Collateral is solely to use reasonable care in this custody and
preservation of the Collateral in Secured Party's possession. Secured Party
will not be responsible in any way for any depreciation in the value of the
Collateral, nor does any duty or responsibility whatsoever rest upon Secured
Party to act to preserve rights against prior parties or to enforce collection
of the Collateral by legal proceedings or otherwise, the duty of the Secured
Party being solely to receive collections, remittances and payments on such
Collateral as and when made to Secured Party. If Debtors instruct Secured
Party, in writing or orally, to deliver any or all of the Collateral to a
broker or other third person, and Secured Party agrees to do so, the following
conditions are deemed conclusively to be a part of Secured Party's agreement,
whether or not they are specifically mentioned to Debtors at the time of such
agreement: (i) Secured Party assumes no responsibility for verifying the
genuineness or authenticity of the authority of any person purporting to be a
messenger, employee or representative of the broker or other third person to
whom Debtors have directed Secured Party to deliver the Collateral, or the
genuineness or authenticity of any document of instructions delivered by any
such person; (ii) by requesting any such delivery, Debtors will be considered
to have assumed all risk of loss as to the Collateral; (iii) Secured Party's
sole responsibility will be to deliver the Collateral to the person purporting
to be the broker or other third person described by Debtors, or a messenger,
employee or representative thereof, and (iv) Secured Party and Debtors
expressly agree that compliance with the foregoing by Secured Party constitutes
reasonable care.
9.12 The headings of the various subdivisions of this Agreement are
for convenience of reference only and do not define or limit any of the terms
or provisions hereof. All pronouns are deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the person or persons
referred to may require. Terms used in this Agreement which are defined in the
Texas Business and Commerce Code are used with the meanings as therein defined.
9.13 All obligations of Debtors hereunder shall be joint and
several.
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9.14 This Agreement is governed by and will be construed in
accordance with the laws of the State of Texas and when and where applicable,
the laws of the United States of America.
9.15 It is the intention of Debtors and Secured Party to comply
strictly with all applicable usury laws. Interest on the indebtedness secured
hereby, 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 then outstanding of the indebtedness secured
hereby or, if such indebtedness has been repaid in full, refunded to Debtors,
and the effective interest rate shall automatically be reduced to the maximum
nonusurious contract rate and amount allowed for such indebtedness under
applicable law. This provision shall override all demands and charges, the
effect of all prepayments, and all contrary provisions in this Agreement, the
instruments which evidence the indebtedness secured hereby, and any and all
other instruments, documents, or other agreements executed as security for such
indebtedness or otherwise in connection therewith, whether now existing or
hereafter executed.
Section X. Nonrecourse Obligation.
Notwithstanding anything contained in this Agreement or elsewhere to
the contrary, except as specifically provided hereinafter in this Section X, no
judgment for the repayment of the indebtedness secured hereby or interest
thereon will be enforced against the Debtors or either of them personally or
any property of the Debtors or either of them other than the Collateral in any
action to collect any amount payable hereunder or to enforce performance of any
of the other provisions of this Agreement; provided, however:
(a) Nothing herein contained shall be construed as
limiting or impairing the enforcement against the Collateral or
otherwise prohibiting Secured Party from exercising any and all
remedies which this Agreement or any other document, instrument or
other agreement executed as security for or otherwise in connection
with the indebtedness secured hereby (herein referred to collectively
as the "Other Documents") permit, so long as the exercise of any
remedy does not extend to execution against or recovery out of any
property of Debtors or any of them other than the Collateral in any
action to foreclose the security interest and pledge hereof or to
collect any secured hereunder;
(b) Debtors 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 Secured to enforce the indebtedness
secured hereby, to protect or enforce Secured Party's security
interest in the Collateral or otherwise to enforce its rights under or
pursuant to this Agreement, or to enforce its rights under or pursuant
to any one or more of the Other Documents.
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Section XI. Amendment and Restatement.
Without any in anyway limiting the grant set forth in Section I
hereinabove, this Agreement is executed, in part, to amend and restate in its
entirety that certain Security Agreement-Pledge effective June 22, 1995, as
amended prior to the date hereof, including, without limitation, by that
certain Substitution of Collateral and Ratification effective as of October 19,
1995 among the Rawsons, the Partnership and the Secured Party (as so amended,
the "First Security Agreement"). In order to induce Secured Party to amend and
restate the First Security Agreement according to the terms hereof, Debtors
hereby acknowledge and agree (i) that as of the date hereof the liens, pledge
and security interests (collectively, the "Security Interests") granted in the
First Security Agreement are fully valid and subsisting as first priority
Security Interests securing the indebtedness secured hereby, including, without
limitation, the Promissory Notes, and hereby ratify and confirm the same, (ii)
that the Security Interests are not released or extinguished hereby or are
subject to any defense or counterclaim of any kind whatsoever, and (iii) that
the Security Interests are continued and carried forward by this Agreement and
shall remain in full force and effect as security for the indebtedness secured
hereby, including, without limitation, the Promissory Notes, pursuant to the
terms and provisions of this Agreement.
EXECUTED on the dates of the acknowledgments below, to be effective as
of December 16, 1996.
SECURED PARTY:
ADMINISTAFF, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx,
President and Chief Executive Officer
DEBTOR:
/s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx
DEBTOR:
/s/ Xxxx Xxxxxx
------------------------------------------
Xxxx Xxxxxx
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DEBTOR:
RDKB XXXXXX X.X., a Texas Family Limited
Partnership
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx, General Partner
STATE OF TEXAS )
)
COUNTY OF XXXXXXXXXX )
This instrument was acknowledged before me on the 16th day of
December, 1996, by Xxxx X. Xxxxxxx, President and Chief Executive
Officer of Administaff, Inc., a Texas corporation, on behalf of said
corporation.
/s/ Xxxxx X. Xxxxx
------------------------------------------
Notary Public, State of Texas
------------------------------------------
(Stamped or Printed Name of Notary)
My Commission Expires: December 11, 0000
XXXXX XX XXXXX )
)
COUNTY OF XXXXXXXXXX )
This instrument was acknowledged before me on the 16th day of
December, 1996, by Xxxxxxx X. Xxxxxx.
/s/ Xxxxx X. Xxxxx
------------------------------------------
Notary Public, State of Texas
------------------------------------------
(Stamped or Printed Name of Notary)
My Commission Expires: December 11, 1999
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STATE OF TEXAS )
)
COUNTY OF XXXXXXXXXX )
This instrument was acknowledged before me on the 16th day of
December, 1996, by Xxxx Xxxxxx.
/s/ Xxxxx X. Xxxxx
--------------------------------------
Notary Public, State of Texas
--------------------------------------
(Stamped or Printed Name of Notary)
My Commission Expires: December 11, 0000
XXXXX XX XXXXX )
)
COUNTY OF XXXXXXXXXX )
This instrument was acknowledged before me on the 16th day of
December, 1996, by Xxxxxxx X. Xxxxxx, General Partner of RDKB Xxxxxx
X.X., a Texas Family Limited Partnership, on behalf of said partnership.
/s/ Xxxxx X. Xxxxx
--------------------------------------
Notary Public, State of Texas
--------------------------------------
(Stamped or Printed Name of Notary)
My Commission Expires: December 11, 1999
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EXHIBIT A
TO AMENDED AND RESTATED SECURITY AGREEMENT - PLEDGE
DATED AS OF DECEMBER 16, 1996
EXECUTED BY XXXXXXX X. XXXXXX, XXXX XXXXXX
AND RDKB XXXXXX X.X., AS DEBTORS,
AND ADMINISTAFF, INC. AS SECURED PARTY
XXXXXX COLLATERAL
Certificate No. T 0104 for Twenty-Five Thousand Seven Hundred Sixty-Nine
(25,769) shares of the common stock issued by Administaff, Inc., a Delaware
corporation ("Administaff") and Certificate No. T 0145 for Nineteen Thousand
Four Hundred Thirty-Four (19,434) shares of the common stock issued by
Administaff, each of said certificates being registered in the name of
Xxxxxxx X. Xxxxxx.
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EXHIBIT B
TO AMENDED AND RESTATED SECURITY AGREEMENT - PLEDGE
DATED AS OF DECEMBER 16, 1996
EXECUTED BY XXXXXXX X. XXXXXX, XXXX XXXXXX AND
RDKB XXXXXX X.X., AS DEBTORS,
AND ADMINISTAFF, INC. AS SECURED PARTY
PARTNERSHIP COLLATERAL
Certificate No. T 0013 for Twenty-Nine Thousand Six Hundred Sixteen (29,616)
shares of the common stock issued by Administaff, Inc., a Delaware
corporation ("Administaff"), Certificate No. T 0019 for Two Hundred Twenty
Thousand Five Hundred (220,500) shares of the common stock issued by
Administaff, and Certificate No. T 0025 for One Hundred Eighteen Thousand
Nine Hundred Thirty-Three (118,933) shares of the common stock issued by
Administaff, each of said certificates being registered in the name of RDKB
Xxxxxx X.X.
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