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EXHIBIT 10.7
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 Xxxxxx X. Xxxxxxxxx and wife, Xxxx
Xxxxxxxxx Xxxxxxxxx, whose address is 000 Xxxxxxx Xxx, Xxxxxxxx, Xxxxxx Xxxxxx,
Xxxxx 00000 (herein referred to collectively as "Debtors"), agree as follows:
Section I. Creation of Security Interest.
The Debtors hereby jointly and severally grant a security interest in,
and pledge, to Secured Party the "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 either of them to Secured
Party, including, without limitation, pursuant to or under (i) that certain
Amended and Restated Promissory Note with effective date of September 4, 1995
in the original principal amount of $141,360.00 executed by Debtors payable to
the order of Secured Party (the "Promissory Note"); (ii) this Agreement; and
(iii) any and all "Other Documents" (hereinafter defined).
The indebtedness and obligations of Debtors (or either 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 Debtors to Secured Party pursuant
to the foregoing Section I hereof (herein collectively referred to as the
"Collateral") consists of all shares of the common stock issued by Secured
Party described in Exhibit "A" attached hereto (collectively, the "Shares"),
together with any and all shares and other rights received by the Debtors or
either of them from the issuer of the Shares in replacement, substitution, or
redemption of the 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 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.
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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.
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 either 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.
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(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.
(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.
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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 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
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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:
(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
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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 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.
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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.
9.8 This Agreement is binding upon and inures to the benefit of
Secured Party and Debtors and their respective 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,
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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.
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
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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.
Section XI. Amendment and Restatement.
Without any in anyway limiting the grant set forth in Section I
hereinabove, this Agreement is executed to amend and restate in its entirety
that certain Security Agreement-Pledge effective as of September 4, 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 Debtors and 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 Note, 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 Note, pursuant to the
terms and provisions of this Agreement.
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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/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxx
DEBTOR:
/s/ Xxxx X. Xxxxxxxxx
---------------------------------------
Xxxx Xxxxxxxxx Xxxxxxxxx
STATE OF TEXAS )
)
COUNTY OF XXXXXXXXXX )
This instrument was acknowledged before me on the 30th 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, 1999
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STATE OF TEXAS )
)
COUNTY OF XXXXXXXXXX )
This instrument was acknowledged before me on the 30th day of
December, 1996, by Xxxxxx X. Xxxxxxxxx.
/s/ Xxxxx X. Xxxxxx
---------------------------------------
Notary Public, State of Texas
---------------------------------------
(Stamped or Printed Name of Notary)
My Commission Expires: April 26, 0000
XXXXX XX XXXXX )
)
COUNTY OF XXXXXXXXXX )
This instrument was acknowledged before me on the 30th day of
December, 1996, by Xxxx Xxxxxxxxx Xxxxxxxxx.
/s/ Xxxxx X. Xxxxxx
---------------------------------------
Notary Public, State of Texas
---------------------------------------
(Stamped or Printed Name of Notary)
My Commission Expires: April 26, 1999
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EXHIBIT A
TO AMENDED AND RESTATED SECURITY AGREEMENT - PLEDGE
DATED AS OF DECEMBER _______, 1996
EXECUTED BY XXXXXX X. XXXXXXXXX AND XXXX XXXXXXXXX XXXXXXXXX
AS DEBTORS
AND ADMINISTAFF, INC. AS SECURED PARTY
SHARES
Certificate No. T 0133 for Three Thousand Three Hundred Thirty-Three (3,333)
shares of the common stock issued by Administaff, Inc., a Delaware corporation
("Administaff"); Certificate No. T 0067 for Ten Thousand (10,000) shares of the
common stock issued by Administaff; Certificate No. T 0068 for Ten Thousand
(10,000) shares of the common stock issued by Administaff; Certificate No. T.
0069 for Six Thousand Six Hundred Sixty-Seven (6,667) shares of the common
stock issued by Administaff; Certificate No. T. 0070 for Five Thousand (5,000)
shares of the common Stock issued by Administaff; and Certificate No. T 0071
for Five Thousand (5,000) shares of the common stock issued by Administaff
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