Exhibit 7
Administaff, Inc.
00000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
February 16, 2001
American Express Foundation
American Express Tower
World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
This letter sets forth the parties' agreement with respect to the purchase by
Administaff, Inc. ("ASF") from the American Express Foundation ("Foundation") of
up to 525,000 shares of ASF common stock, par value $0.01 per share (the
"Shares").
The parties agree as follows:
1. ASF agrees to purchase up to 525,000 Shares from the Foundation at a
purchase price per share equal to ninety-nine percent (99%) of the average
of the closing sales prices of a Share as reported on the New York Stock
Exchange composite transactions tape and reflected in the three star new
York City edition of the Wall Street Journal over a twenty (20) trading-day
period, of which the first ten trading days end on February 16, 2001 and
the second ten trading days commence on the day that ASF releases its
earnings report for the fourth quarter of 2000.
2. ASF's obligation to purchase the Shares is conditional upon (a) American
Express Travel Related Services Company, Inc. ("TRS") first having
exercised its warrant to purchase 800,000 shares of ASF common stock (the
"Warrant Shares") at an exercise price of $20 per Warrant Share (subject to
adjustment in accordance with the terms of the warrant) on or before March
10, 2001, the expiration date of the warrant; (b) the per share purchase
price calculated as set forth in (1) above not exceeding $30; and (c) the
Foundation notifying ASF that it is exercising its right to sell Shares
under this Agreement not later than 5:00 p.m. on March 12, 2001.
3. It is understood and agreed by the parties that TRS is not obligated to
exercise the warrant; provided that if TRS does exercise the warrant and
thereafter the Foundation desires to sell up to 575,000 Shares on or before
March 12, 2001, the Foundation shall sell such Shares first pursuant to
this Agreement.
4. The closing of the sale and purchase will take place on March 12, 2001 or
such other day determined by the Foundation and ASF. At the closing, ASF
will pay to the Foundation the aggregate purchase price for the Shares by
wire transfer of immediately available funds, and Foundation will deliver
to ASF certificates representing the Shares, duly endorsed for transfer.
5. The Foundation will pay all stamp, transfer and similar taxes and all
federal and state income taxes in connection with the Foundation's sale of
the Shares.
6. The Shares Foundation intends to sell are those common shares originally
purchased by TRS from ASF in March 1998 and contributed by TRS to the
Foundation. The parties shall execute any additional documents, if any,
reasonably required for the Foundation to adequately identify the Shares
sold by it hereunder as being the shares originally purchased by TRS from
ASF in March 1998.
7. ASF will prepare a press release pursuant to which it will announce this
agreement. Such release shall require the prior approval of the Foundation,
such approval not to be unreasonably withheld.
8. This letter agreement shall be governed by the laws of the State of New
York, without reference to conflict of laws rules.
ADMINISTAFF, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Executive Vice President of
Administration,
Chief Financial Officer
and Treasurer
AGREED:
AMERICAN EXPRESS FOUNDATION
By: /s/ Xxxxx X. Xxxxx
------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
