NOTE PURCHASE AGREEMENT
-----------------------
THIS NOTE PURCHASE AGREEMENT ("Agreement") is executed to be effective
December ___, 1998, by and among COMPASS BANK, a Texas state chartered banking
institution ("Bank"), DCRI L.P. NO. 2, INC., a Texas corporation ("Borrower"),
J. XXXXXXX XXXXX ("Guarantor"), and DIVERSIFIED CORPORATE RESOURCES, INC., a
Texas corporation ("Purchaser"). Borrower, Guarantor and Purchaser are sometimes
referred to in this Agreement as "Obligors".
THE PARTIES, INTENDING TO BE LEGALLY BOUND HEREBY, AGREE AS FOLLOWS:
SECTION 1. Definitions.
-----------
1.1 "Liabilities" shall mean any and all obligations to pay money
related directly or indirectly to Borrower's obligations evidenced by the Notes.
1.2 "Notes" shall mean the Promissory Notes signed this date by
Borrower in the principal amounts of $300,000.00 and $200,000.00.
SECTION 2. Purchaser's Obligation to Purchase Loan Documents.
-------------------------------------------------
2.1 Identification of Documents. On or about this date, Borrower and
Guarantor have executed as applicable the following documents, collectively
referred to as the "Loan Documents":
(a) Promissory Note in the stated principal amount of
$300,000.00 executed by Borrower and Promissory Note in the stated principal
amount of $200,000.00 executed by Borrower (jointly, the "Notes");
(b) Pledge Agreement executed by Borrower and Guarantor;
(c) Guaranty executed by Guarantor; and
(d) UCC-1 Financing Statement executed by Borrower.
2.2 Upon written demand by Bank to Purchaser, Purchaser shall purchase
the interest of Bank in the Loan Documents for a purchase price equal to the
amount of the Liabilities (the "Purchase").
2.3 The closing of the Purchase shall be on a date mutually agreeable
to the parties, no more than ten (10) days following the giving of notice by
Bank to Purchaser. At such closing Bank shall execute such documents evidencing
assignment of Bank's interest in the Notes and other Loan Documents as Purchaser
shall reasonably request. Bank shall have no obligation to make any
representation or warranty with respect to the Purchase at closing other than a
representation as to the amount of principal, interest and other charges that
the books and records of the Bank reflect to be due and owing from Borrower as
of closing. The assignment by the Bank of the Loan Documents shall be without
recourse against Bank. At closing, Bank shall be obligated to deliver originals
of the Loan Documents, or if the original of any Loan Document has been lost or
destroyed, a photocopy of any such lost or destroyed Loan Document, together
with an affidavit in reasonable form and content executed by Bank stating that
the original of such document has been lost or destroyed.
2.4 Bank shall be entitled without notice to or consent by Purchaser to
renew, extend, refinance the Loan Documents and Liabilities, all without
limiting or effecting the obligations of Purchaser under this Agreement.
However, without the prior written consent of Purchaser, Bank shall not extend
the maturity of Loan Documents beyond December 31, 2000.
-1-
2.5 Borrower and Guarantor agree to execute such documents as may be
reasonably requested by Purchaser to evidence the consent of Borrower and
Guarantor to the purchase by Purchaser of the Loan Documents and the assignment
thereafter of obligations of Borrower and Guarantor to Purchaser.
SECTION 3. General.
-------
3.1 Obligors shall do, make, execute and deliver all such additional
and further acts, things, assurances and instruments which the Bank may require
to consummate the transactions described in this Agreement.
a. Bank shall not sell or release any of the collateral securing
the Loan Documents without first obtaining the written consent
thereto of Purchaser.
b. Borrower, Guarantor and Purchaser agree to indemnify Bank, its
officers, directors, employees, agents and attorneys
("Indemnified Parties") and hold them harmless against any and
all claims, demands, causes of action, loss, damage, liabili-
ties, costs and expenses (including, without limitation,
attorneys' fees and court costs) asserted against or incurred
by Indemnified Parties by reason of, arising out of, or in
connection with, any fact or circumstance relating to this
Agreement. The above notwithstanding Obligors shall have no
obligation to indemnify or hold harmless Bank from claims
resulting from the gross negligence or intentional misconduct
of Bank.
c. Borrower and Purchaser shall pay all reasonable and necessary
expenses, including, without limitation, reasonable legal
expenses, incurred by Bank in connection with the closing of
the Purchase.
d. All notices or other communications required or permitted to
be given pursuant to this Agreement shall be in writing and
shall be considered as properly given if mailed by first class
United States mail, postage prepaid, registered or certified
with return receipt requested, or by delivering same to the
designated address of the addressee stated herein by a third
party commercial delivery service. Notice given in any other
manner shall be effective only if and when received by
addressee. For purposes of notice, the addresses of the
parties shall be as set below; provided, however, that either
party shall have the right to change its address for notice
hereunder to any other location within the continental United
States by the giving of thirty (30) days' notice to the other
party in the manner set forth hereinabove.
If to Bank:
----------
Compass Bank
X.X. Xxx 000000
Xxxxxx, Xxxxx 00000-0000
Attention: Xxxx X. Xxxxxxxx
If to Borrower:
--------------
DCRI L.P. No. 2, Inc.
00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: J. Xxxxxxx Xxxxx
-2-
If to Guarantor:
---------------
J. Xxxxxxx Xxxxx
0000 Xxxx Xxxx Xxxxx
Xxxxxx, Xxxxx 00000
If to Purchaser:
---------------
Diversified Corporate Resources, Inc.
00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: M. Xxx Xxxxxxx
e. This Agreement is performable in Dallas County, Texas, and any
action brought for the enforcement or construction of any term of
this Agreement or other instruments executed in connection
herewith shall be brought in a court of appropriate jurisdiction
in Dallas County, Texas.
f. This Agreement and the documents delivered hereunder or in
connection herewith contain the entire agreement between the
parties with respect to the subject matter hereof and thereof and
supersede all prior agreements relating to the subject matter
hereof and thereof. In the event of actual conflict in the terms
and provisions of this Agreement and any of such documents or any
other instrument or agreement executed in connection with this
Agreement or described or referred to in this Agreement, the
terms and provisions of this Agreement shall control. No
modification, consent, amendment or waiver or any provision of
this Agreement, nor consent to any departure by Obligors
therefrom, shall be effective unless the same shall be in writing
and signed by Bank, and then shall be effectively only in the
specific instance and for the purpose for which given. This
Agreement is binding upon Obligors, their heirs, successors and
assigns, and inures to the benefit of Bank, its successors and
assigns. All representations and warranties of Obligors herein,
and all covenants and agreements herein or in any document
delivered hereunder or in connection herewith that are not fully
performed before the effective date of this Agreement, shall
survive such date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
BORROWER:
--------
DCRI L.P. NO. 2, INC.,
a Texas corporation
By: /s/ J. Xxxxxxx Xxxxx
------------------------
J. Xxxxxxx Xxxxx
Its: President
GUARANTOR:
/s/ J. Xxxxxxx Xxxxx
------------------------------
J. Xxxxxxx Xxxxx, Individually
-3-
PURCHASER:
---------
DIVERSIFIED CORPORATE RESOURCES, INC.,
a Texas corporation
By:
/s/ M. Xxx Xxxxxxx
--------------------------------
M. Xxx Xxxxxxx
Its: President
BANK:
----
COMPASS BANK
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Xxxx X. Xxxxxxxx
Its: Senior Vice President
-4-
