SEARCH XXXXX X. XXXXXXXXXX
FINANCIAL EXECUTIVE VICE PRESIDENT
SERVICES INC. GENERAL COUNSEL
December 24, 1997
BY HAND
Value Partners, Ltd.
Suite 4660 West
0000 Xxxx Xxxxxx
Xxxxxx, XX 00000-0000
Gentlemen:
Enclosed are two copies of the confidentiality agreement, prepared
by our Delaware counsel, referenced in my letter of December 19, 1997.
Please sign both copies of the agreement in the space provided for your
signature and return one of the fully signed copies to my attention.
Once I receive the signed copy, we will be able to begin delivering
documents to you in addition to those sent with my letter of December
19th and Xxx Xxxxx'x letter of December 23rd.
Sincerely,
/s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Enclosures
CONFIDENTIALITY AGREEMENT
WHEREAS, by letter dated December 11, 1997, Value Partners, Ltd.
("Value Partners") made a demand to inspect and to copy certain
documents of Search Financial Services Inc. ("Search") pursuant
to Section 220 of the Delaware General Corporation Law (the "Demand");
WHEREAS, Search has provided to Value Partners certain publicly
available documents responsive to request number 16 of the Demand;
WHEREAS, Search has agreed to provide to Value Partners copies
of documents responsive to requests number 1-10, 15, 17 and 18 of the
Demand, subject to the terms and conditions set forth below;
IT IS HEREBY AGREED by and between the undersigned parties,
this 24th day of December 1997, as follows:
1. Search shall produce to Value Partners copies of documents
responsive to requests 1-10, 15, 17 and 18 of the Demand, with the
legend "Confidential" affixed to each page thereof.
2.Value Partners shall hold all documents designated as
"Confidential" pursuant to this Confidentiality Agreement ("Agreement")
in confidence, and will not disclose, publish or communicate such
documents of the contents thereof (the "Information") to anyone,
either directly or indirectly, except as provided in this Agreement.
3.Subject to the provisions of this Agreement, Value Partners
may provide the Information to an advisor, once it has first received
from such advisor a duly executed Undertaking in the form attached
hereto as Exhibit A, which signed Undertaking shall be forwarded
to Search before the delivery of any Information to the advisor.
For purposes
of this Agreement, "advisor" shall mean Value Partners'
legal, accounting, financial or investment advisors.
4.If Value Partners or any advisor is legally required
(by interrogatory, subpoena, civil investigatory demand or any similar
process relating to any legal proceeding, investigation, hearing or
otherwise) to disclose any Information, Value Partners and the advisor
will (a) provide Search with prompt notice in advance of such
disclosure so that Search may seek a protective order or other
appropriate remedy and/or waive compliance with this Agreement,
and (b) cooperate with Search in pursuing any such course of action.
In the event that such protective order or other remedy is not obtained,
or if Search waives compliance with the provisions of this Agreement,
Value Partners and the advisor will furnish only such Information as
they are advised is legally required and will exercise their best
efforts to obtain assurance that confidential treatment will be
accorded to any Information which is compelled to be disclosed.
5.Nothing herein shall preclude Value Partners from applying
to the Delaware Court of Chancery for an Order that would remove
any confidentiality restriction from the documents designated
as "Confidential" by Search pursuant to this Agreement, and nothing
herein shall prevent Search from opposing any such application
that is made.
6.Value Partners agrees and consents to personal jurisdiction
and venue in any action brought in any court, federal or state,
within the State of Delaware, and to the appointment of The
Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx,
as its agent for service of process in connection with any matter
arising under this Agreement.
7.If any action is initiated by Search to enforce the provisions
hereof, the prevailing party shall be entitled to reimbursement
of all costs and expenses, including reasonable counsel fees,
incurred by it in connection therewith.
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8.This Agreement may be modified or waived only by a separate
writing executed by Value Partners and Search that expressly so
modifies or waives this Agreement. No failure or delay in
exercising any right, power or privilege hereunder shall operate
as a waiver thereof, and no single or partial exercise of any right,
power or privilege hereunder shall precede any other or further
exercise of any right, power or privilege.
9.This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to its conflict
of laws principles.
VALUE PARTNERS, LTD.
By:Xxxxxx Xxxxx Partners as General Partner
By:
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Xxxxxxx X. Xxxxx
General Partner
SEARCH FINANCIAL SERVICES INC.
By:/s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
Executive Vice President
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Exhibit A
UNDERTAKING
As required by a Confidentiality Agreement dated December 24, 1997
(the "Confidentiality Agreement") by and between Value Partners, Ltd.
("Value Partners") and Search Financial Services Inc. ("Search"),
pursuant to which the undersigned will receive confidential,
sensitive and/or proprietary nonpublic information (the "Information")
relating to Search, the undersigned hereby represents and agrees as follows:
1.The undersigned represents that he or she is an accounting,
legal, investment banking or other financial advisor to Value Partners
with respect to its investment in Search, having the business and
home addresses set forth below:
The undersigned further represents that his/her sole purpose in
seeking access to the Information is to perform the above described
function and that the undersigned is not seeking the Information for
purposes other than those stated.
2.The undersigned has read the Confidentiality Agreement and
hereby agrees to be fully bound by its terms and conditions.
3.For purposes of enforcement of the terms and conditions of
the Confidentiality Agreement, the undersigned consents to the
jurisdiction of any court, federal or state, within the
State of Delaware and to the appointment of The Corporation Trust
Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, as the agent
of the undersigned for service of process.
4.The undersigned agrees not to use the Information for any
purpose or in any manner, other than as stated in paragraph 1 herein.
Dated:
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