Exhibit 10.1





EXHIBIT 10.1




PROMISSORY NOTE

(Commercial)




DATE AND PARTIES. The date of this Promissory Note (Note) is October 16, 2009. The parties
and their addresses are:




LENDER:




                                                                                

                                                                                

                                                                                

                                                                                





BORROWER:




VIEWPOINT FINANCIAL GROUP

1301 W. 15th St., Suite 400

Plano, Texas 75075

Attention: President/CEO




1. DEFINITIONS. As used in this Note, the terms below have the following meanings:




A. Pronouns. The pronouns “I,” “me,” and “my” refer to Borrower. “You” and “Your” refer to
the Lender.




B. Note. Note refers to this document, and any extensions, renewals, modifications and
substitutions of this Note.




C. Loan. Loan refers to this transaction generally.




D. Loan Documents. Loan Documents refer to all the documents executed as a part of or in
connection with the Loan.




E. Percent. Rates and rate change limitations are expressed as annualized percentages.



2. PROMISE TO PAY. For value received, Borrower promises to pay you or your order, at your
address, or at such other location as you may designate, amounts advanced from time to time under
the terms of this Note up to the maximum total principal balance of $                     (Principal),
plus interest from the date of disbursement, on the unpaid outstanding Principal balance until
this Note is paid in full and you have no further obligations to make advances to Borrower under
the Loan.



All advances made will be made subject to all other terms and conditions of the Loan.



3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate equal
to the greater of (i) six percent (6.00%), or (ii) the 2-Year Jumbo (CDs National Average), as
defined below, plus two percent (2.00%), adjusted quarterly as described below, provided that in
no event shall the Note rate be greater than nine percent (9.00%) (Interest Rate). The initial
Interest Rate on this Note is six percent (6.00%), and shall be recalculated as provided above
effective on the first calendar day of each calendar quarter during the term of this Note.


 


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A. Maximum Interest Amount. Any amount assessed or collected as interest under the terms of
this Note will be limited to the maximum lawful amount of interest allowed by state or federal
law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be
applied first to the unpaid Principal balance. Any remainder will be refunded to Borrower.
The maximum interest rate producing the maximum lawful amount will be the weekly ceiling rate
announced by the Credit Commissioner from time to time hereafter.




B. Statutory Authority. The amount assessed or collected on this Note is authorized by the
Texas usury laws under Tex. Fin. Code, Ch. 303.




C. Accrual. Interest accrues using an Actual/365 days counting method.




D. “2-Year Jumbo (CDs National Average)”. The term “2-Year Jumbo (CDs National Average)” shall
be defined as the “Current” national average rate for 2-Year Jumbo CDs posted on the Key Rates
page (under Market Data-Rates and Bonds) of Bloomberg.com as of close of business on the last
Business Day of each calendar quarter during the term of this Note. Without notice to the
Borrower or any other person, the 2-Year Jumbo (CDs National Average) may change pursuant to
the preceding sentence. The 2-Year Jumbo (CDs National Average) is a reference rate and does
not necessarily represent the highest or best rate actually available to any customer. If the
2-Year Jumbo (CDs National Average) is unavailable at the time of any rate recalculation under
this Note, then a similar, publicly available, national average rate for two-year, jumbo
certificates of deposit will be mutually agreed upon between the parties as the new reference
rate. “Business Day” shall mean a day other than a Saturday, Sunday or legal holiday for
commercial banks under the laws of the State of Texas.



4. PAYMENT. Borrower agrees to pay this Note in quarterly installments of accrued interest
beginning January 15, 2010, and then on the same day in each 3rd month thereafter; provided,
however, that Borrower may be required to prepay all or a portion of the Principal balance under
Sections 5A or 5B below. Borrower agrees to pay the entire unpaid Principal and any accrued but
unpaid interest on October 15, 2014.



Payments will be rounded up to the nearest $.01. With the final payment Borrower also agrees to
pay any additional fees or charges owing. Payments scheduled to be paid on the 29th, 30th or 31st
day of a month that contains no such day will, instead, be made on the last day of such month.



Each payment Borrower makes on this Note will be applied first to interest that is due, then to
any charges that Borrower owes other than principal and interest, and finally to principal that is
due. If you and Borrower agree to a different application of payments, we will describe our
agreement on this Note.



5. PREPAYMENT. Borrower may not prepay all or any part of the Principal for the first two (2)
years after the date hereof. Thereafter, Borrower may prepay this Loan in full or in part at any
time without fee or penalty. Any partial prepayment will not excuse any later scheduled payments
until Borrower pays in full. In addition, notwithstanding anything contained in this Note to the
contrary:




A. Lender Call Option. You may require Borrower, after at least 180 days advance written
notice, to prepay up to 100% of the Principal balance of the Note on the second and/or
fourth anniversaries of this Note (or the first business day thereafter if the anniversary
falls on a bank holiday or weekend), and




B. Lender Call Option for Stock Purchase. Upon at least 90 days notice, you may one time
during the term of this Note require Borrower to prepay up to $2,000,000 (or the total
Principal balance, if less than $2,000,000) of the Principal balance of this Note, provided
that (i) such prepayment request is solely for the funds required to fulfill your order for
the purchase of stock as permitted in Section 7 below, and (ii) the aggregate amount of
Lender’s prepayment request under this Note plus all similar stock offering-related prepayment requests made by Lender
or Lender’s affiliates or family members (or their successors or assigns) under other loans
made by such parties to Borrower shall not exceed $2,000,000.


 


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6. LOAN PURPOSE. The purpose of this Loan is to secure operating capital.



7. PURCHASE OF STOCK WITH LOAN REPAYMENT PROCEEDS. To the extent permitted by the terms of the
offering and the applicable laws, rules and regulations of The Office of Thrift Supervision, the
Securities and Exchange Commission or any other securities or banking regulatory agency, you may
use the amount of any proceeds from a repayment by me, prior to the closing of the offering, of
all or a portion of the principal balance of this Loan to purchase shares of common stock
available for sale as part of a “second step” conversion by ViewPoint MHC and ViewPoint Bank. You
acknowledge that such an offering includes a subscription offering and a community offering in
which certain persons, including members of ViewPoint MHC, have prioritized subscription rights
and that there are limitations on how many shares a person, individually as well as aggregated
with the person’s affiliates, may purchase.



8. WAIVERS AND CONSENT. To the extent not prohibited by law, Borrower waives protest, presentment
for payment, demand, notice of acceleration, notice of intent to accelerate and notice of
dishonor.




A. Additional Waivers By Borrower. In addition, Borrower, and any party to this Note and Loan,
to the extent permitted by law, consent to certain actions you may take, and generally waive
defenses that may be available based on these actions or based on the status of a party to this
Note.




(1) You may renew or extend payments on this Note, regardless of the number of such
renewals or extensions.




(2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any
other co-signer.




(3) You, or any institution participating in this Note, may invoke your right of set-off.




(4) You may enter into any sales, repurchases or participations of this Note to any person
in any amounts and Borrower waives notice of such sales, repurchases or participations.




(5) Borrower agrees that any of us signing this Note as a Borrower is authorized to modify
the terms of this Note or any instrument securing, guarantying or relating to this Note.




(6) Borrower agrees that you may inform any party who guarantees this Loan of any Loan
accommodations, renewals, extensions, modifications, substitutions or future advances.




B. No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the
exercise of any of your rights, remedies, privileges or right to insist upon my strict
performance of any provisions contained in this Note, or any other Loan Document, shall not be
construed as a waiver by you, unless any such waiver is in writing and is signed by you.



9. APPLICABLE LAW. This Note is governed by the laws of Texas. In the event of a dispute, the
exclusive forum, venue and place of jurisdiction will be in Texas, unless otherwise required by
law.



10. SUCCESSORS AND ASSIGNS. Extending the Loan or new obligations under the Loan, will not
affect Borrower’s duty under the Loan and Borrower will still be obligated to pay the Loan. This
Note shall inure to the benefit of and be enforceable by you and your successors and assigns and
shall be binding upon and enforceable against Borrower and Borrower’s personal representatives,
successors, heirs and assigns.


 


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11. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the
singular. The section headings are for convenience only and are not to be used to interpret or
define the terms of this Note.



12. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise required by law, any
notice will be given by delivering it or mailing it by hand delivery or certified mail, return
receipt requested, to the appropriate party’s address listed in the DATE AND PARTIES section, or
to any other address designated in writing. Borrower will inform you in writing of any change in
Borrower’s address or other pertinent information. Borrower agrees to sign, deliver, and file any
additional documents or certifications that you may consider necessary to perfect, continue, and
preserve my obligations under this Loan. Time is of the essence.



13. ERRORS AND OMISSIONS. Borrower agrees, if requested by you, to fully cooperate in the
correction, if necessary, in the reasonable discretion of you of any and all loan closing
documents so that all documents accurately describe the loan between you and Borrower. Borrower
agrees to assume all costs including by way of illustration and not limitation, actual expenses,
legal fees and marketing losses for failing to reasonably comply with your requests within thirty
(30) days.



14. BORROWED FUNDS NOT INSURED. The amounts owed under this Note are not deposits or savings
accounts and are not insured or guaranteed by (i) the Federal Deposit Insurance Corporation or any
other governmental agency or (ii) ViewPoint Bank.



15. AGREEMENT TO ARBITRATE. You or Borrower may submit to binding arbitration any dispute, claim
or other matter in question between or among you and Borrower that arises out of or relates to
this Transaction (Dispute), except as otherwise indicated in this section or as you and Borrower
agree to in writing. For purposes of this section, this Transaction includes this Note and the
other Loan Documents, and proposed loans or extensions of credit that relate to this Note. You or
Borrower will not arbitrate any Dispute within any “core proceedings” under the United States
bankruptcy laws.



You and Borrower must consent to arbitrate any Dispute concerning a debt secured by real estate at
the time of the proposed arbitration.



You or Borrower may, whether or not any arbitration has begun, pursue any self-help or similar
remedies, including exercising other rights under the law; or seek attachment, garnishment,
receivership or other provisional remedies from a court having jurisdiction to preserve the rights
of or to prevent irreparable injury to you or Borrower.



The arbitrator will determine whether a Dispute is arbitrable. A single arbitrator will resolve
any Dispute, whether individual or joint in nature, or whether based on contract, tort, or any
other matter at law or in equity. The arbitrator may consolidate any Dispute with any related
disputes, claims or other matters in question not arising out of this transaction. Any court
having jurisdiction may enter a judgment or decree on the arbitrator’s award. The judgment or
decree will be enforced as any other judgment or decree.



You and Borrower acknowledge that the agreements, transactions or the relationships which result
from the agreements or transactions between and among you and me involve interstate commerce. The
United States Arbitration Act will govern the interpretation and enforcement of this section.



The American Arbitration Association’s Commercial Arbitration Rules, in effect on the date of this
Note, will govern the selection of the arbitrator and the arbitration process, unless otherwise
agreed to in this Note or another writing.


 


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16. WAIVER OF TRIAL FOR ARBITRATION. You and Borrower understand that the parties have the right
or opportunity to litigate any Dispute through a trial by judge or jury, but that the parties
prefer to resolve Disputes through arbitration instead of litigation. If any Dispute is
arbitrated, you and Borrower voluntarily and knowingly waive the right to have a trial by jury or
judge during the arbitration.



17. AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral
agreement. No amendment or modification of this Note is effective unless made in writing and
executed by you and Borrower. This Note and the other Loan Documents are the complete and final
expression of the agreement. If any provision of this Note is unenforceable, then the
unenforceable provision will be severed and the remaining provisions will still be enforceable.



18. SIGNATURES. By signing, Borrower agrees to the terms contained in this Note. Borrower also
acknowledges receipt of a copy of this Note.




BORROWER:




ViewPoint Financial Group




By                                                            



Garold R. Base, President/CEO





 


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