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EXHIBIT 10.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT") is entered into as of
April 18,
2005, among FIRST BANCTRUST CORPORATION, a Delaware corporation
("FBC"), RANTOUL
FIRST BANK, S.B., an Illinois savings bank ("BANK"), and each of
Bank's
directors and executive officers who own voting stock of Bank
(collectively
referred to in this Agreement as the "PRINCIPAL STOCKHOLDERS,"
and individually
as a "PRINCIPAL STOCKHOLDER.")
RECITALS
A. As of the date hereof, each Principal Stockholder is the
owner of the
number of shares of Bank's common stock, $1.00 par value per
share ("BANK COMMON
STOCK"), as is set forth opposite such Principal Stockholder's
name on the
signature page attached hereto and such total number of shares
represents
approximately the percentage of the issued and outstanding
shares of Bank's
voting stock that is also set forth thereon opposite such
Principal
Stockholder's name.
B. FBC is contemplating the acquisition of Bank (the
"ACQUISITION"),
pursuant to an Agreement and Plan of Reorganization dated of
even date herewith
(the "REORGANIZATION AGREEMENT").
C. FBC is unwilling to expend the substantial time, effort and
expense
necessary to implement the Acquisition, including applying for
and obtaining
necessary approvals of regulatory authorities, unless all of the
Principal
Stockholders enter into this Agreement.
D. Each Principal Stockholder believes it is in his or her best
interest
as well as the best interest of Bank for FBC to consummate the
Acquisition.
AGREEMENTS
In consideration of the foregoing premises, which are
incorporated herein
by this reference, and the covenants and agreements of the
parties herein
contained, and as an inducement to FBC to enter into the
Reorganization
Agreement and to incur the expenses associated with the
Acquisition, the parties
hereto, intending to be legally bound, hereby agree as
follows:
SECTION 1. DEFINITIONS; CONSTRUCTION. All terms that are
capitalized and
used herein (and are not otherwise specifically defined herein)
shall be used in
this Agreement as defined in the Reorganization Agreement. The
parties hereby
incorporate by this reference the principles of construction set
forth in
Section 1.2 of the Reorganization Agreement.
SECTION 2. REPRESENTATIONS AND WARRANTIES. Each Principal
Stockholder
represents and warrants that as of the date hereof, he or
she:
(a) owns beneficially and of record the number of shares of
Bank
Common Stock as is set forth opposite such Principal
Stockholder's name on the
signature page attached hereto, all of which shares are free and
clear of all
liens, pledges, security interests, claims,
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encumbrances, options, voting agreements, proxies, agreements to
sell and
commitments of every kind (collectively, "ENCUMBRANCES");
(b) has the sole, or joint with any other Principal
Stockholder,
voting power with respect to such shares of Bank Common Stock,
and that he or
she does not own or hold any rights to acquire any additional
shares of Bank's
capital stock (by exercise of stock options or otherwise) or any
interest
therein or any voting rights with respect to any additional
shares; and
(c) has all necessary power and authority to enter into this
Agreement and further represents and warrants that this
Agreement is the legal,
valid and binding agreement of such Principal Stockholder, and
is enforceable
against such Principal Stockholder in accordance with its
terms.
SECTION 3. VOTING AGREEMENT. Each Principal Stockholder hereby
agrees that
at any meeting of Bank's stockholders however called, and in any
action by
written consent of Bank's stockholders, such Principal
Stockholder shall vote
all shares of Bank Common Stock now or at any time hereafter
owned or controlled
by him or her:
(a) in favor of the Acquisition and the other Contemplated
Transactions as described in the Reorganization Agreement, and
any action or
agreement that would reasonably be expected to facilitate the
Contemplated
Transactions;
(b) against any acquisition of any capital stock of Bank
through
purchase, merger, consolidation or otherwise, or the acquisition
by any method
of a substantial portion of the assets of Bank, in any such case
by any party
other than FBC or its Subsidiaries (an "ACQUISITION
TRANSACTION");
(c) against any action or agreement that would reasonably be
expected to result in a material breach of any covenant,
representation or
warranty or any other obligation of Bank under the
Reorganization Agreement; and
(d) against any action or agreement that would reasonably be
expected to impede or interfere with the Contemplated
Transactions, including
any: (i) change in Bank's board of directors; (ii) change in
Bank's present
capitalization; or (iii) other material change in Bank's
corporate structure or
business, in each such case except as otherwise agreed to in
writing by FBC.
SECTION 4. ADDITIONAL COVENANTS. Except as required by law or as
may be
required pursuant to the exercise of his or her fiduciary duties
pursuant to
Section 6.9% of the Reorganization Agreement, each Principal
Stockholder agrees
that he or she will:
(a) not, and will not permit any of his or her Affiliates, prior
to
the Effective Time to sell, assign, transfer or otherwise
dispose of, create an
Encumbrance with respect to, or permit to be sold, assigned,
transferred or
otherwise disposed of, any Bank Common Stock owned of record or
beneficially by
such Principal Stockholder, whether such shares of Bank Common
Stock are owned
of record or beneficially by such Principal Stockholder on the
date of this
Agreement or are subsequently acquired by any method, except:
(i) for transfers
by will or by operation of law (in which case this Agreement
shall bind the
transferee); (ii) with the prior
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written consent of FBC (which consent shall not be unreasonably
withheld), for
any sales, assignments, transfers or other dispositions
necessitated by
hardship; or (iii) as FBC may otherwise agree in writing;
(b) not, and will not permit any of his or her Affiliates,
directly
or indirectly (including through its Representatives), to
initiate, solicit or
encourage any discussions, inquiries or proposals with any third
party relating
to an Acquisition Transactio
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