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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 Acquisi
