EXHIBIT 10.7
October 12, 1998
Avondale Financial Corp.
00 X. Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Sirs:
The undersigned understands that Avondale Financial Corp. ("Avondale")
and Coal City Corporation ("Coal City") are entering into an Agreement and Plan
of Merger (the "Merger Agreement") providing for, among other things, a merger
between Avondale and Coal City (the "Merger"), in which all of the outstanding
shares of capital stock of Coal City will be exchanged for shares of common
stock, par value $.01 per share, of Avondale ( subject to the issuance of cash
in lieu of fractional shares).
The undersigned is a stockholder of Coal City and is entering into
this agreement to induce Avondale to enter into the Merger Agreement and to
consummate the transactions contemplated thereby.
The undersigned confirms its agreement with Avondale as follows:
1. The undersigned represents, warrants and agrees that Schedule I
annexed hereto sets forth shares of the capital stock of Coal City of which the
undersigned is the record or beneficial owner (the "Shares") and that the
undersigned is on the date hereof the lawful owner of the Shares set forth in
Schedule I, free and clear of all liens, charges, encumbrances, voting
agreements and commitments of every kind, except as disclosed in Schedule I.
Except as set forth in the Schedule, the undersigned does not own or hold any
rights to acquire any additional shares of the capital stock of Coal City (by
exercise of stock options or otherwise) or any interest therein or any voting
rights with respect to any additional shares.
2. The undersigned agrees that the undersigned will not, and will
not permit any company, trust or other entity controlled by the undersigned to,
contract to sell, sell or otherwise transfer or dispose of any of the Shares or
any interest therein or securities convertible thereunto or any voting rights
with respect thereto until after the Coal City Stockholders' Meeting (as defined
in the Merger Agreement), other than (i) as contemplated by the Merger
Agreement, (ii) pursuant to the Merger or (iii) with Avondale's prior written
consent.
3. The undersigned agrees that all of the shares of capital stock of
Coal City
Avondale Financial Corp
October 12, 1998
Page 2
beneficially owned by the undersigned, or over which the undersigned has voting
power or control, directly or indirectly, at the record date for any meeting of
stockholders of Coal City called to consider and vote to adopt the Merger
Agreement and/or the transactions contemplated thereby will be voted by the
undersigned in favor thereof.
4. The undersigned agrees to, and will cause any company, trust or
other entity controlled by the undersigned to, cooperate fully with Avondale in
connection with the Merger Agreement and the transactions contemplated thereby.
The undersigned agrees that the undersigned will not, and will not permit any
such company, trust or other entity to directly, or indirectly (including
through its officers, directors, employees or other representatives) initiate,
solicit or encourage any discussions, inquiries or proposals with any third
party relating to a Takeover Proposal (as defined in the Merger Agreement), or
provide any such person with information or assistance or negotiate with any
such person with respect to a Takeover Proposal or agree to or otherwise assist
in the effectuation of any Takeover Proposal except as permitted by the Merger
Agreement. Nothing herein is intended to preclude the undersigned in his or her
capacity as a director of Coal City to exercise his or her fiduciary duties
related to a Takeover Proposal (as defined in the Merger Agreement).
5. The undersigned represents and warrants to Avondale that (i) the
undersigned has all necessary power and authority to enter into this agreement
and (ii) this agreement is the legal, valid and binding agreement of the
undersigned, and is enforceable against the undersigned in accordance with its
terms.
6. The undersigned agrees that damages are an inadequate remedy for
the breach by the undersigned of any term or condition of this agreement and
that Avondale shall be entitled to a temporary restraining order and
preliminary and permanent injunctive relief in order to enforce the agreements
provided herein.
7. This letter agreement may be terminated at the option of any
party at any time after the earlier of (i) termination of the Merger Agreement
and (ii) the day following the Closing (as defined in the Merger Agreement).
8. This agreement may be amended, modified or supplemented at any
time by the written approval of such amendment, modification or supplement by
the undersigned and Avondale .
9. This agreement evidences the entire agreement among the parties
hereto with respect to the matters provided for herein and there are no
agreements, representations or warranties with respect to the matters provided
for herein other than those set forth herein and in the Merger Agreement.
Avondale Financial Corp
October 12, 1998
Page 3
10. The parties agree that if any provision of this agreement shall
under any circumstances be deemed invalid or inoperative, this agreement shall
be construed with the invalid or inoperative provisions deleted and the rights
and obligations of the parties shall be construed and enforced accordingly.
11. This agreement may be executed in two counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same agreement.
12. The validity, construction, enforcement and effect of this
agreement shall be governed by the internal laws of the State of Illinois.
13. This agreement shall be binding upon and inure to the benefit of
Avondale and its successors, and the undersigned, the undersigned's respective
executors, personal representatives, administrators, heirs, legatees, guardians
and other legal representatives. This agreement shall survive the death or
incapacity of the undersigned.
14. Nothing in this Agreement shall be construed to give Avondale
any rights to exercise or direct the exercise of voting power as owner of the
shares, either beneficially or otherwise, for any purpose.
Avondale Financial Corp
October 12, 1998
Page 4
Please confirm that the foregoing correctly states the understanding
between the undersigned and Avondale by signing and returning to Avondale a
counterpart hereof.
Very truly yours,
__________________________
Signature
__________________________
Name
Accepted as of the ___ day
of October, 1998
Avondale Financial Corp.
By:_______________________
Xxxxxx X. Xxxxxxxx, Xx.
President and Chief Executive Officer
Schedule I
----------
Number of shares of Coal City common stock
beneficially owned ....................... _________
