Exhibit 10.2
Exhibit 1-B
September 18, 1997
ML Bancorp, Inc.
Two Aldwyn Center
Xxxxx 000 & Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
Ladies and Gentlemen:
Sovereign Bancorp, Inc. ("Sovereign") and ML Bancorp, Inc. ("ML") desire to
enter into an agreement dated September 18, 1997 ("Agreement"), pursuant to
which, subject to the terms and conditions set forth therein, (a) ML will merge
with and into Sovereign with Sovereign surviving the merger, and
(b) shareholders of ML will receive common stock of Sovereign in exchange for
common stock of ML outstanding on the closing date (the foregoing, collectively,
referred to herein as the "Merger").
ML has required, as a condition to its execution and delivery to Sovereign
of the Agreement, that the undersigned execute and deliver to Sovereign this
Letter Agreement.
In consideration of the foregoing, each of the undersigned hereby
irrevocably:
(a) Agrees to be present (in person or by proxy) at all meetings of
shareholders of Sovereign called to vote for approval of the Agreement and the
Merger so that all shares of common stock of Sovereign then owned by the
undersigned will be counted for the purpose of determining the presence of a
quorum at such meetings and to vote or cause to be voted all such shares in
favor of approval and adoption of the Agreement and the transactions
contemplated thereby (including any amendments or modifications of the terms
thereof approved by the Board of Directors of Sovereign);
(b) Agrees not to vote or execute any written consent to rescind or
amend in any manner any prior vote or written consent, as a shareholder of
Sovereign, to approve or adopt the Agreement;
(c) Agrees to use reasonable best efforts to cause the Merger to be
consummated;
(d) Agrees not to sell, or in any other way reduce the risk of the
undersigned relative to, any shares of common stock of ML or of common stock of
Sovereign, during the period commencing thirty days prior to the effective date
of the Merger and ending on
ML Bancorp, Inc.
September 18, 1997
Page 2
the date on which financial results covering at least thirty days of post-Merger
combined operations of Sovereign and ML have been published within the meaning
of Section 201.01 of the Codification of Financial Reporting Policies of the
Securities and Exchange Commission ("SEC"), provided, however, that excluded
from the foregoing undertaking shall be such sales, pledges, transfers or other
dispositions of shares of ML common stock or shares of Sovereign common stock
which, in Sovereign's sole judgment, are individually and in the aggregate
de minimis within the meaning of Topic 2-E of the Staff Accounting Bulletin
Series of the SEC;
(e) Agrees that neither ML nor Sovereign shall be bound by any
attempted sale of any shares of ML common stock or Sovereign common stock,
respectively, and ML's and Sovereign's transfer agents shall be given
appropriate stop transfer orders and shall not be required to register any such
attempted sale, unless the sale has been effected in compliance with the terms
of this Letter Agreement; and further agrees that the certificate representing
shares of Sovereign common stock owned by the undersigned may be endorsed with a
restrictive legend consistent with the terms of this Letter Agreement;
(f) Acknowledges and agrees that the provisions of subparagraphs (d)
and (e) hereof apply to shares of Sovereign common stock and ML common stock
owned by (i) his or her spouse, (ii) any of his or her relatives or relatives of
his or her spouse occupying his or her home, (iii) any trust or estate in which
he or she, his or her spouse, or any such relative owns at least a 10%
beneficial interest or of which any of them serves as trustee, executor or in
any similar capacity, and (iv) any corporation or other organization in which
the undersigned, any affiliate of the undersigned, his or her spouse, or any
such relative owns at least 10% of any class of equity securities or of the
equity interest;
(g) Represents that the undersigned has no plan or intention to sell,
exchange, or otherwise dispose of any shares of common stock of Sovereign prior
to expiration of the time period referred to in subparagraph (d) hereof; and
(h) Represents that the undersigned has the capacity to enter into
this Letter Agreement and that it is a valid and binding obligation enforceable
against the undersigned in accordance with its terms, subject to bankruptcy,
insolvency and other laws affecting creditors' rights and general equitable
principles.
_________________________
ML Bancorp, Inc.
September 18, 1997
Page 3
It is understood and agreed that the provisions of subparagraphs (a), (b)
and (c) of this Letter Agreement relate solely to the capacity of the
undersigned as a shareholder or other beneficial owner of shares of Sovereign
common stock and is not in any way intended to affect the exercise by the
undersigned of the undersigned's responsibilities as a director or officer of
Sovereign. It is further understood and agreed that such subparagraphs of this
Letter Agreement are not in any way intended to affect the exercise by the
undersigned of any fiduciary responsibility which the undersigned may have in
respect of any shares of Sovereign common stock held by the undersigned as of
the date hereof.
_________________________
This Letter Agreement may be executed in two or more counterparts, each of
which shall be deemed to constitute an original, but all of which together shall
constitute one and the same Letter Agreement.
_________________________
This Letter Agreement shall terminate concurrently with any termination of
the Agreement in accordance with its terms.
_________________________
The undersigned intend to be legally bound hereby.
Sincerely,
/s/ Xxxx X. Xxxxx
___________________________________
Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxxx
___________________________________
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
___________________________________
Xxxxxxx X. Xxxxxx
ML Bancorp, Inc.
September 18, 1997
Page 4
/s/ Xxxxx X. Xxxxxxxxxxx
__________________________________
Xxxxx X. Xxxxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
___________________________________
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxx
___________________________________
Xxxxxxx X. Xxxx
/s/ Xxx X. Xxxxx
___________________________________
Xxx X. Xxxxx
/s/ G. Xxxxxx Xxxxxx
___________________________________
G. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxxx
___________________________________
Xxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxx, Xx.
___________________________________
Xxxxxxxx X. Xxxxxxxx, Xx.
