EXHIBIT 2.2
FORM OF AFFILIATE UNDERTAKING
[______________], 1999
Board of Directors
Main Street Trust, Inc.
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxx 000
Xxxxxxxxx, Xxxxxxxx 00000-3511
RE: AFFILIATE UNDERTAKING
Dear [Affiliate]:
BankIllinois Financial Corporation, a Delaware corporation ("BIF"),
First Decatur Bancshares, Inc., a Delaware corporation ("FDB"), and Main Street
Trust, Inc., an Illinois corporation ("Newco"), propose to execute, or have
executed, an Agreement and Plan of Merger (the "Merger Agreement"). The Merger
Agreement sets forth the terms and conditions upon which BIF and FDB would merge
with Newco (the "Merger"). In the Merger, stockholders of BIF and FDB will
receive shares of common stock of Newco, $0.01 par value, in exchange for their
shares of BIF Common Stock and FDB Common Stock, upon the terms and conditions
set forth in the Merger Agreement. The BIF or FDB affiliate who signs this
letter is referred to as "you" or "your" in this letter. Except as specifically
defined herein, all capitalized terms used in this letter shall have the
meanings given them under the Merger Agreement.
The transaction BIF, FDB and Newco have proposed will involve a public
offering of Newco Common Stock and is to be a tax-free reorganization, subject
to pooling-of-interests accounting treatment. To assure that the stock offering
will be conducted in compliance with securities laws and regulations and that
the transaction will be accorded the tax and accounting treatment desired, it is
necessary that all directors, executive officers and other "affiliates" accept
certain limitations on transactions in their shares of BIF Common Stock or FDB
Common Stock, as the case may be, and the shares of Newco Common Stock they will
receive in the Merger. In addition, before BIF, FDB and Newco commit their
resources to proceeding with the transaction, they wish to be reasonably assured
that the transaction will have your support.
For the purposes of inducing BIF, FDB and Newco to enter into the
Merger Agreement, indicating your support for the Merger and complying with
certain requirements in the Merger Agreement, you are asked to agree to the
terms and conditions set forth in this letter. By acceptance of this letter as
and where indicated below, you agree to each of these terms and conditions.
Subject to the terms and conditions of the Merger Agreement, you agree
to use all reasonable efforts to assist BIF, FDB and Newco to cause the Merger
Agreement to be
Board of Directors
Main Street Trust, Inc.
_________, 1999
Page 2
approved and adopted by the stockholders of the company of which you are a
director, officer or stockholder, and consummated according to its terms. You
agree that until the Merger is consummated or abandoned pursuant to the
Merger Agreement, except as provided or permitted in the Merger Agreement,
you shall not, directly or indirectly: (a) invite, initiate, solicit or
encourage, or negotiate (which shall not include a request for additional
information in connection with a proposal, as permitted by the Merger
Agreement) with any other party any proposals, offers or expressions of
interest concerning any tender offer, exchange offer, merger, consolidation,
sale of shares, sale of assets or assumption of liabilities not in the
ordinary course, or other business combination involving BIF or FDB or any of
their respective subsidiaries, other than the Merger (a "Competing Business
Combination"); or (b) furnish any nonpublic information concerning BIF or FDB
or any of their respective subsidiaries to any person who is not affiliated
or under contract with BIF, FDB or Newco, except as required by applicable
law or regulations.
In addition to any other restrictions contained in this letter
agreement, while this letter agreement is in effect you agree not to sell or
dispose of any BIF Common Stock, FDB Common Stock or Newco Common Stock owned or
controlled by you without Newco's written consent, which will not be
unreasonably withheld. You agree not to sell any BIF Common Stock, FDB Common
Stock or Newco Common Stock owned or controlled by you, or take any other
action, which may disqualify the Merger for pooling-of-interests accounting
treatment. You may dispose of shares of BIF Common Stock, FDB Common Stock or
Newco Common Stock: (a) by gift to a charity or to a member of your immediate
family made for estate planning purposes and not to avoid the restrictions of
this letter agreement; (b) if necessary to discharge a fiduciary duty as a
trustee; or (c) upon death by will or the laws of descent and distribution;
provided that each transferee agrees to the terms of this letter agreement.
You agree not to offer, sell or otherwise dispose of any shares of
Newco Common Stock issued to you pursuant to the Merger in violation of the
Securities Act of 1933, as amended, or any of the related regulations. To that
end, you agree that all sales of shares of Newco Common Stock within one year
after the effective time of the Merger shall comply with the requirements of
Rule 145(d) issued by the Securities and Exchange Commission ("SEC"), unless
Newco otherwise agrees in writing.
You agree not to offer, sell or otherwise dispose of, or enter into a
contract to offer, sell or otherwise dispose of, any shares of BIF Common Stock
or FDB Common Stock, or any shares of Newco Common Stock to be issued to you
pursuant to the Merger from the date of your acceptance of this letter
agreement, until such time as financial results of the post-Merger combined
operations of Newco have been published covering a period of at least 30 days.
Newco agrees to file with the SEC a post-effective amendment to the registration
statement, a Form 10-Q, or a Form 8-K, or to publish the financial results of
the post-Merger combined
Board of Directors
Main Street Trust, Inc.
_________, 1999
Page 3
operations of Newco covering a period of at least 30 days following the
effective date of the Merger as soon as practicable.
You agree that the certificates representing shares of Newco Common
Stock to be issued to you in the Merger may bear the following restrictive
legend indicating the limitations on your subsequent transfer of the Newco
shares set forth in this letter agreement:
The sale, transfer or disposition of the shares represented by this
certificate is restricted by an Affiliate Undertaking with Main Street
Trust, Inc. The provisions of the Affiliate Undertaking that restrict
the sale, transfer or disposition of such shares expire on the date
after Main Street Trust, Inc. has published the financial results of
the post-Merger combined operations of Main Street Trust, Inc. covering
a period of at least 30 days following the effective date of the
Merger. The provisions of the Affiliate Undertaking which require that
any sale, transfer or disposition of such shares be in compliance with
applicable securities laws expire on [INSERT DATE 1 YEAR AFTER THE
EFFECTIVE DATE OF THE MERGER]. A copy of the Affiliate Undertaking may
be obtained from the Secretary of Main Street Trust, Inc.
Other letter agreements may be executed at different times by Xxxxx and
different directors, officers and "affiliates" of BIF or FDB. Neither Newco's
nor your rights or obligations under this letter agreement are contingent upon
the execution of similar letter agreements by any other directors, officers or
"affiliates" of BIF or FDB.
This letter agreement shall continue in effect until terminated. This
letter agreement shall terminate if and when the Merger Agreement is terminated
in accordance with its terms and the Merger is abandoned.
Please acknowledge your acceptance of the terms and conditions of this
letter below.
MAIN STREET TRUST, INC.
By: ____________________________________
Name: ______________________________
President
Board of Directors
Main Street Trust, Inc.
_________, 1999
Page 4
ACCEPTANCE
I agree to be bound by the terms and conditions of this letter
agreement.
Dated:____________________, 1999 ______________________________________
Signature
______________________________________
Printed Name
