EXHIBIT 9.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Agreement") is entered into on July 15,
2003, by and among SKY FINANCIAL GROUP, INC., a financial holding company and an
Ohio corporation ("Sky"), and STEVEN A. CALABRESE, a resident of the State of
Ohio, CCAG LIMITED, an Ohio limited partnership, RC ENTERPRISES I, an Ohio
partnership, RC ENTERPRISES II, an Ohio partnership, UMBERTO P. FEDELI, a
resident of the State of Ohio, the RICHARD M. OSBORNE TRUST, an Ohio trust,
TURKEY VULTURE FUND XIII, LTD., an Ohio limited liability company, and RICHARD
M. OSBORNE, a resident of the State of Ohio (collectively, the "Control
Shareholders").
WHEREAS, the Control Shareholders own a total of 785,636 Common Shares,
without par value (the "Common Shares"), of GLB Bancorp, Inc., an Ohio
corporation and a one-bank holding company that owns all of the outstanding
common stock of Great Lakes Bank ("GLB") (all shares of such stock now owned and
which may hereafter be acquired by the Control Shareholders prior to the
termination of this Agreement shall be referred to herein as the "Control
Shares"); and
WHEREAS, Sky and GLB propose to enter into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), which provides,
among other things, that GLB will merge with and into Sky pursuant to the Merger
(this and other capitalized terms used and not defined herein shall have the
meanings given to such terms in the Merger Agreement);
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereby agree as follows:
ARTICLE 1
VOTING OF CONTROL SHARES
1.1 Voting Agreement. Each of the Control Shareholders hereby
agrees that during the time this Agreement is in effect, at any meeting of the
shareholders of GLB, however called, and in any action by consent of the
shareholders of GLB, they shall vote their Control Shares: (i) in favor of the
Merger and the Merger Agreement (as amended from time to time) and (ii) against
any proposal for any recapitalization, merger, sale of assets or other business
combination between GLB and any person or entity other than Sky, or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of GLB under the
Merger Agreement or that would result in any of the conditions to the
obligations of GLB under the Merger Agreement not being fulfilled.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
Each of the Control Shareholders hereby represent and warrant to Sky as
follows:
2.1 Authority Relative to this Agreement. Each of them has all
necessary power and authority or capacity, as the case may be, to execute and
deliver this Agreement, to perform his, her or its obligations hereunder and to
consummate the transaction contemplated hereby. This Agreement has been duly and
validly executed and delivered by the Control Shareholders and constitutes a
legal, valid and binding obligation of them, enforceable against the Control
Shareholders in accordance with its terms.
2.2 No Conflict.
(a) The execution and delivery of this Agreement by the
Control Shareholders do not, and the performance of this Agreement by them will
not (i) conflict with or violate any law, rule, regulation, order, judgment or
decree applicable to them or by which the Control Shares are bound, or (ii)
result in any breach of or constitute a default (or event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the Control Shares pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which any such Control
Shareholder is a party or by which any such Control Shareholder or any Control
Shares are bound, except, in the case of clauses (i) and (ii), for any such
conflicts, violations, breaches, defaults or other occurrences which would not
prevent or delay the performance by any Control Shareholder of his, her or its
obligations under this Agreement.
(b) The execution and delivery of this Agreement by the
Control Shareholders do not, and the performance of this Agreement by them will
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any federal, state, local or foreign regulatory body.
2.3 Title to the Control Shares. Each Control Shareholder is the
owner of the number and class of Control Shares specified on Exhibit A hereto,
free and clear of all security interests, liens, claims, pledges, options,
rights of first refusal, agreements, limitations on voting rights, charges and
other encumbrances of any nature whatsoever except as otherwise specified on
Exhibit A. No Control Shareholder has appointed or granted any proxy, which
appointment or grant is still effective, with respect to the Control Shares.
Each Control Shareholder has sole voting power with respect to his, her or its
Control Shares except as otherwise specified on Exhibit A.
ARTICLE 3
MISCELLANEOUS
3.1 Termination. This Agreement shall terminate on the earlier to
occur of (i) the date of consummation of the Merger and (ii) the date of
termination of the Merger Agreement for any reason whatsoever.
3.2 Specific Performance. The Control Shareholders agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that Sky shall be entitled
to specific performance of the terms hereof, in addition to any other remedy at
law or in equity.
3.3 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes all prior agreements and
understandings with respect to the subject matter hereof.
3.4 Amendment. This Agreement may not be amended except by an
instrument in writing signed by all the parties hereto.
3.5 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that the transactions contemplated hereby are fulfilled to the fullest extent
possible.
3.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of Ohio.
3.7 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
3.8 Assignments. This Agreement shall not be assigned by operation
of law or otherwise.
3.9 Parties in Interest. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
2.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day first written above.
"CONTROL SHAREHOLDERS" "SKY"
SKY FINANCIAL GROUP, INC.
/s/ Steven A. Calabrese /s/ Marty E. Adams
- ---------------------------------------- ----------------------------------
STEVEN A. CALABRESE By: Marty E. Adams
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Its: Chairman, President and CEO
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CCAG LIMITED
By: TGF, Inc., general partner
By: /s/ Steven A. Calabrese
---------------------------------
Steven A. Calabrese, President
RC ENTERPRISES I
By: /s/ Steven A. Calabrese
-------------------------------------
Steven A. Calabrese, Managing Partner
RC ENTERPRISES II
By: /s/ Steven A. Calabrese
-------------------------------------
Steven A. Calabrese, Managing Partner
/s/ Umberto P. Fedeli
- ----------------------------------------
UMBERTO P. FEDELI
RICHARD M. OSBORNE TRUST
By: /s/ Richard M. Osborne
-------------------------------------
Richard M. Osborne, Trustee
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
-------------------------------------
Richard M. Osborne, Manager
/s/ Richard M. Osborne
- ----------------------------------------
RICHARD M. OSBORNE
3.
EXHIBIT A
NAME COMMON SHARES
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Steven A. Calabrese 46,384
CCAG Limited 66,640
RC Enterprises I 37,416
RC Enterprises II 0
Umberto P. Fedeli 204,270
Richard M. Osborne Trust 212,938*
Turkey Vulture Fund XIII, Ltd. 217,988**
Richard M. Osborne 0
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Total: 785,636
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* Some of these shares are pledged as collateral security for the repayment of a
loan from Huntington Bank. To the extent there is a default on the loan, the
lender may have the right to vote 175,950 shares.
** All of these shares are pledged as collateral security for the repayment of a
loan to the Richard M. Osborne Trust from Huntington Bank. To the extent there
is a default on the loan, the lender may have the right to vote these shares.