Exhibit 10.1
Exhibit 1-A
September 18, 1997
Sovereign Bancorp, Inc.
1130 Berkshire Boulevard
Wyomissing, Pennsylvania 19610
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").
Sovereign has required, as a condition to its execution and delivery to ML
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 ML called to vote for approval of the Agreement and the Merger
so that all shares of common stock of ML 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 ML);
(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 ML,
to approve or adopt the Agreement;
(c) Agrees to use reasonable best efforts to cause the Merger to be
consummated;
(d) Agrees not to offer, sell, transfer or otherwise dispose of any
shares of common stock of Sovereign received in the Merger, except (i) at such
time as a registration statement under the Securities Act of 1933, as amended
("Securities Act") covering sales of such Sovereign common stock is effective
and a prospectus
Sovereign Bancorp, Inc.
September 18, 1997
Page 2
is made available under the Securities Act, (ii) within the limits, and in
accordance with the applicable provisions of, Rule 145(d) under the Securities
Act, or (iii) in a transaction which, in the opinion of counsel satisfactory to
Sovereign or as described in a "no-action" or interpretive letter from the staff
of the Securities and Exchange Commission ("SEC"), is not required to be
registered under the Securities Act; and acknowledges and agrees that Sovereign
is under no obligation to register the sale, transfer or other disposition of
Sovereign common stock by the undersigned or on behalf of the undersigned, or to
take any other action necessary to make an exemption from registration
available;
(e) Notwithstanding the foregoing, 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 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 SEC's Codification of Financial Reporting Policies,
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;
(f) 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;
(g) Acknowledges and agrees that the provisions of subparagraphs (d),
(e) and (f) hereof also 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
Sovereign Bancorp, Inc.
September 18, 1997
Page 3
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;
(h) 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 (e) hereof; and
(i) 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.
_________________________
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 ML 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 ML. 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 ML 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.
_________________________
Sovereign Bancorp, Inc.
September 18, 1997
Page 4
The undersigned intend to be legally bound hereby.
Sincerely,
/s/ John R. Eppinger
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John R. Eppinger
/s/ Owen O. Freeman
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Owen O. Freeman
/s/ David B. Hastings
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David B. Hastings
/s/ John J. Leahy
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John J. Leahy
/s/ Henry M. Luedecke
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Henry M. Luedecke
/s/ Dennis S. Marlo
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Dennis S. Marlo
/s/ Joseph M. Blaston
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Joseph M. Blaston
/s/ Robert M. Campbell, Jr.
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Robert M. Campbell, Jr.
/s/ Brian M. Hartline
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Brian M. Hartline
/s/ Allan Woolford
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Allan Woolford