EXHIBIT 9.1
ALOHA STOCKHOLDERS'
VOTING TRUST AGREEMENT
This Agreement is made as of this 8th day of February, 2002
for the purpose of forming a voting trust for certain of the outstanding
capital stock of Aloha Airgroup, Inc. and, following the Effective Time (as
defined below), of Aloha Holdings, Inc.
THE UNDERSIGNED HEREBY AGREE AS FOLLOWS:
DEFINITIONS
1. As used in this Agreement, the following terms shall have the meanings
specified:
(a) "Aloha" means Aloha Airgroup, Inc., a Hawaii corporation,
the outstanding Common Stock of which, pursuant to the Merger
Agreement, will be exchanged for Common Stock of the Company.
(b) "Beneficiaries" means the undersigned stockholders of
Aloha or the Company, as the case may be, who will deposit with the
Voting Trustees Common Stock pursuant to this Agreement and each holder
of Common Stock who becomes a Beneficiary pursuant to Section 16
hereof.
(c) "Ching Family Group" means the stockholders listed in
Paragraph A of Schedule I and all members of their respective immediate
families and corporations, trusts or estates controlled by such family
members who may become Beneficiaries pursuant to Section 16 hereof.
Each of the following groups of persons, together
with additional descendants of such persons born during the term of
this Agreement or persons who become spouses of such persons during the
term of this Agreement, shall be considered a separate "Branch" of the
Ching Family Group:
(i) Xxxx, Xxxxx and Xxxxx Xxxxx (the "Xxxx Xxxxx Branch");
(ii) Han H., Barbara, Shelli, Xxxxxxx and Xxxxx Xxxxx (the "Xxx
X. Xxxxx Branch"); and
(iii) Han P. and Xxxxxxxx Xxxxx (the "Xxx X. Xxxxx Branch").
(d) "Common Stock" means, prior to the Effective Time, the
shares of Class A common stock, par value $1.00 per share, and Class B
common stock, par value $1.00 per share, of Aloha that will be
deposited by the Beneficiaries with the Trustees pursuant to the terms
of this Agreement. At and after the Effective Time, "Common Stock"
shall mean the common stock of the Company received by the Trustees for
the respective accounts of the Beneficiaries in exchange for their
shares of common stock of Aloha pursuant to the Merger Agreement, and
any shares of common stock of the Company deposited in accordance with
Section 16 hereof.
(e) "Company" means Aloha Holdings, Inc., a Delaware
corporation, which, pursuant to the Merger Agreement, will issue Common
Stock to the Voting Trustees for the respective accounts of the
Beneficiaries.
(f) "Effective Time" refers to the closing of the Mergers and
has the meaning given to it in the Merger Agreement.
(g) "Family Transferee" has the meaning given to it in Section
16(b).
(h) "Ing Family Group" means the stockholders listed in
Paragraph B of Schedule I and all members of their respective immediate
families and corporations, trusts or estates controlled by such family
members who may become Beneficiaries pursuant to Section 16 hereof.
(i) "Mergers" means the proposed combinations of Aloha, the
Company and Hawaiian Airlines.
(j) "Merger Agreement" means the Agreement and Plan of Merger
primarily among Aloha, the Company and Hawaiian Airlines governing the
Mergers.
(k) "Nominating Group" has the meaning given to it in Section
13(a).
(l) "Register" means the register of ownership established and
maintained by the Trustees pursuant to Section 3 of this Agreement.
(m) "Registration Rights Agreement" means the Registration
Rights Agreement among the Company, the Trustees on behalf of the
Beneficiaries and the other parties named therein, to be entered into
in connection with the Mergers.
(n) "Series B Preferred Stock" means the shares of Series B 7%
Preferred Stock of Aloha (which, pursuant to their terms, will be
converted into shares of Common Stock of Aloha immediately prior to the
Mergers).
(o) "Special Preferred Stock" means the shares of special
preferred stock of the Company that the Company has agreed to issue
immediately after the Effective Time to the principal stockholders of
Aloha, pursuant to the Stockholders Agreement.
(p) "Stockholders Agreement" means the Stockholders Agreement
among the Voting Trustees on behalf of the Beneficiaries and the other
parties named therein, to be entered into in connection with the
Mergers.
(q) "Transferring Beneficiary" has the meaning given to it in
Section 16(a).
(r) "Trustees" means initially those persons listed as
trustees in Section 13(a) of this Agreement and on the signature pages
of this Agreement; provided that such persons may be replaced in
accordance with Section 13(b) of this Agreement.
(s) "Voting Trust Certificates" has the meaning given to it
in Section 3.
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TRANSFER TO TRUSTEES OF COMMON STOCK AND SERIES B PREFERRED STOCK
2. As soon as practicable after the execution of this Agreement, the
Beneficiaries shall deliver to the Trustees certificates representing the number
of shares of Common Stock and Series B Preferred Stock listed opposite their
names on Schedule I. The Trustees shall cause the Common Stock and the Series B
Preferred Stock to be transferred into their names, as trustees for the
Beneficiaries, on the stock register of Aloha and each of the Beneficiaries
hereby appoints the Trustees, and each of them, as his attorney-in-fact to
effect such transfer. The Trustees shall hold all Common Stock and Series B
Preferred Stock in trust for the Beneficiaries and the transfer of such stock
certificates shall not transfer beneficial ownership of the Common Stock or the
Series B Preferred Stock to the Trustees.
The Trustees shall have no right or power to exercise any
rights with respect to the Common Stock or the Series B Preferred Stock except
as specifically contemplated by this Agreement.
After the Effective Date, the Trustees may, at their election,
deliver the certificates representing the Common Stock to a bank or other
substantial financial institution to be placed in an account for the Trustees,
as trustees for the Beneficiaries, and to act as custodian for the benefit of
the Trustees and the Beneficiaries.
ISSUANCE OF VOTING TRUST CERTIFICATES; REGISTER
3. As soon as practicable following their receipt of Common Stock or
Series B Preferred Stock, the Trustees shall issue and deliver to each
Beneficiary one or more voting trust certificates (the "Voting Trust
Certificates") evidencing receipt by the Trustees of the certificates
representing the Common Stock or Series B Preferred Stock, as the case may be,
delivered by such Beneficiary. The Voting Trust Certificates shall be
substantially in the form of Schedule II to this Agreement. The Voting Trust
Certificates shall not be transferable to any person other than a member of the
Ching Family Group or the Ing Family Group and any transfer of Voting Trust
Certificates within the Family Groups must comply with Section 16(b) of this
Agreement.
The Trustees shall keep or cause to be kept a Register setting
forth the name and address of each Beneficial Owner, the Voting Trust
Certificates issued to each Beneficial Owner and the number of shares of Common
Stock and Series B Preferred Stock covered by each Voting Trust Certificate. The
Trustees will deposit a copy of the Register with Aloha at its principal office
in Hawaii and, as soon as practicable after the Effective Time, at the
registered office of the Company in the State of Delaware. The Trustees will
make available to any Beneficiary upon request a copy of the Register.
ISSUANCE TO TRUSTEES OF SPECIAL PREFERRED STOCK
4. Prior to the Effective Time, the Beneficiaries shall give such
instructions and take all such actions as may be necessary to cause the Company
to issue the shares of Special Preferred Stock to the Trustees, for the benefit
of the respective accounts of the Beneficiaries. The delivery of such
certificates shall not transfer beneficial ownership of the Special Preferred
Stock to the Trustees and the Beneficiaries shall retain beneficial ownership of
the Special Preferred Stock PRO RATA in accordance with their beneficial
ownership of Common Stock deposited hereby.
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The Trustees shall hold all Special Preferred Stock in trust
for the Beneficiaries. The Beneficiaries acknowledge that the sole purpose of
the Special Preferred Stock is to confer voting rights on the Beneficiaries
acting as a group and that such Special Preferred Stock has limited pecuniary
value because upon any transfer each share converts automatically into one share
of Common Stock. In the event that the Special Preferred Stock shall be
converted to Common Stock, then the Trustees shall cause the resulting shares of
Common Stock to be sold. The proceeds of such sale shall be applied first to pay
out-of-pocket expenses of the Trustees and any amount remaining shall be
distributed PRO RATA to the Beneficiaries as promptly as practicable.
VOTING OF STOCK BY TRUSTEES
5. During the term of this Agreement, the Trustees shall have the
exclusive right to vote the Common Stock, the Series B Preferred Stock and the
Special Preferred Stock, in person or by proxy, at all meetings of the
stockholders of Aloha or the Company, as the case may be, and in all proceedings
in which the vote of holders of the Common Stock, the Series B Preferred Stock
or the Special Preferred Stock, as the case may be, may be required or
authorized by law. If Aloha or the Company, as the case may be, determines to
act by written consent, the Trustees may execute any such written consent.
TRUSTEES TO ACT ONLY BY UNANIMOUS ACTION
6. Decisions of the Trustees shall be made in their sole discretion
(except as provided in Section 8 hereof) and shall be effected only by unanimous
action of the Trustees evidenced by a written instrument. Copies of all
instruments evidencing action by the Trustees shall be maintained by the
Trustees in an appropriate place and shall be available for inspection upon
request of any Beneficiary. Any such instrument shall be sufficient and binding
if (a) it is signed by all of the Trustees or (b) it is signed by at least one
Trustee who certifies that the action that is the subject of the instrument was
approved at a meeting of the Trustees at which all Trustees were present in
person or by telephone and all Trustees approved of such action.
SUBMISSION OF MATTERS TO BENEFICIARIES
7. If the Trustees are unable to obtain a unanimous vote concerning any
matter requiring action by them pursuant to this Agreement, the Stockholders
Agreement or the Registration Rights Agreement, then the Trustees shall submit
the matter to a vote of the Beneficiaries. The vote of Beneficiaries
beneficially owning a majority of the Common Stock shall determine the manner in
which the Trustees shall exercise the voting rights attached to the Common Stock
and the Special Preferred Stock. The vote of Beneficiaries beneficially owning a
majority of the Series B Preferred Stock shall determine the manner in which the
Trustees shall exercise the voting rights attached to the Series B Preferred
Stock. For purposes of determining a majority of ownership, the Trustees shall
be entitled to rely on the information set forth in Schedule I hereto and
evidence satisfactory to the Trustees of transfers or additional deposits in
accordance with Section 16 hereof.
The Trustees shall determine the rules governing such a vote,
which (without limiting the generality of the foregoing) may include either a
meeting of the Beneficiaries or the execution of a written consent in lieu
thereof, provided that such written consent is signed by Beneficiaries
beneficially owning a majority of the Common Stock or the Series B Preferred
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Stock, as the case may be. If a meeting of Beneficiaries is held, Beneficiaries
may participate by conference telephone call.
In the event that a vote of the Beneficiaries is required, the
Trustees shall ensure that each of the Beneficiaries receives notice in writing
of such vote not less than 3 business days prior to such vote.
VOTING AT DIRECTION OF BENEFICIARIES
8. If, not less than 10 business days before the date the Company plans to
send a proxy statement to all its stockholders with respect to any stockholders'
meeting or before the taking of any corporate action requiring the affirmative
vote or consent of holders of Common Stock or Special Preferred Stock, as the
case may be, Beneficiaries owning beneficially 90% of the Common Stock direct
the Trustees in a writing signed by such Beneficiaries to vote all the Common
Stock or the Special Preferred Stock, as the case may be, in a specified way,
the Trustees shall comply with such direction and shall immediately execute
whatever documents are reasonably requested by such Beneficiaries to evidence
the Trustees' intent to comply with such direction.
APPOINTMENT OF ATTORNEYS-IN-FACT; GRANT OF AUTHORITY
9. Each Beneficiary hereby appoints the Trustees and each of them, true
and lawful agents and attorneys-in-fact of such Beneficiary, each with full
power and authority, subject to the terms of provisions of this Agreement, to
act in the name of and for and on behalf of such Beneficiary, as fully as could
such Beneficiary if present and acting in person, with respect to the following
matters:
(a) to execute and deliver the Stockholders Agreement and any
amendments thereto on behalf of such Beneficiary, with such changes therein
as the Trustees may determine, the execution and delivery of such
Stockholders Agreement or amendment by the Trustees to be conclusive
evidence with respect to their approval thereof, and to perform and comply
with all of the provisions of the Stockholders Agreement and any amendments
thereto;
(b) to execute and deliver the Registration Rights Agreement and any
amendments thereto on behalf of such Beneficiary, with such changes therein
as the Trustees may determine, the execution and delivery of such
Registration Rights Agreement or amendment by the Trustees to be conclusive
evidence with respect to their approval thereof, and to perform and comply
with all of the provisions of the Registration Rights Agreement and any
amendments thereto; and
(c) to execute on behalf of the Beneficiaries and cause to be filed a
Schedule 13D and any required amendments thereto from time to time;
(d) to execute on behalf of the Beneficiaries and cause to be filed
one or more reports on Form 3 or Form 4;
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(e) to engage in discussions with representatives of the Company concerning
all matters contemplated by the Stockholders Agreement and the
Registration Rights Agreement;
(f) to provide to the Company any information concerning this Agreement and
the Beneficiaries required by it to meet its reporting requirements
under applicable securities laws; and
(g) to take any such other actions consistent with their duties and powers
under this Agreement as shall be necessary or appropriate to carry out
the intent of this Agreement.
EXECUTION OF INSTRUMENTS
10. After action by the Trustees as provided in this Agreement, the
Trustees shall execute on behalf of the Beneficiaries such instruments as may be
necessary or appropriate. Any agreement, document, contract or other instrument
executed by the Trustees on behalf of the Beneficiaries must be executed by not
less than two Trustees in order to be a valid and binding instrument.
DIVIDENDS OR OTHER DISTRIBUTIONS
11. In the event that Aloha or the Company declares and pays dividends or
makes other distributions on the Common Stock, the Series B Preferred Stock or
the Special Preferred Stock, as the case may be, the Trustees shall accept and
receive such dividends or distributions. Upon receipt of the dividends or
distributions by the Trustees, the same shall be pro-rated among the
Beneficiaries based on the number of shares of the Common Stock, the Series B
Preferred Stock or the Special Preferred Stock, as the case may be, beneficially
owned by each Beneficiary and shall be distributed to such Beneficiaries as
promptly as practicable.
TERMINATION OF TRUST
12. This Agreement shall terminate on the occurrence of the first of the
following events:
(i) February 8, 2012; or
(ii) when Beneficiaries representing 75% of the Common Stock consent
in writing to the termination of this Voting Trust and deliver
such written consent to the Trustees.
On termination of this Agreement, the Trustees shall cause to
be delivered to the Beneficiaries certificates representing the Common Stock
deposited hereunder properly endorsed for transfer in exchange for, and upon
surrender of, the Voting Trust Certificates representing such Common Stock.
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NUMBER AND REPLACEMENT OF TRUSTEES
13. (a) NUMBER OF TRUSTEES. The number of Trustees shall at all times be
four and the initial Trustees appointed hereunder shall be those persons
designated as Trustees on behalf of the following parties (each a "Nominating
Group"):
NOMINATING GROUP TRUSTEE
Xxxx Xxxxx Branch Xxxxx Xxxxx
Xxx X. Xxxxx Branch Han H. Xxxxx
Xxx X. Xxxxx Branch Xxx X. Xxxxx
Ing Family Group Xxxxxx Ing
(b) TERM AND REPLACEMENT. The designation of Trustees shall be for
the term of this Agreement except that (i) each Nominating Group may remove
its Trustee from his or her office by the affirmative vote of the
Beneficiaries representing 66 2/3% of the Common Stock beneficially owned by
members of such Nominating Group and (ii) the other three Trustees may remove
a Trustee (a "Non-Responsive Trustee") if the other three Trustees agree that
the Non-Responsive Trustee is not fulfilling his or her duties under this
Agreement in a timely or responsive manner. In the event of the death,
resignation, or removal of any Trustee, a successor Trustee shall be
appointed by the Beneficiaries representing at least 66 2/3% of the Common
Stock beneficially owned by members of the Nominating Group that nominated
the Trustee who is being replaced by the successor Trustee. The Trustees
shall give notice to the Beneficiaries of the death, resignation or removal
of a Trustee and of the identity of the successor Trustee.
(c) REDUCTION IN NUMBER OF TRUSTEES. In the event that the number
of shares of Common Stock beneficially owned by all of the Beneficiaries of
any Nominating Group shall be reduced by dispositions as contemplated by
Section 16 of this Agreement to less than 25% of the shares of Common Stock
owned by such Beneficiaries as of the date hereof, then that Nominating Group
shall no longer be entitled to appoint a Trustee and the number of Trustees
to serve pursuant to this Agreement shall be reduced accordingly.
(d) NO ACTION INVALID. Notwithstanding the provisions of
subparagraph 13(a) above, if there are less than four Trustees at any time,
the remaining Trustees shall continue to carry out their duties and it shall
be the responsibility of the relevant Nominating Group to provide a
replacement Trustee as soon as practicable. No action taken by the Trustees
shall be invalid because at the time of such action there were less than four
Trustees.
TRUSTEES' COMPENSATION
14. The Trustees shall serve without compensation of any kind, but all
expenses and disbursements lawfully incurred or made by the Trustees in the
administration of their duties as Trustees shall be reimbursed to them by the
Beneficiaries.
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INDEMNITY OF THE TRUSTEES
15. Each of the Beneficiaries (including, without limitation, any person
who becomes a Beneficiary pursuant to Section 16 of this Agreement) hereby
indemnifies, and holds each Trustee harmless against, any loss, liability or
expense incurred without gross negligence or bad faith on the part of such
Trustee arising out of or in connection with the acceptance or administration of
this Agreement, including the costs and expenses of defending such Trustee
against any claim or liability in connection with the exercise or performance of
any of such Trustee's powers or duties under this Agreement. Each Beneficiary
shall be responsible to the Trustees for the proportion of such loss, liability
or expense that is equal to such Beneficiary's PRO RATA share of the number of
shares of Common Stock subject to this Agreement; provided, however, that if for
any reason the Trustees do not receive payment from any Beneficiary (a
"Defaulting Beneficiary"), each of the other Beneficiaries shall be responsible
to the Trustees for its PRO RATA share of the Defaulting Beneficiary's share of
the loss, liability or expense.
TRANSFERS, PLEDGES AND DEPOSITS
16. (a) TRANSFERS OF COMMON STOCK TO OTHER THAN BENEFICIARIES. If any
Beneficiary sells, gives, bequeaths or otherwise transfers Common Stock, other
than pursuant to Section 16(b), such transferred Common Stock shall no longer be
subject to this Agreement.
(b) TRANSFERS OF COMMON STOCK BETWEEN BENEFICIARIES. If any
Beneficiary (a "Transferring Beneficiary") sells, gives, bequeaths, or
otherwise transfers Common Stock to any other person in the Ching Family
Group or the Ing Family Group, such transferred Common Stock shall remain
subject to this Agreement. Any transferee pursuant to this Section 16(b) who
is not already a party to this Agreement shall, before any such transfer
becomes, and as a condition to any such transfer becoming, effective, execute
and deliver to the Trustees an instrument whereby such transferee becomes a
party hereto and a "Beneficiary" as contemplated herein. On receipt of a
notice of proposed transfer from a Transferring Beneficiary (or his or her
duly authorized representative) seeking to sell, bequeath or otherwise
transfer its Common Stock to a transferee within the Ching Family Group or
the Ing Family Group (a "Family Transferee"), together with such Transferring
Beneficiary's Voting Trust Certificates representing such Common Stock, the
Trustees shall, as promptly as practicable, deliver to such Family Transferee
Voting Trust Certificates representing such transferred Common Stock.
(c) PLEDGES OF COMMON STOCK. Any Beneficiary may notify the
Trustees of his or her desire to make a borrowing requiring the granting of a
security interest in the shares of Common Stock beneficially owned by such
Beneficiary (the "Pledged Shares"). Provided that the Pledged Shares remain
subject to all of the requirements of this Agreement, the Trustees will
permit the Beneficiary to grant such a security interest and will take
appropriate action to effect such grant including delivering Voting Trust
Certificates to the lender to be held as collateral and entering into a
pledge agreement with such lender, provided that (i) the Beneficiary granting
such a security interest executes an indemnity in favor of the Trustees and
the other Beneficiaries with respect to any liability or expense that results
in connection with such pledge and
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(ii) entering into such pledge agreement shall not result in any liability or
obligation of any other Beneficiary or any obligation of the Trustees other
than to facilitate the actions of the lender to realize on the collateral.
(d) NO PLEDGES OR TRANSFERS OF SPECIAL PREFERRED STOCK. Unless
required by the terms thereof, the Special Preferred Stock shall not be
transferred or pledged except at the direction of all of the Beneficiaries.
(e) DEPOSITS. Any Beneficiary that obtains ownership of shares of
Common Stock on the open market or otherwise may deposit such shares in the
Voting Trust formed by this Agreement by notifying the Trustees in writing
and causing such shares to be transferred into the names of the Trustees.
(f) NOTICES OF SALES AND TRANSFERS. Any Beneficiary proposing to
transfer any shares of Common Stock must give written notice to the Trustees
in substance satisfactory to the Trustees at least two days prior to such
transfer. The Trustees shall, promptly after receiving notice from the
transferring Beneficiary, give notice to all other Beneficiaries of any
sales, transfers or deposits made by a Beneficiary. If the Trustees receive
notice from a Beneficiary that such Beneficiary intends to transfer a
sufficient number of shares of Common Stock to cause the Beneficiaries as a
group to lose the right to nominate one or more directors of the Company as
contemplated by the Stockholders Agreement (the "Nomination Rights"), then
the Trustees shall promptly give notice of such transfer, and the pending
loss of the Nomination Rights, to all other Beneficiaries. In addition, from
time to time but no less than annually, the Trustees shall provide the
Beneficiaries with a calculation of how many shares of Common Stock can be
sold without causing the Beneficiaries as a group to lose their Nomination
Rights.
MISCELLANEOUS
17. The Beneficiaries expressly acknowledge that they intend this
Agreement to create a "voting trust" as contemplated by Section 415-34 of the
Hawaii Business Corporations Act until the Effective time and by Section 218 of
the Delaware General Corporation Law after the Effective Time.
18. The Trustees shall cause a copy of this Agreement to be filed in the
principal office of Aloha in the State of Hawaii, and, as soon as practicable
after the Effective Time, in the registered office of the Company in the State
of Delaware.
19. Each of the Beneficiaries authorizes the Trustees to file the
following agreement signed on his or her behalf in connection with any required
filing of a Schedule 13D:
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Schedule 13D is filed on behalf of
each of them; and
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(ii) each of them is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but
none of them is responsible for the completeness or accuracy of the
information concerning the other person making the filing, unless such
person knows of has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same instrument.
* * * * * * * * * *
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This Agreement may be signed in one or more counterparts each
of which shall be an original. This Agreement shall become effective when all of
the Beneficiaries and all of the Trustees have signed a counterpart.
TRUSTEES:
/s/ Xxxxx Xxxxx
---------------------------------------
Xxxxx Xxxxx
/s/ Xxx X. Xxxxx
---------------------------------------
Xxx X. Xxxxx
/s/ Xxx X. Xxxxx
---------------------------------------
Xxx X. Xxxxx
/s/ Xxxxxx Ing
---------------------------------------
Xxxxxx Ing
BENEFICIARIES
ALOHA SECURITIES & INVESTMENT COMPANY,
a Hawaii limited partnership, by its
General Partner:
ALOHA INVESTMENT COMPANY, INC., a
Hawaii corporation
By: /s/ Xxx X. Xxxxx
---------------------------------
Name: Xxx X. Xxxxx
Title: Vice President
/s/ Xxx X. Xxxxx
------------------------------------
XXX X. XXXXX
/s/ Han Xxxx Xxxxx
------------------------------------
HAN XXXX XXXXX, Trustee of the Trust
Agreement dated September 21, 1983,
Han Xxxx Xxxxx, Settlor (also known as
Han Xxxx Xxxxx, Trustee Under
Agreement of Trust Made by Han Xxxx
Xxxxx dated 9/21/83, and Xxx X. Xxxxx
Trustee Under Agreement of Trust Made
by Xxx X. Xxxxx dated 9/21/83)
Han Xxxx Xxxxx, Han Xxxx Xxxxx and
Xxxx Xxxx-To Ching, Co-Trustees of the
Han Xxxx Xxxxx Gift Trust dated March
6, 1992, Hung Wo Ching, Settlor (also
known as the Han Xxxx Xxxxx 1992 Gift
Trust Agreement dated 3/6/92):
/s/ Han Xxxx Xxxxx
------------------------------------
HAN XXXX XXXXX, Trustee
/s/ Han Xxxx Xxxxx
------------------------------------
HAN XXXX XXXXX, Trustee
/s/ Xxxx Xxxx-To Ching
------------------------------------
XXXX XXXX-TO XXXXX, Trustee
Han Xxxx Xxxxx and Han Xxxx Xxxxx, Co-
Trustees of the Xxxxxxxxx Xxx Ching
Trust dated July, 10, 1986, as
amended:
/s/ Han Xxxx Xxxxx
------------------------------------
HAN XXXX XXXXX, Trustee
/s/ Han Xxxx Xxxxx
------------------------------------
HAN XXXX XXXXX, Trustee
Han Xxxx Xxxxx and Han Xxxx Xxxxx, Co-
Trustees of the Non-Exempt Marital
Trust created pursuant to the Hung Wo
Ching Trust dated May 1, 1978, as
amended (also known as Han Xxxx Xxxxx
& Han Xxxx Xxxxx as trustees of the
Nonexempt Marital Trust under the Hung
Wo Ching Trust dated 5/1/78 or
successors in interest):
/s/ Han Xxxx Xxxxx
------------------------------------
HAN XXXX XXXXX, Trustee
/s/ Han Xxxx Xxxxx
------------------------------------
HAN XXXX XXXXX, Trustee
/s/ Xxx X. Xxxxx
------------------------------------
XXX X. XXXXX, Joint Tenant with
Xxxxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
------------------------------------
XXXXXXXX X. XXXXX, Joint Tenant with
Xxx X. Xxxxx
/s/ Xxx X. Xxxxx
------------------------------------
XXX X. XXXXX, as attorney-in-fact for
Xxxxxxx X.X. Xxxxx under a general
power of attorney
/s/ Xxx X. Xxxxx
------------------------------------
XXX X. XXXXX, as attorney-in-fact for
Xxxxxx X.X. Xxxxx under a general
power of attorney
/s/ Xxx X. Xxxxx
------------------------------------
XXX X. XXXXX, as attorney-in-fact for
Xxxxx X.X. Xxxxx under a general power
of attorney
/s/ Xxx X. Xxxxx
------------------------------------
XXX X. XXXXX, Joint Tenant with
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX, Joint Tenant with
Xxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX
Xxxx Xxxx-To Xxxxx, Xxxxx Ming-Xx
Xxxxx and Xxxxx Xxxx-Xxx Xxxxx,
Co-Trustees of the Ching Perpetual
Trust created on April 17, 1992
pursuant to the Xxxxx Xxx Xxxxx Trust
dated February 27, 1985, Xxxxx Xxx
Ching, Settlor (also known as Xxxx
Xxxx To Xxxxx, Xxxxx Ming Xx Xxxxx and
Xxxxx Xxxx Xxx Xxxxx, Trustees of the
Ching Perpetual Trust dated 4/17/92):
/s/ Xxxx Xxxx-To Xxxxx
------------------------------------
XXXX XXXX-TO CHING (also known as Xxxx
Xxxx To Xxxxx), Trustee
/s/ Xxxxx Xxxx-Xx Xxxxx
------------------------------------
XXXXX XXXX-XX XXXXX (also known as
Xxxxx Xxxx Xx Xxxxx), Trustee
/s/ Xxxxx Xxxx-Xxx Xxxxx
------------------------------------
XXXXX XXXX-XXX XXXXX (also known as
Xxxxx Xxxx Xxx Xxxxx), Trustee
/s/ Xxxx Xxxx-To Ching
------------------------------------
XXXX XXXX-TO XXXXX, Trustee of the
Xxxx Xxxx-To Ching Gift Trust dated
February 1, 1992, Xxxxx Xxx Xxxxx,
Settlor (also known as Xxxx Xxxx To
Ching Trustee Under Xxxx Xxxx To Xxxxx
Gift Trust Dated 2/1/92, and Xxxx
Xxxx-To Ching, Trustee Under the Xxxx
Xxxx-To Xxxxx Gift Trust Agreement
dated 2/1/92)
/s/ Xxxx Xxxx-To Ching
------------------------------------
XXXX XXXX-TO XXXXX, Trustee and
Settlor of the Revocable Living Trust
Agreement dated September 19, 1989, as
amended (also known as Xxxx Xxxx-To
Ching, Trustee of the Xxxx Xxxx-To
Ching Revocable Living Trust dated
9/19/89 as amended, and Xxxx Xxxx-To
Ching, Trustee Under the Xxxx Xxxx-To
Ching Revocable Living Trust dated
9/19/89 as amended)
/s/ Xxxxx Xxxx-Xxx Xxxxx
------------------------------------
XXXXX XXXX-XXX XXXXX, Trustee of the
Xxxxx Xxxx-Xxx Xxxxx Gift Trust dated
February 1, 1992, Xxxxx Xxx Ching,
Settlor (also known as Xxxxx Xxxx Xxx
Xxxxx, Trustee of the Xxxxx Xxxx Xxx
Xxxxx Gift Trust dated 2/1/92, and
Xxxxx Xxxx-Xxx Xxxxx, Trustee Under
the Xxxxx Xxxx Xxx Xxxxx Gift Trust
Agreement dated 2/1/92)
/s/ Xxxxx Xxxx-Xxx Xxxxx
------------------------------------
XXXXX XXXX-XXX XXXXX, Trustee and
Settlor of the Revocable Living Trust
Agreement dated September 19, 1989, as
amended (also known as Xxxxx Xxxx-Xxx
Xxxxx, Trustee of the Xxxxx Xxxx-Xxx
Xxxxx Revocable Living Trust dated
9/19/89 as amended)
/s/ Xxxxx Xxxx-Xx Xxxxx
------------------------------------
XXXXX XXXX-XX XXXXX, Trustee of the
Xxxxx Xxxx-Xx Xxxxx Gift Trust dated
February 1, 1992, Xxxxx Xxx Ching,
Settlor (also known as Xxxxx Xxxx Xx
Xxxxx, Trustee of the Xxxxx Xxxx Xx
Xxxxx Gift Trust dated 2/1/92, and
Xxxxx Xxxx-Xx Xxxxx, Trustee Under the
Xxxxx Xxxx-Xx Xxxxx Gift Trust
Agreement dated 2/1/92)
/s/ Xxxxx Xxxx-Xx Xxxxx
------------------------------------
XXXXX XXXX-XX XXXXX, Trustee and
Settlor of the Revocable Living Trust
Agreement dated September 18, 1989, as
amended (also known as Xxxxx Xxxx-Xx
Xxxxx, Trustee of the Xxxxx Xxxx-Xx
Xxxxx Revocable Living Trust dated
9/19/89 as amended, and Xxxxx Xxxx-Xx
Xxxxx, Trustee Under the Xxxxx Xxxx-Xx
Xxxxx Revocable Living Trust dated
9/19/89 as amended)
DIAMOND HEAD MEMORIAL PARK
By: /s/ Authorized Signatory
---------------------------------
Name:
Title:
DHMP SERVICE INC PRE NEED TRUST
FIRST HAWAIIAN BANK, Trustee
By: /s/ Authorized Signatory
---------------------------------
Name:
Title:
DHMP SERVICE INC.
By: /s/ Authorized Signatory
---------------------------------
Name:
Title:
Xxxxxx K.Y. Ing and First Hawaiian
Bank, Co-Trustees of the Marital Trust
created pursuant to the Xxxxxxxx X.X.
Ing Self Trusteed Trust dated May 21,
1987, Xxxxxxxx X. X. Ing, Settlor, as
amended:
/s/ Xxxxxx K.Y. Ing
------------------------------------
XXXXXX K.Y. ING, Trustee
FIRST HAWAIIAN BANK, Trustee
By: /s/ Authorized Signatory
---------------------------------
Name:
Title:
Xxxxxx K.Y. Ing and First Hawaiian
Bank, Co-Trustees of the GST Exempt
Share of the Marital Trust created
pursuant to the Xxxxxxxx X.X. Ing Self
Trusteed Trust dated May 21, 1987,
Xxxxxxxx X. X. Ing, Settlor, as
amended:
/s/ Xxxxxx K.Y. Ing
------------------------------------
XXXXXX K.Y. ING, Trustee
FIRST HAWAIIAN BANK, Trustee
By: /s/ Authorized Signatory
---------------------------------
Name:
Title:
Xxxxxx K.Y. Ing and First Hawaiian
Bank, Co-Trustees of the Xxxxxxxx X.X.
Ing Irrevocable Life Insurance Trust
dated September 10, 1980, Xxxxxxxx
X.X. Ing, Settlor, as amended:
/s/ Xxxxxx K.Y. Ing
------------------------------------
XXXXXX K.Y. ING, Trustee
FIRST HAWAIIAN BANK, Trustee
By: /s/ Authorized Signatory
---------------------------------
Name:
Title:
ING FAMILY PARTNERSHIP, a Hawaii
limited partnership, by its General
Partner:
SHERIDAN ING FLP TRUST
/s/ Xxxxxxx K.M. Ing
------------------------------------
XXXXXXX K.M. ING, Trustee
/s/ Xxxxxx K.Y. Ing
------------------------------------
XXXXXX KY. ING, Trustee
/s/ Xxxxxxx K.M. Ing
------------------------------------
XXXXXXX K.M. ING, Trustee and Settlor
of the Xxxxxxx K.M. Ing Self Trusteed
Trust dated February 12, 1992
/s/ Xxxxxx K.Y. Ing
------------------------------------
XXXXXX K.Y. ING, Trustee and Settlor
of the Xxxxxx K.Y. Ing Self Trusteed
Trust dated May 22, 1992
/s/ Xxxxx Ing Xxxxx
------------------------------------
XXXXX ING XXXXX, Trustee and Settlor
of the Xxxxx Ing Xxxxx Self Trusteed
Trust dated February 5, 1997
/s/ Xxxxxxx Ing
------------------------------------
XXXXXXX ING
/s/ Xxxxx Ing Louis
------------------------------------
XXXXX ING XXXXX, Trustee and Settlor
of the Xxxxx Ing Louis Revocable
Living Trust dated July 26, 1996
/s/ Xxxxxxxxx Xxxxx
------------------------------------
XXXXXXXXX XXXXX
SIC CORP. PROFIT SHARING PLAN FOR THE
BENEFIT OF XXXXX ING
By: /s/ Authorized Signatory
---------------------------------
Name:
Title:
SCHEDULE I
X. Xxxxx Family Group:
NAME COMMON STOCK SERIES B PREFERRED STOCK
B. Ing Family Group:
NAME COMMON STOCK
SCHEDULE II
FORM OF VOTING TRUST CERTIFICATE
-------------------------------------------------------------------------------
VOTING TRUST FORMED UNDER THE LAWS OF
THE STATE OF [HAWAII] [DELAWARE]
Number - VOTING TRUST CERTIFICATE Representing - Shares
REPRESENTING BENEFICIAL OWNERSHIP OF
[COMMON STOCK] [SERIES B PREFERRED STOCK] OF
[ALOHA AIRGROUP, INC.] [ALOHA HOLDINGS, INC.]
THIS CERTIFIES THAT [INSERT NAME OF BENEFICIARY] is the
beneficial owner of [INSERT NUMBER OF SHARES] shares (the "BENEFICIALLY OWNED
SHARES"), of the [COMMON STOCK] [SERIES B PREFERRED STOCK] of [ALOHA AIRGROUP,
INC.] [ALOHA HOLDINGS, INC.] (hereinafter called the "CORPORATION"), deposited
with the Trustees of the Voting Trust (the "VOTING TRUST") formed pursuant to
the Aloha Stockholders' Voting Trust Agreement dated as of February 8, 2002
among the parties thereto (the "VOTING TRUST AGREEMENT").
In the event that the Corporation declares and pays dividends
or makes other distributions on the Beneficially Owned Shares, the Trustees
shall accept and receive such dividends or distributions on behalf of the holder
hereof and then distribute such dividends or other distributions to the holder
hereof as promptly as practicable.
EXCEPT IN ACCORDANCE WITH THE VOTING TRUST AGREEMENT, THIS
VOTING TRUST CERTIFICATE IS NOT TRANSFERABLE AND CANNOT BE PLEDGED.
This Voting Trust Certificate is not valid unless signed by
two of the Trustees.
IN WITNESS WHEREOF, the Trustees have caused this Voting Trust
Certificate to be signed this - day of [MONTH], 200-.
--------------------------- ---------------------------
Trustee of the Voting Trust Trustee of the Voting Trust
-------------------------------------------------------------------------------
