Voting Trust Agreement
This Voting Trust Agreement is entered into as of 11/30,
1998, by and among Putra Masagung, an individual resident of
Singapore ("Xx. Xxxxxxxx"), PT Gunung Agung, a limited liability
corporation established under the laws of the Republic of
Indonesia ("GA") (each of Xx. Xxxxxxxx and GA being a "Grantor"
and, collectively, the "Grantors") and Xxxx Xxxxx, an individual
resident of California (the "Trustee").
WHEREAS, pursuant to approvals originally dated July 13,
1992, of the Board of Governors of the Federal Reserve System
(the "Board") and the Superintendent of Banks of the State of
California, Xx. Xxxxxxxx is the record owner of 31,027,302 shares
of the Class A Common Stock of The San Francisco Company, a
Delaware Corporation ("BHC"), which itself is the owner of all of
the issued and outstanding stock of the Bank of San Francisco, a
California banking corporation ("Bank");
WHEREAS, Xx. Xxxxxxxx is the record and beneficial owner of
14,426,456 shares of the Class A Common Stock of BHC,
constituting approximately 45% of the issued and outstanding
shares of the Class A Common Stock of BHC (the "Masagung
Shares");
WHEREAS, GA is the beneficial, but not the record, owner of
16,600,846 shares of the Class A Common Stock of BHC held of
record by Xx. Xxxxxxxx, constituting approximately 52% of the
issued and outstanding shares of the Class A Common Stock of BHC
(the "GA Shares" and, collectively with the Masagung Shares, the
"Shares");
WHEREAS, in order to resolve allegations that GA and
Masagung violated the Bank Holding Company Act of 1956 (the
"BHCA") or the California Financial Code, as amended (the
"Financial Code") in connection with the acquisition of
beneficial ownership of BHC shares by GA, but without admitting
or denying any wrongdoing or liability with respect to any
allegations or claims, the Grantors have agreed to place the
Shares into the voting trust created by this Voting Trust
Agreement;
WHEREAS, the Trustee has consented to act as and has been
appointed as the Trustee hereunder, effective upon the date of
this Voting Trust Agreement and after approval thereof, and after
any required regulatory approval of any change of control of BHC
or Bank, by the Grantors, the Board, the California Department of
Financial Institutions ("CDFI") and the Federal Deposit Insurance
Corporation ("FDIC");
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration it is
agreed as follows:
1. Creation and Purpose of Voting Trust.
(a) Subject to the terms and conditions hereof, a voting
trust with respect to the Shares is hereby created and
established in accordance with Section 218 of the Delaware
General Corporation Law, for the purposes described above. The
voting trust created hereby shall
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become effective upon the execution and delivery of this Voting
Trust Agreement and the receipt of all required regulatory
approvals (the "Effective Date"). A copy of this Voting Trust
Agreement has been filed with the registered office of BHC in
Delaware at CT Corporation System, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, as required by such Section.
(b) The Trustee accepts the trust created by this Voting
Trust Agreement, and agrees to serve as trustee hereunder,
subject to the terms and conditions hereof with the express
limitation that the Trustee shall have no power or authority to
offer, sell or encumber the Shares or Other Voting Securities (as
hereinafter defined), if any, except as expressly provided in
Section 9 hereof.
(c) On or within 5 business days following the Effective
Date, Masagung, on behalf of the Grantors, shall deposit all of
the Shares with the Trustee, duly endorsed for transfer to the
Trustee; and promptly thereafter, (1) the Trustee shall surrender
the certificates for the Shares to BHC or its transfer agent for
cancellation, and new stock certificates thereof shall promptly
be issued to and registered in the name of the Trustee, as
trustee under this Voting Trust Agreement with each such stock
certificate bearing a legend to the effect that it is subject to
this Voting Trust Agreement; and (2) the Trustee shall issue and
deliver to Xx. Xxxxxxxx and GA, respectively, Voting Trust
Certificates, substantially in the form set fort in Section 2
hereof, in respect of the Masagung Shares and the GA Shares
deposited with the Trustee.
(d) Xx. Xxxxxxxx and GA shall be the beneficiaries of the
trust created by this Voting Trust Agreement, with respect to the
Masagung Shares and the GA Shares, respectively.
2. Voting Trust Certificate. The Voting Trust Certificate to
be issued and delivered to each Grantor shall be in substantially
the following form, the terms of which are herein incorporated by
reference:
"VOTING TRUST CERTIFICATE
Number VTC ___________________ Shares
THIS VOTING TRUST CERTIFICATE IS SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF
___________,1998 BETWEEN PUTRA MASAGUNG, P.T. GUNUNG AGUNG, AND
________________, AS TRUSTEE, A COPY OF WHICH IS ON FILE AT THE
OFFICE OF THE SAN FRANCISCO COMPANY. SUCH COPY IS OPEN TO
INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE
SAN FRANCISCO COMPANY OR ANY BENEFICIARY OF THE VOTING TRUST
CREATED BY SUCH VOTING TRUST AGREEMENT.
Voting Trust Certificate
THIS CERTIFIES THAT ____________ is the beneficial owner of
__________ shares of the Class A Common Stock of the San
Francisco Company, a Delaware corporation (hereinafter "BHC"),
deposited with the undersigned Trustee pursuant to a Voting Trust
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Agreement dated as of _________, 1998, by and among Putra
Masagung, P.T. Gunung Agung and Xxxx Xxxxx, as Trustee, a copy of
which Voting Trust Agreement is on file in the office of BHC at
000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, and in the
registered office BHC at CT Corporation System, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The holder of this
Certificate will be entitled to receive payments equal to any and
all cash dividends, liquidating distributions or cash sales
proceeds collected by the Trustee with respect to such number of
shares, and, upon the termination of the Voting Trust Agreement,
to delivery of the proceeds received from the sale of such
shares, all as provided by the Voting Trust Agreement. The holder
of this Certificate takes it subject to all the terms and
conditions of the aforesaid Voting Trust Agreement and by
acceptance of this Certificate acknowledges that receipt of the
Certificate is for investment purposes and not with a view to
distribution.
IN WITNESS WHEREOF, the Trustee has signed this Certificate
on __________, 19___.
___________________________________
Trustee
3. Maintenance of Records; Replacement of Voting Trust
Certificates.
(a) The Trustee shall keep a list of the shares deposited
with him, and shall also keep a record of the Voting Trust
Certificates issued by him, which record shall contain the name
and address of each Grantor as the holder of a Voting Trust
Certificate, the number and class of shares represented by such
certificate and the date when each Grantor became the owner
thereof. Such list and record shall be open at all reasonable
times to the inspection of each Grantor.
(b) In case any Voting Trust Certificate shall become
mutilated, lost, stolen or destroyed, the Trustee may provide for
the issuance of a new Voting Trust Certificate in lieu of such
lost, stolen or destroyed Voting Trust Certificate or in exchange
for such mutilated Voting Trust Certificate, under such
conditions with respect to indemnity and otherwise as the
Trustee, in his reasonable discretion, may provide.
4. Dividends and Distributions. The Trustee shall receive
and hold, subject to the terms of this Voting Trust Agreement,
all dividends and other distributions declared and paid on the
Shares deposited with him hereunder. The Trustee shall distribute
to Xx. Xxxxxxxx and to GA all dividends and other distributions
of property (except securities of BHC or Bank that have voting
rights on any matter, absolute or contingent ("Other Voting
Securities")) that are declared and paid on the Masagung Shares
and the GA Shares, respectively, or on Other Voting Securities
related thereto. Such distributions shall be made by the Trustee
as soon as practicable after the receipt of the dividends or
other distributions. Other Voting Securities shall be held by the
Trustee for the benefit of the respective Grantor subject to the
terms of this Voting Trust Agreement. The Board or the CDFI may
require at any time in the future that, from such time forward,
such dividends and other distributions shall not be distributed
to Grantors. In the event the Trustee is prohibited by the Board
or the CDFI from distributing any such dividends to a Grantor,
the Trustee shall deposit such dividends in a bank selected by
the Trustee.
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5. Dissolution of BHC or Bank. In the event of the
dissolution or total liquidation of the BHC or the Bank, whether
voluntary or involuntary, the Trustee shall receive the moneys,
securities, rights or property to which the holders of BHC or
Bank Shares or Other Voting Securities, if any, are entitled, and
shall distribute the same to the Grantors, in accordance with
their respective interests, upon receipt from the Grantors and
cancellation of the outstanding Voting Trust Certificates;
provided, however, that any Other Voting Securities and any
securities that have voting rights on any matter, absolute or
contingent, as to any other insured depositary institution or
holding company ("Financial Institution Voting Securities") shall
remain subject to this agreement. This provision requiring
retention within the voting trust of Other Voting Securities and
Financial Institution Voting Securities shall not apply to the
securities of any insured depository institution or holding
company thereof whose shares are listed for trading on a national
securities exchange or the Nasdaq National Market; provided,
however, that the securities so distributed pursuant to this
paragraph shall not exceed three percent of any class of voting
shares outstanding for the insured depository institution or
holding company thereof. Upon such distribution, all further
obligations or liabilities of the Trustee to such Grantor in
respect of such of such moneys, securities, rights or property so
received shall cease. This Voting Trust Agreement shall terminate
upon such distribution to both Grantors. Any distribution in
partial liquidation of BHC or Bank shall be governed by section 4
hereof.
6. Resignation or Removal of Trustee. (a) The Trustee may at
any time resign by providing to each Grantor, the Board and the
CDFI written notice of the resignation, which shall take effect
sixty (60) days thereafter or upon the prior acceptance thereof,
provided that such resignation will not be effective until a
successor Trustee has been appointed in conformity with Section 7
hereof. The Trustee will be deemed to have given a notice of
resignation if he is disabled or otherwise unable to fulfill his
duties hereunder for a period of sixty (60) consecutive days. The
Board and the CDFI shall be entitled to remove the Trustee at any
time.
(b) Within thirty (30) business days after the Trustee
ceases to be the trustee under this Voting Trust Agreement for
any reason other than voluntary resignation, the Trustee or his
authorized representative will provide the Grantors a list of all
parties with which he has engaged in material negotiations
pursuant to Section 9 of this Voting Trust Agreement. In such
event, if a definitive agreement is executed with one of such
parties within one year of the Trustee's termination, and
thereafter such party closes a purchase of the Shares and other
Voting Securities, if any, or of the Bank, the Trustee will be
paid his fee under this Voting Trust Agreement from the proceeds
of such transaction.
7. Successor Trustee. In the event of the resignation, death
or removal of the Trustee, or the disability of the Trustee as
provided at Section 6 hereof, the Grantors shall jointly
designate a successor Trustee to fill the vacancy so occurring,
subject to the prior approval of the Board and the CDFI. The
rights, power and privileges of the Trustee named hereunder shall
be possessed by each successor Trustee (hereinafter, the
"Successor Trustee").
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8. Voting Rights and Trustee Qualifications.
(a) The Trustee, acting in his absolute discretion, shall
have the exclusive right to vote the Shares and Other Voting
Securities deposited with it hereunder or to give written
consents in lieu of voting thereon, in person or by proxy at any
and all meetings of the shareholders of BHC, or when such
consents are given in lieu of such meetings, for whatever purpose
called or held, and in any and all proceedings, whether at a
meeting of the shareholders or as may be required or authorized
by law, provided that the Trustee shall not alter the articles of
incorporation, by-laws, management or business plans of BHC in
any material respect without the prior approval of the Board and
the CDFI and prior notice to the Grantors. The Trustee shall have
no financial, family or business relationship with any Grantor,
BHC or the Bank other than the relationships established pursuant
to this Voting Trust Agreement.
(b) The Trustee shall exercise his right to nominate and to
vote to elect members of the Board of Directors of BHC in a
manner wholly independent of any direct or indirect influence of
the Grantors or any of their affiliates.
(c) No person other than the Trustee shall have any voting
right in respect of the Shares or Other Voting Securities so long
as this Voting Trust Agreement is in effect. The Trustee shall
have no beneficial interest in any such Shares, which interest
shall reside with the Grantors. The Trustee shall have no
financial, family or business relationship with any Grantor, BHC
or the Bank other than the relationships established pursuant to
this Voting Trust Agreement. The Trustee may not serve (or
previously have served) as a director, officer or employee of BHC
or the Bank and may not own securities of BHC.
9. Term and Termination.
(a) Subject to the prior termination of this voting trust in
accordance with Section 5 hereof, this voting trust shall
continue in effect until the first to occur of the following: (i)
the sale or disposition by merger or otherwise by the Trustee of
the Shares and Other Voting Securities, if any, and the
remittance to the Grantors of the proceeds thereof in accordance
with this Section 9 or (ii) subject to extension in accordance
with the provisions of Section 10 hereof, the date that is thirty
(30) calendar months after the Effective Date.
(b) The Trustee shall use his reasonable best efforts to
sell or otherwise dispose of the Shares and other Voting
Securities, if any, or the shares of the Bank, if necessary, in
such manner as the Trustee shall determine appropriate for
obtaining the best price or the price instructed by the Grantors
if Instructions have been issued. The Trustee shall use his
reasonable best efforts to cause any prospective purchaser to
offer to purchase all outstanding BHC shares. At any time prior
to the date which is six months prior to the expiration of the
period set forth in Section 9(a)(ii) hereof, the Grantors may
direct the Trustee to sell or otherwise dispose of some or all of
the Shares and Other Voting Securities, if any, in accordance
with confidential written instructions which may be issued,
amended or withdrawn only with the prior approval of the Board
and the CDFI (the "Instructions"). The Trustee shall provide the
Grantors with notice (including a copy) of any agreement in
principle and of any final agreement regarding the sale of the
Shares, each of which shall be subject to the approval of the
Grantors. Within fifteen (15)
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business days of receipt of such notice, the Grantors shall each
notify the Trustee whether or not they approve of the agreement
in principle or final agreement.
(c) The Grantors may bring potential purchasers to the
attention of the Trustee. With the prior written consent of the
Grantors, the Trustee shall be permitted to entertain offers from
entities or groups in which the management of BHC or the Bank
participate. The Trustee shall facilitate the due diligence of
any prospective purchaser proposed by the Grantors.
(d) In the event that six months prior to the termination of
the voting trust created by this Voting Trust Agreement the
Trustee has not entered into a final agreement of sale, the
Trustee shall take immediate steps for the final disposition
thereof, and shall comply with any instructions received from the
Board and the CDFI with respect to the time and manner of
disposition of the Shares and Other Voting Securities, if any,
including sale at public auction. A sale under this provision
shall not require the approval of the Grantors.
(e) Upon consummation of a sale or other disposition of the
Shares and Other Voting Securities, the Trustee shall pay, on
behalf of GA, out of the proceeds received from the sale of the
GA shares and Other Voting Securities attributable to the GA
shares, a civil money penalty to the Board in the amount of
$200,000, plus any profit resulting from GA's acquisition and
control of the Company. For the purposes of this Voting Trust
Agreement, GA's profit means the amount, if any, by which the
proceeds from the sale of the GA shares and Other Voting
Securities attributable to the GA shares, less the costs of sale
incurred in the ordinary course, exceed $32.05 million. GA has
consented to the Trustee's payment of such civil money penalty on
its behalf pursuant to the Order of Prohibition and to Cease and
Desist and Order of Assessment of Civil Money Penalties Issued
Upon Consent (the "Order") executed by GA on 11/30, 1998. The
Trustee shall remit such civil money penalty to the Board made
payable to the "Board of Governors of the Federal Reserve System"
and forwarded, with an executed copy of the Order, to Xxxxxxxx
Xxxxxxx, Secretary of the Board, Board of Governors of the
Federal Reserve System, Xxxxxxxxxx, XX 00000, who shall make
remittance to the Treasury of the United States as required by
statute.
(f) Upon consummation of a sale or other disposition of the
Shares and Other Voting Securities, if any, and except for the
payments provided in Section 9(e) above, the Trustee shall
distribute to the Grantors any monies, securities, rights or
property to which the holders of the Masagung Shares and the GA
shares and Other Voting securities, if any, are entitled,
including the proceeds from the sale or other disposition of the
Masagung Shares and the GA Shares and Other Voting Securities, if
any, upon receipt and cancellation of each Grantor's outstanding
Voting Trust Certificate, and upon such distribution all further
obligations of the Trustee to each Grantor in respect of any
monies, securities, rights or property so received and all Shares
or other securities deposited hereunder shall cease; provided,
however, that the Trustee shall not distribute any Other Voting
Securities or Financial Institution Voting Securities which shall
remain subject to this agreement and the Trustee shall have the
power and obligation to sell those securities pursuant to this
Section 9. This provision requiring retention within the voting
trust of Other Voting Securities and Financial Institution Voting
Securities shall not apply to the securities of any insured
depository institution or holding company thereof whose shares
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are listed for trading on a national securities exchange or the
Nasdaq National Market System; provided, however, that the
securities so distributed pursuant to this paragraph shall not
exceed three percent of any class of voting shares outstanding
for the insured depository institution or holding company
thereof.
(g) The Trustee shall report on a quarterly basis to the
Board, the CDFI, the FDIC and the Grantors on the status of the
Trustee's efforts to sell or otherwise dispose of the Shares and
Other Voting Securities, if any.
10. Extension of Term. The Grantors and the Trustee may not
extend the duration of this Voting Trust Agreement for an
additional period without the prior approval of the Board and the
CDFI.
11. Expenses of Trustee. With the prior approval of the
Grantors, which shall not be unreasonably withheld, the Trustee
shall have the right to employ such investment bankers, valuation
experts, professional advisors and legal counsel (the "Advisors")
as the Instructions may require or he may deem appropriate in the
performance of his duties hereunder. The Trustee shall have the
right to incur and pay the reasonable expenses, charges and fees
of the Advisors. To the extent required, such charges or expenses
shall be advanced by Xx. Xxxxxxxx and GA, respectively, based
upon the proportion which the Masagung Shares and the GA Shares
bear to the Shares (hereafter, "proportionately"). Such charges
or expenses attributable to the sale of BHC or Bank or the
securities thereof, such as investment banker fees and expenses
and legal fees and expenses attributable to the sale, shall be
deducted from the sales price and borne by all selling parties in
proportion to the interests sold. All other such charges or
expenses, such as legal fees and expenses related to the
execution of this Voting Trust Agreement, shall be borne by Xx.
Xxxxxxxx and GA. To facilitate the payment of expenses, charges
and fees of the Trustee and the Advisors, the Grantors shall
establish an account of $25,000 from which the Trustee may make
such payments, provided that, with respect to the Trustee's own
expenses, such payments shall be approved in advance by the
Grantors. Upon the written request of the Trustee, such
additional monies as may be required will be deposited in such
account.
12. Liability of Trustee. The Trustee shall not be liable by
reason of any matter or thing in any way arising out of or in
relation to this Voting Trust Agreement except for such loss or
damage as the Grantors may suffer directly by reason of the
Trustee's willful misconduct or gross negligence. The Trustee
when acting hereunder shall not be required to give a bond or
other security for the faithful performance of his duties as
such.
13. Indemnity, Etc.
(a) The Trustee shall be indemnified by Xx. Xxxxxxxx and GA
proportionately from and against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited
to, any and all expenses whatsoever reasonably incurred in
investigating, preparing for or defending against any litigation,
commenced or threatened, or any claim whatsoever) (the
"Indemnified Claims") arising out of or based upon this Voting
Trust Agreement or the actions or failures to act of the Trustee
hereunder, except to the extent such
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Indemnified Claims are caused by or result from the Trustee's
willful misconduct or gross negligence (as determined by a final
and unappealable order of a court of competent jurisdiction).
(b) The Trustee shall be entitled to the prompt
reimbursement by Xx. Xxxxxxxx and GA proportionately for the
Trustee's out-of-pocket expenses (including reasonable attorneys'
fees and expenses) incurred in investigating, preparing for and
successfully defending against any litigation, commenced or
threatened, arising out of or based upon this Voting Trust
Agreement or the actions or failures to act of the Trustee
hereunder; provided, however, that the Trustee shall be obligated
to return any such reimbursement if it is subsequently determined
by a final and unappealable order of a court of competent
jurisdiction that the Trustee was grossly negligent or engaged in
willful misconduct in the matter in question.
14. Compensation for Services. At and contingent upon the
closing of the sale of BHC or Bank, the Trustee shall receive
from Xx. Xxxxxxxx and GA proportionately the agreed fees. Xx.
Xxxxxxxx and GA hereby unconditionally agree to pay such fees to
the Trustee, which shall be in addition to, and not in lieu of,
the reimbursement of expenses provided for by Section 11 hereof
or the indemnity provided in Section 13.
15. Survival; Other Matters.
(a) Sections 11, 12 and 13 hereof shall survive the transfer
of all or any portion of the Shares or other interests, the
resignation or removal of the Trustee, the termination of the
voting trust created hereby and the termination of this Voting
Trust Agreement.
(b) This Voting Trust Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective
successors and assigns. No successor Trustee shall be liable for
any act, omission or default of any predecessor Trustee and vice
versa and no successor Trustee shall have any duty to investigate
any events or circumstances which may have occurred prior to its
appointment.
(c) This Voting Trust Agreement shall not confer any rights
or remedies upon any person or entity other than the parties and
their respective successors and assigns. No person or entity is
an intended third party beneficiary of any provision of this
Voting Trust Agreement.
16. Counterparts; Entire Agreement; Jurisdiction. This
Voting Trust Agreement may be executed in counterparts and each
shall be deemed to be an original. This Voting Trust Agreement
(including any Instructions issued pursuant to Section 9 hereof)
expresses the entire agreement between the parties and is
irrevocable except as expressly provided herein. The parties
hereby irrevocably submit to the exclusive jurisdiction and venue
of the state and federal courts located in San Francisco,
California and all actions arising out of or relating to this
Agreement shall be commenced only in one of those courts.
17. Notices. Any notice to or communication with any of Xx.
Xxxxxxxx, GA, the Trustee, the Board and the CDFI shall be deemed
sufficiently given or made when received and shall be given in
writing, and delivered in person or sent by certified mail,
postage prepaid, or
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by private courier service or by telecopy or telex, to such
person at its address set forth below or at such other address as
such person may hereafter furnish in writing to the others.
Trustee
Xx. Xxxx Xxxxx
Xxxx Xxxxx & Associates
00000 Xxxxxxx Xxxxxx
Xxx Xxxxxx XX 00000-0000
Telephone: 000-000-0000
Telecopier: 000-000-0000
with a copy to
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
Attn: J. Xxxxxxx Xxxxxxxx, Esq.
Xxx Xxxxxx Xxxxxx
Xxx Xxxxxxxxx XX 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
Xx. Xxxxxxxx
Mr. Putra Masagung
c/x Xxxxxxx GTS Limited
000 Xxxx Xxxxxx #00-00
Xxxxxxxxx 000000
Telephone: 00-000-0000
Telecopier: 00-000-0000
with a copy to
Xxxxxx & Xxxxx LLP
Attn: Xxxxxxxx Xxxxxxx, Esq.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxxxx XX 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
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GA
PT Gunung Agung
Attn: Mr. Lego Nirwhono
XX. XX. Xxxxxxx
Xx. 00 Xxxxxx 0
Xxxxxxx 00000, Xxxxxxxxx
Telephone: 0000-000-0000
Telecopier: 0000-000-0000
with a copy to
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Attn: Xxxx X. Xxxxxx, Xx., Esq.
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx XX 00000-0000
Telephone: 000-000-0000
Telecopier: 000-000-0000
Board
Board of Governors of the Federal Reserve System
Attn: J. Xxxxxx Xxxxxxxxx, Xx., Esq.
General Counsel
00xx xxx X Xxxxxxx, X.X.
Xxxxxxxxxx XX 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
CDFI
California Department of Financial Institutions
Attn: Xxx Xxxxx-Xxxxxxxx, Esq.
Staff Counsel
000 X Xxxxxx, Xxxxx 0000
Xxxxxxxxxx XX 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
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FDIC
Federal Deposit Insurance Corporation
Attn: Xx. Xxxxx Xxxxx
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx XX 00000
Telephone: 000-000-0000
Telecopier: 000-000-0000
18. Governing Law. This Voting Trust Agreement shall be
governed by and construed in accordance with the laws of the
State of Delaware without reference to its choice of law
provisions.
IN WITNESS WHEREOF, the parties have hereunto set their
hands and in the case of the Grantor set opposite its signature
the number of Shares initially deposited by it hereunder.
Number or Shares to be PUTRA MASAGUNG
deposited hereunder
14,426,456
Number of Shares to be PT GUNUNG AGUNG
deposited hereunder
16,600,846
By ______________________________
Name:
Title:
_____________________________, as Trustee
Xxxx Xxxxx
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