Exhibit 2.5      **AGREEMENT AND PLAN OF MERGER****among****UCBH HOLDINGS, INC.****UCB MERGER II, LLC,****CAB HOLDING, LLC,****CAB INTERNATIONAL HOLDING LIMITED****AND****DR. PAUL SHI H. HUANG****Dated as of January 10, 2007** 
 

 
**TABLE OF CONTENTS**       **Page** AGREEMENT AND PLAN OF MERGER  1 ARTICLE I THE MERGER  1 1.1. Definitions  1 1.2. The Merger  1 1.3. Closing; Effective Time  2 1.4. Effects of the Merger  2 1.5. Conversion of Company Percentage Interests  2 1.6. UCBH Capital Stock; Buyer Interests  3 1.7. Certificate of Formation  3 1.8. Limited Liability Company Agreement  3 1.9. Managers and Officers  3 1.10. Approval by BVI and Dr. Huang  3 ARTICLE II DELIVERY OF MERGER CONSIDERATION  3 2.1. Cash Amount Adjustment  3 2.2. Transfer of Company Percentage Interests  4 2.3. Conversion Procedures  4 ARTICLE III DISCLOSURE SCHEDULES; REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE BANK, BVI, DR.HUANG AND UCBH  5 3.1. Disclosure Schedule  5 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE BANK, BVI AND DR. HUANG  5 4.1. Corporate Organization  5 4.2. Capitalization  7 4.3. Authority; No Violation  9 4.4. Consents and Approvals  9 4.5. Regulatory Reports  10 4.6. Financial Statements  10 4.7. Broker’s Fees  11 4.8. Absence of Certain Changes or Events  11 4.9. Legal Proceedings  13 4.10. Taxes  13 4.11. Employee Benefit Plans  15 
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**TABLE OF CONTENTS**(continued)       **Page** 4.12. Disclosure Controls and Procedures  16 4.13. Company Information  16 4.14. Compliance with Applicable Law  16 4.15. Contracts  18 4.16. Environmental Matters  18 4.17. Derivative Transactions  19 4.18. Approvals  19 4.19. Loans and Deposits  19 4.20. Property  20 4.21. Labor Matters  21 4.22. Insurance  21 4.23. Absence of Undisclosed Liabilities  22 4.24. Qualification as Reorganization  22 4.25. Offices and ATMs  22 4.26.Community Reinvestment Act  23 4.27. BankSecrecy Act  23 4.28. Trust Administration  23 4.29. Investment Management and Related Activities  23 4.30. Cancellation of Debt and Contribution to the Company  23 4.31. Rule 145 Affiliates  24 4.32. Full Disclosure  24 ARTICLE V REPRESENTATIONS AND WARRANTIES OF UCBH  24 5.1. Corporate Organization  24 5.2. Authority; No Violation  24 5.3. Consents and Approvals  25 5.4. Broker’s Fees  25 5.5. UCBH Information  25 5.6. Ownership of Company Percentage Interests and Bank Common Stock  25 5.7. Access to Funds  26 5.8. Approvals  26 5.9. Legal Proceedings  26 5.10. Compliance with Applicable Law  26 
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**TABLE OF CONTENTS**(continued)       **Page** 5.11. Regulatory Reports  27 5.12. Full Disclosure  27 5.13. Capitalization  27 5.14. Financial Statements  28 5.15. Absence of Certain Changes or Events  28 5.16. Disclosure Controls and Procedures  29 5.17. Absence of Undisclosed Liabilities  29 5.18. Qualification as Reorganization  29 5.19. SEC Documents  29 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF BVI  29 6.1. Requisite Power and Authority  29 6.2. Capitalization  30 6.3. Purchase Entirely for Own Account  30 6.4. Disclosure of Information  30 6.5. Restricted Securities  30 6.6. Accredited Investor  31 6.7. Foreign Jurisdiction  31 6.8. Full Disclosure  31 ARTICLE VII COVENANTS RELATING TO CONDUCT OF BUSINESS  31 7.1. Covenants of the Company and its Subsidiaries  31 7.2. Covenants of UCBH  34 7.3. Covenants of UCBH, Buyer, the Company, the Bank, BVI and Dr. Huang  34 ARTICLE VIII ADDITIONAL AGREEMENTS  34 8.1. Regulatory Matters  34 8.2. No Solicitation  35 8.3. Access to Information  36 8.4. Confidentiality  37 8.5. Notification of Certain Matters  37 8.6. Employee Benefit Plans  37 8.7. Indemnification  37 8.8. Registration Rights, Lock-Up and Standstill Agreement  39 8.9. Agreement to Retain Company Percentage Interests and BVI Common Stock  39 
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**TABLE OF CONTENTS**(continued)       **Page** 8.10. Employees  39 8.11. Insurance  39 8.12. Bonus Payments  39 8.13. Reasonable Efforts; Additional Agreements  40 ARTICLE IX CONDITIONS PRECEDENT  41 9.1. Conditions to Obligations of UCBH, Buyer and the Company to Effect the Merger  41 9.2. Conditions to Obligations of UCBH and Buyer  42 9.3. Conditions to Obligations of the Company  44 9.4. Frustration of Closing Conditions  45 ARTICLE X TERMINATION AND AMENDMENT  45 10.1. Termination  45 10.2. Effect of Termination  47 10.3. Amendment  48 10.4. Extension; Waiver  48 ARTICLE XI GENERAL PROVISIONS  48 11.1. Nonsurvival of Representations and Warranties, Covenants and Agreements  48 11.2. Expenses  48 11.3. Notices  48 11.4. Interpretation  50 11.5. Counterparts  50 11.6. Entire Agreement  50 11.7. Governing Law  51 11.8. Enforcement of Agreement  51 11.9. Severability  51 11.10. Publicity  51 11.11. Assignment; No Third Party Beneficiaries  51 11.12. Fax Signatures  51 
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**TABLE OF CONTENTS**(continued)       **Page**      APPENDIX I – DefinitionsEXHIBIT A – Form of Plan and Agreement of MergerEXHIBIT B – Form of Certificates of ApprovalEXHIBIT C – Form of Plan of Merger and CertificatesEXHIBIT D – Form of Delaware Certificate of MergerEXHIBIT E – Form of Registration Rights, Lock-Up and Standstill AgreementEXHIBIT F – Forms of Tax Representation Letters
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**AGREEMENT AND PLAN OF MERGER**     This AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2007 (this “Agreement”), is enteredinto by and among UCBH Holdings, Inc., a Delaware corporation registered under the Bank HoldingCompany Act of 1956, as amended (“UCBH”), UCB Merger II, LLC, a Delaware limited liability companyand a wholly owned Subsidiary of UCBH (“Buyer”), CAB Holding, LLC, a Delaware limited liabilitycompany registered under the Bank Holding Company Act of 1956, as amended (the “Company”), CABInternational Holding Limited, a British Virgin Islands company and the sole holder of all of theCompany Percentage Interests (as defined below) (“BVI”), and Dr. Paul Shi H. Huang, (“Dr. Huang”),the sole holder of all of the issued and outstanding shares of BVI Common Stock (as defined below),and, for purposes of Articles III, IV and VIII and Section 7.3 only, The Chinese American Bank, aNew York state-chartered bank (the “Bank”), and, for purposes of Section 8.13(e) only, UnitedCommercial Bank, a California state-chartered bank (“UCB”) and The China Safe Deposit Company, aNew York corporation.     WHEREAS, the boards of directors of UCBH and BVI, the managing member of the Company, and themanager of Buyer have determined that it is in the best interests of their respective companies andtheir shareholders or the sole member, as the case may be, to consummate the business combinationtransaction provided for herein in which the Company will, subject to the terms and conditions setforth herein, merge with and into Buyer, with Buyer being the surviving entity (the “Merger”), andDr. Huang has determined that it is in his best interests to consummate the Merger;     WHEREAS, UCBH contemplates that, following the Merger and at its sole and unilateraldiscretion, UCBH shall effect a sideways merger of the Bank, a wholly owned subsidiary of theCompany prior to the Merger and a wholly-owned subsidiary of Buyer following the Merger, with andinto UCBH’s banking subsidiary, UCB, as the surviving company, as provided for in agreements andcertificates in substantially the forms attached hereto as Exhibits A, B and C;     WHEREAS, the parties intend for the Merger to constitute a reorganization within the meaningof Section 368(a) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulationsthereunder (collectively, the “Code”); and     WHEREAS, the parties desire to make certain representations, warranties and agreements inconnection with the Merger and also to prescribe certain conditions to the Merger.     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties andagreements contained herein, and intending to be legally bound hereby, the parties agree asfollows:**ARTICLE I****THE MERGER**     1.1. Definitions. In addition to those terms defined throughout this Agreement, thedefined terms used herein have the meanings set forth on Appendix I hereto.     1.2. The Merger. Subject to the terms and conditions of this Agreement, in accordancewith applicable provisions of the NYBL, the NYBCL, the CFC, the DLLCA and the Bank Holding CompanyAct of 1956, as amended and the Riegle-Neal Banking and Branching Efficiency Act of 1994, at theEffective Time, the Company shall merge with and into Buyer. Buyer shall be the surviving company(hereinafter sometimes called the “Surviving Company”) in the Merger. The name of the SurvivingCompany shall be “UCB Merger II, LLC.” Upon consummation of the Merger, theseparate legal
 

 
existence of the Company shall terminate. The parties hereby adopt thisAgreement as a “plan of reorganization” within the meaning of Section 368 of the Code and theTreasury Regulations thereunder.     1.3. Closing; Effective Time.          (a) Closing. Subject to the terms and conditions of this Agreement, the closing ofthe Merger (the “Closing”) will take place at the close of business or other agreed time on thefifth business day after the latest to occur of the conditions set forth in Article IX hereof(other than those conditions which relate to actions to be taken at the Closing) having been waivedor satisfied (the “Closing Date”), at the offices of Squire, Sanders & Dempsey L.L.P., One MaritimePlaza, Suite 300, San Francisco, California 94111-3492 unless another time, date or place is agreedto in writing by the parties hereto.          (b) Effective Time. Subject to the provisions of this Agreement, a certificate ofmerger complying with the applicable provisions of Section 18-209 of the DLLCA (the “DelawareCertificate of Merger”), in substantially the form attached hereto as Exhibit D, shall be dulyexecuted and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary”),on the Closing Date by the Company and Buyer. The Merger shall become effective at such time asthe filing with the Delaware Secretary of the Delaware Certificate of Merger becomes effective (the“Effective Time”).     1.4. Effects of the Merger. At and after the Effective Time, the Merger shall havethe effects set forth in Section 18-209(g) of the DLLCA. Without limiting the generality of theforegoing, and subject thereto, at the Effective Time, all the properties, rights, privileges,powers and franchises of the Company shall vest in the Surviving Company, and all debts,liabilities and duties of the Company shall become the debts, liabilities and duties of theSurviving Company, and the Surviving Company shall be a wholly owned Subsidiary of UCBH.     1.5. Conversion of Company Percentage Interests.          (a) At the Effective Time, subject to the exceptions and limitations set forth in Article IIhereof, all Company Percentage Interests issued and outstanding immediately prior to the EffectiveTime shall, by virtue of this Agreement and without any action on the part of the holder thereof,be cancelled and cease to exist and be converted into the right to receive the aggregate of theCash Amount and the Stock Amount (in the aggregate, the “Merger Consideration”).          (b) Notwithstanding any other provision of this Agreement, the number of shares of UCBH CommonStock delivered as Merger Consideration shall not be less than such number of shares of UCBH CommonStock as would cause the value of such shares of UCBH Common Stock to equal forty percent (40%) ofthe sum of (x) the value of such shares of UCBH Common Stock plus (y) the Cash Amount. If therequirement set forth in the preceding sentence would not otherwise be satisfied, then the totalnumber of shares of UCBH Common Stock delivered as Merger Consideration shall be increased and theCash Amount shall be correspondingly decreased to the minimum extent necessary to satisfy suchrequirement; provided, that the total value of the Merger Consideration (after taking into accountthe increase in the number of shares of UCBH Common Stock and the corresponding decrease in theCash Amount pursuant to this Section 1.5(b)) shall remain the same as the total value of the MergerConsideration would have been had no adjustments been made pursuant to this Section 1.5(b). Forpurposes of this Section 1.5(b), the value of each share of UCBH Common Stock included in theMerger Consideration shall be determined in such manner and as of such date as is required byapplicable federal income tax laws and regulations (including Section 368 of the Code).
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     1.6. UCBH Capital Stock; Buyer Interests. Each share of UCBH Capital Stock issued andoutstanding immediately prior to the Effective Time shall remain outstanding and shall not beconverted or otherwise affected by the Merger. The membership interest of Buyer outstandingimmediately prior to the Effective Time shall remain outstanding and shall not be converted orotherwise affected by the Merger.     1.7. Certificate of Formation. At the Effective Time, the Certificate of Formation ofBuyer, as in effect at the Effective Time, shall be the Certificate of Formation of the SurvivingCompany.     1.8. Limited Liability Company Agreement. At the Effective Time, the LimitedLiability Company Agreement of Buyer, as in effect immediately prior to the Effective Time, shallbe the Limited Liability Company Agreement of the Surviving Company until thereafter amended inaccordance with applicable law.     1.9. Managers and Officers. The managers and officers of Buyer immediately prior tothe Effective Time shall be the managers and officers of the Surviving Company, each to hold officein accordance with the Certificate of Formation and Limited Liability Company Agreement of Buyeruntil their respective successors are duly elected or appointed and qualified.     1.10. Approval by BVI and Dr. Huang.          (a) BVI, being the holder of all the Company Percentage Interests, hereby approves of theMerger and all the transactions contemplated hereby and hereby consents to the consummation of thetransactions contemplated hereby. This Section 1.10(a) shall be deemed a written consent of themembers of the Company, dated the date of this Agreement, made pursuant to the authority of themembers of the Company to act without a meeting in accordance with Section 18-302(d) of the DLLCA.All approvals and consents set out in this Section 1.10(a) shall have the same force and effect asif they were made or adopted at a validly noticed meeting of the members of the Company and shallnot be modified or rescinded and shall be in full force and effect as of the Closing Date.          (b) Dr. Huang, being the holder of all the issued and outstanding shares of BVI Common Stock,hereby approves of the Merger and all the transactions contemplated hereby and hereby consents tothe consummation of the transactions contemplated hereby. This Section 1.10(b) shall be deemed awritten consent of the shareholder of BVI, dated the date of this Agreement, made pursuant to theauthority of the shareholder of BVI to act without a meeting in accordance with Article 88 of theBritish Virgin Islands Business Companies Act, 2004. All approvals and consents set out in thisSection 1.10(b) shall have the same force and effect as if they were made or adopted at a validlynoticed meeting of the shareholder of the BVI and shall not be modified or rescinded and be fullforce and effect as of the Closing Date.**ARTICLE II****DELIVERY OF MERGER CONSIDERATION**     2.1. Cash Amount Adjustment.          (a) The Cash Amount shall be decreased in accordance with Section 2.1(d) below if theAppraised Properties are conclusively appraised in accordance with Section 2.1(b)-(c) below to havea fair market value less than $30,000,000.
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          (b) Within twenty-five (25) days after the date hereof, the Company shall deliver to UCBH, atthe Company’s sole expense, an appraisal of the fair market value of the Company’s real propertiesat 77 Bowery, New York, NY 10002 and 38-05 Union Street, Flushing, NY 11354 (the “AppraisedProperties”). If UCBH reasonably deems such appraisal to be satisfactory, such appraisal shall bedeemed to set forth conclusively the fair market value of the Appraised Properties. If suchappraisal is not reasonably satisfactory to UCBH, UCBH shall, within twenty-five (25) days ofreceipt of the appraisal from the Company, obtain its own appraisal, at UCBH’s sole expense, of thefair market value of the Appraised Properties. The Company and UCBH shall cooperate fully with theother’s appraiser, including providing all information necessary or appropriate to an appraisal, asrequested by either appraiser. All information provided to one appraiser shall be provided to bothappraisers, the Company and UCBH. Unless the higher of the appraised values obtained by theCompany and UCBH is more than one hundred five percent (105%) of the lower appraised value, the twoappraised values shall be averaged, and such average shall be deemed to conclusively establish thefair market value of the Appraised Properties.          (c) If the higher of the appraised values obtained by the Company and UCBH is more than onehundred five percent (105%) of the lower appraised value, a third appraiser shall be appointed bythe first two appraisers. The fee for the third appraiser shall be paid equally by the Company andUCBH, provided that such fee shall not materially exceed the average of the fee paid to the twoinitial appraisers, who shall cooperate fully with such third appraiser. If all three appraisersagree on a fair market value after consultation, such agreed value shall be deemed conclusively tobe the fair market value of the Appraised Properties. If all three appraisers cannot agree on afair market value after consultation, the third appraiser shall, after conducting an independentappraisal of the Appraised Properties, provide an independent fair market value of the AppraisedProperties, which value may not be in the form of a range of values but shall be a fixed value.The conclusively appraised fair market value of the Appraised Properties shall be deemed to be theaverage of all three appraisals, with the third appraiser’s finding weighted at twice the findingof the initial two appraisers.          (d) If the Appraised Properties are conclusively appraised in accordance with Section2.1(b)-(c) above to have a fair market value less than $30,000,000, the Cash Amount shall bedecreased by an amount equal to the product of (i) the difference between $30,000,000 and theconclusively appraised fair market value, and (ii) 0.60, which amount shall be confirmed in writingby UCBH, Buyer and the Company.     2.2. Transfer of Company Percentage Interests.     BVI shall provide UCBH appropriate and necessary documentation enabling BVI to establish, ifapplicable, an exemption from tax withholding in connection with payment of the MergerConsideration to BVI, accompanied by documents transferring to Buyer all right, title and interestof BVI to and in all of the Company Percentage Interests. Upon delivery of documents transferringto Buyer all right, title and interest in and to all of the Company’s Percentage Interests,together with properly completed and duly executed documentation enabling BVI to establish, ifapplicable, an exemption from tax withholding in connection with payment of the MergerConsideration to BVI, BVI shall be entitled to receive in exchange therefor the MergerConsideration (subject to the provisions of Section 2.3 hereof).     2.3. Conversion Procedures.          (a) If UCBH shall, at any time before the Effective Time:               (i) declare a dividend in UCBH Common Stock with a record date on or prior to the ClosingDate;
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               (ii) combine the outstanding shares of UCBH Common Stock into a smaller number of shares;               (iii) resolve to effect a split or subdivide the outstanding shares of UCBH Common Stock witha record date on or prior to the Closing Date; or               (iv) reclassify UCBH Common Stock;then, in any such event, the Stock Amount shall be adjusted so that BVI shall be entitled toreceive such number of shares of UCBH Common Stock as BVI would have been entitled to receive as aresult of such event if the Effective Time had occurred prior to the happening of such event.          (b) From and after the Effective Time, UCBH shall pay to BVI any dividends or otherdistributions of any kind that are declared payable to holders of record of UCBH Common Stock.UCBH, Buyer or the Company shall be entitled to deduct and withhold from the Merger Considerationotherwise payable pursuant to this Agreement such cash amounts as UCBH, Buyer or the Company arerequired to deduct and withhold under the Code, or any provision of state, local or foreign lawwith respect to the making of such payment. To the extent the amounts are so withheld by UCBH,Buyer or the Company such withheld amounts shall be treated for all purposes of this Agreement ashaving been paid to BVI.**ARTICLE III****DISCLOSURE SCHEDULES; REPRESENTATIONS****AND WARRANTIES OF THE COMPANY, THE BANK, BVI, DR. HUANG AND UCBH**     3.1. Disclosure Schedule. Prior to the execution and delivery of this Agreement, theCompany, the Bank, BVI and Dr. Huang have delivered to UCBH, and UCBH has delivered to the Company,a schedule (in the case of the Company, the Bank, BVI and Dr. Huang, the “Company DisclosureSchedule,” and in the case of UCBH, the “UCBH Disclosure Schedule”) setting forth, among otherthings, items the disclosure of which is necessary or appropriate either in response to an expressdisclosure requirement contained in a provision hereof or as an exception to one or more of suchparty’s representations or warranties contained in Article IV, in the case of the Company, theBank, BVI and Dr. Huang, or Article V, in the case of UCBH, or to one or more of such party’scovenants contained in Article VII.**ARTICLE IV****REPRESENTATIONS AND WARRANTIES OF THE COMPANY, THE BANK, BVI AND DR. HUANG**     Except as set forth in the Company Disclosure Schedule, the Company, the Bank, BVI and Dr.Huang, hereby represent and warrant, jointly and severally, to UCBH, as of the date hereof and asof the Closing Date, as follows:     4.1. Corporate Organization.          (a) The Company.
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               (i) The Company is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware, and is a registered bank holding company underthe Bank Holding Company Act of 1956, as amended. The Certificate of Formation and LimitedLiability Company Agreement of the Company, copies of which have previously been made available toUCBH, are true, correct and complete copies of such documents as in effect as of the date of thisAgreement. The Company does not have a predecessor.               (ii) The Company (A) has all requisite corporate power and authority to own or lease all ofits properties and assets and to carry on its business as it is now being conducted, and (B) isduly licensed or qualified to do business in each jurisdiction in which the nature of the businessconducted by it or the character or location of the properties and assets owned or leased by itmakes such licensing or qualification necessary, except where the failure to be so licensed orqualified would not have a Material Adverse Effect on the Company.               (iii) The Company does not have, and never has had, any direct or indirect Subsidiaries otherthan the Bank and The China Safe Deposit Company. Except as set forth in Section 4.1(b)(iii) of theCompany Disclosure Schedule, the Company does not currently own or control, directly or indirectly,any equity interest (or any debt interest convertible into an equity interest) in any othercorporation, partnership, trust, joint venture, limited liability company, association, or otherbusiness entity other than the Bank and The China Safe Deposit Company. Except as set forth inSection 4.1(b)(iii) of the Company Disclosure Schedule, the Company is not a participant in anyjoint venture, partnership or similar arrangement.               (iv) The existing limited liability company records of the Company contain true, correct,complete and accurate records of all meetings and other limited liability company actions held ortaken since September 11, 2001 of its members and managing member. All limited liability companyrecords of the Company existing on September 11, 2001, including record books containing records ofall meetings and other limited liability company actions held or taken prior to or on September 11,2001, were destroyed in the collapse of the World Trade Center buildings in New York City on thatdate. Such limited liability company records were prepared in the ordinary course of business,consistent with the limited liability company records of bank holding companies having nooperations and no assets other than beneficial or record ownership of equity of a bank and, were itnot for their destruction, would be consistent with the other representations and warrantiescontained herein regarding limited liability company records of the Company.          (b) The Bank.               (i) The Bank is a New York state-chartered bank duly organized, duly licensed, validlyexisting and in good standing under the corporate and banking laws of the State of New York. TheBank is not a member of the FRB. The deposit accounts of the Bank are insured by the FDIC to thefullest extent permitted by law, and all premiums and assessments required to be paid in connectiontherewith have been paid when due. The Organization Certificate and Bylaws of the Bank, copies ofwhich have previously been made available to UCBH, are true, correct and complete copies of suchdocuments as in effect as of the date of this Agreement. The Bank does not have a predecessor.               (ii) The Bank (A) has all requisite corporate power and authority to engage in the business ofcommercial banking and to own or lease all of its properties and assets and to carry on itsbusiness as it is now being conducted, (B) is duly licensed or qualified to do business in eachjurisdiction in which the nature of the business conducted by it or the character or location ofthe properties and assets owned or leased by it makes such licensing or qualification necessary,except where the failure to be so
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licensed or qualified would not have a Material Adverse Effect and (C) has all requisite legalauthority and bank regulatory good standing to consummate a merger or consolidation with and intoBuyer.               (iii) The Bank does not have any Subsidiaries other than The China Safe Deposit Company.Except as set forth in Section 4.1(b)(iii) of the Company Disclosure Schedule, the Bank does notcurrently own or control, directly or indirectly, any equity interest (or any debt interestconvertible into an equity interest) in any other corporation, partnership, trust, joint venture,limited liability company, association, or other business entity other than The China Safe DepositCompany. Except as set forth in Section 4.1(b)(iii) of the Company Disclosure Schedule, the Bankis not a participant in any joint venture, partnership or similar arrangement.               (iv) The minute books of the Bank contain true, correct, complete and accurate records of allmeetings and other corporate actions held or taken since the Bank’s incorporation of itsshareholder and board of directors (including committees of its board of directors).               (v) The FDIC premiums assessed to the Bank for the year ended December 31, 2005 were $130,474.          (c) The China Safe Deposit Company.               (i) The China Safe Deposit Company is a New York corporation duly incorporated, validlyexisting and in good standing under the corporate law of the State of New York**.**The OrganizationCertificate and Bylaws of The China Safe Deposit Company, copies of which have previously been madeavailable to UCBH, are true and correct and complete copies of such documents as in effect as ofthe date of this Agreement. The China Safe Deposit Company does not have a predecessor.               (ii) The China Safe Deposit Company (A) has all requisite corporate power and authority tocarry on the business as it is now being conducted and to own or lease all of its properties andassets, and (B) is duly licensed or qualified to do business in each jurisdiction in which thenature of the business conducted by it or the character or location of the properties and assetsowned or leased by it makes such licensing or qualification necessary, except where the failure tobe so licensed or qualified would not have a Material Adverse Effect.               (iii) The China Safe Deposit Company does not have any Subsidiaries. The China Safe DepositCompany does not currently own or control, directly or indirectly, any equity interest (or any debtinterest convertible into an equity interest) in any other corporation, partnership, trust, jointventure, limited liability company, association, or other business entity. The China Safe DepositCompany is not a participant in any joint venture, partnership or similar arrangement.               (iv) The minute books of The China Safe Deposit Company contain true, correct, complete andaccurate records of all meetings and other corporate actions held or taken since the incorporationof The China Safe Deposit Company of its shareholder and board of directors (including committeesof its board of directors).     4.2. Capitalization.          (a) The authorized capital of the Company consists of 100 Company Percentage Interests. As ofthe date of this Agreement, there are (i) 100 Company Percentage Interests issued and outstanding,all of which are owned by BVI and clear of any Liens, and (ii) no Company Percentage Interestsauthorized but unissued. No person other than BVI owns any ownership interest in the Company. Allof the issued and outstanding Company Percentage Interests have been duly authorized
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and validly issued and are fully paid, nonassessable and free of preemptive rights, with nopersonal liability attaching to the ownership thereof. The Company does not have and is not boundby any outstanding subscriptions, options, warrants, calls, commitments or agreements of anycharacter calling for the purchase or issuance of any Company Percentage Interests or any otherequity security of the Company or any securities representing the right to purchase or otherwisereceive any Company Percentage Interests or any other equity security of the Company. The Companydoes not have a stock option plan or other equity incentive plan. The existing limited liabilitycompany records of the Company, containing a list of all current and former members of the Companyand their membership interests, a copy of which limited liability company records has previouslybeen made available to UCBH, is a true and correct and complete copy of such limited liabilitycompany records as of the date of this Agreement and accurately reflects the members of record ofthe Company.          (b) The authorized capital stock of the Bank consists of 209,988 shares of common stock, parvalue $10.00 per share (the “Bank Common Stock”). As of the date of this Agreement, there are (i)209,988 shares of Bank Common Stock issued and outstanding, all of which are owned by the Companyfree and clear of any Liens, and (ii) no shares of Bank Common Stock reserved for issuance uponexercise of outstanding stock options or otherwise. All of the issued and outstanding shares ofBank Common Stock have been duly authorized and validly issued and are fully paid, nonassessable(except as otherwise provided in Section 630 of the NYBCL) and free of preemptive rights, with nopersonal liability attaching to the ownership thereof (except as otherwise provided in Section 630of the NYBCL). The Bank does not have and is not bound by any outstanding subscriptions, options,warrants, calls, commitments or agreements of any character calling for the purchase or issuance ofany shares of Bank Common Stock or any other equity security of the Bank or any securitiesrepresenting the right to purchase or otherwise receive any shares of Bank Common Stock or anyother equity security of the Bank. The Bank does not have a stock option plan or other equityincentive plan. The share journal and stock transfer ledger of the Bank, a copy of which haspreviously been made available to UCBH, is a true and correct and complete copy of such document asof the date of this Agreement and accurately reflects the shareholder of record of the Bank. TheBank became a Subsidiary of the Company in a transaction effective December 31, 1998 for which ithad received all required approvals by the Board of Governors of the FRB, the Federal DepositInsurance Corporation, and the New York Superintendent of Banks.          (c) The authorized capital stock of The China Safe Deposit Company consists of 1,000 shares ofcommon stock, par value $100 per share (the “CSD Common Stock”). As of the date of this Agreement,there are (i) 1,000 shares of CSD Common Stock issued and outstanding, all of which are owned bythe Bank free and clear of any Liens, and (ii) no shares of CSD Common Stock reserved for issuanceupon exercise of outstanding stock options or otherwise. All of the issued and outstanding sharesof CSD Common Stock have been duly authorized and validly issued and are fully paid, nonassessable(except as otherwise provided in Section 630 of the NYBCL) and free of preemptive rights, with nopersonal liability attaching to the ownership thereof. The China Safe Deposit Company does nothave and is not bound by any outstanding subscriptions, options, warrants, calls, commitments oragreements of any character calling for the purchase or issuance of any shares of CSD Common Stockor any other equity security of The China Safe Deposit Company or any securities representing theright to purchase or otherwise receive any shares of CSD Common Stock or any other equity securityof The China Safe Deposit Company. The China Safe Deposit Company does not have a stock optionplan or other equity incentive plan. The share journal and stock transfer ledger of The China SafeDeposit Company, a copy of which has previously been made available to UCBH, is a true and correctand complete copy of such document as of the date of this Agreement and accurately reflects theshareholder of record of The China Safe Deposit Company. The China Safe Deposit Company became aSubsidiary of the Company in a transaction effective December 31, 1998.
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     4.3. Authority; No Violation.          (a) Each of the Company and the Bank has full power and authority to execute and deliver thisAgreement and to consummate the transactions contemplated hereby. The execution and delivery ofthis Agreement and the consummation of the transactions contemplated hereby have been duly andvalidly approved by the managing member of the Company and the board of directors of the Bank. Nolimited liability company or corporate proceedings on the part of the Company or the Bank,respectively, are necessary to approve this Agreement and to consummate the transactionscontemplated hereby, except as have been previously obtained. This Agreement has been duly andvalidly executed and delivered by the Company and the Bank, and (assuming due authorization,execution and delivery by UCBH and Buyer) this Agreement constitutes a valid and binding obligationof each of the Company and the Bank, enforceable against each of the Company and the Bank inaccordance with its terms, except as enforcement may be limited by general principles of equitywhether applied in a court of law or a court of equity and by bankruptcy, insolvency and similarlaws affecting creditors’ rights and remedies generally.          (b) Neither the execution and delivery of this Agreement by the Company or the Bank, nor theconsummation by the Company or the Bank of the transactions contemplated hereby, nor compliance bythe Company or the Bank with any of the terms or provisions hereof, will (i) violate any provisionof the Certificate of Formation, Limited Liability Company Agreement, Organization Certificate orBylaws, as the case may be, of the Company or any of the Company’s Subsidiaries, or (ii) assumingthat the consents and approvals referred to in Section 4.4 hereof are duly obtained, (x) violateany statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunctionapplicable to the Company or any of the Company’s Subsidiaries or to any of their properties orassets, or (y) except as set forth on Section 4.3(b) of the Company Disclosure Schedule, violate,conflict with, result in a breach of any provision of or the loss of any benefit under, constitutea default (or an event which, with notice or lapse of time, or both, would constitute a default)under, result in the termination of or a right of termination or cancellation under, accelerate theperformance required by, or result in the creation of any lien, pledge, security interest, chargeor other encumbrance (a “Lien”) upon any of the properties or assets of the Company or any of theCompany’s Subsidiaries under any of the terms, conditions or provisions of any note, bond,mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument orobligation to which the Company or any of the Company’s Subsidiaries is a party, or by which theCompany or any of the Company’s Subsidiaries or any of their properties or assets may be bound oraffected.     4.4. Consents and Approvals.          (a) Except for (i) the filing by UCBH of any necessary application with the FRB under the BankHolding Company Act of 1956, as amended (the “FRB Application”), and approval or waiver of suchapplication, (ii) the filing of an application with the FDIC under the Bank Merger Act and theRiegle-Neal Banking and Branching Efficiency Act of 1994 (the “FDIC Application”) and approval ofsuch application, (iii) the filing of applications and/or notices or notification filings, as maybe required under applicable law, with the CADFI, the NYSBD, and the Federal Reserve Bank of NewYork (the “State Banking Approvals and Notices”), (iv) the filing of the Delaware Certificate ofMerger with the Delaware Secretary, (v) the filing in the offices of the California Secretary ofState and the California Commissioner of Financial Institutions pursuant to CFC Section 4887(b) ofa Plan and Agreement of Merger and Certificates of Approval in substantially the forms attachedhereto as Exhibits A and B, respectively, (vi) the filings in the offices of such officials of theState of New York and its political subdivisions as may be necessary or proper to effect andevidence the transactions contemplated hereby, including the New York Superintendent of Banks of aPlan of Merger and Certificates in substantially the form attached hereto as Exhibit C, (vii)filings evidencing compliance with applicable state and federal securities laws, and (viii) suchfilings, authorizations or approvals as are set forth in Section 4.4 of the
9

 
Company Disclosure Schedule, no consents or approvals of or filings or registrations with anycourt, administrative agency or commission or other governmental authority or instrumentality(each, a “Governmental Entity”) or with any third party are necessary in connection with theexecution and delivery by the Company and the Bank of this Agreement or the consummation by theCompany and the Bank of the Merger and the other transactions contemplated hereby.          (b) Except for the filings identified in Section 4.4(a) above, each of the Company and theBank has taken all action required to be taken by it in order to exempt this Agreement and thetransactions contemplated hereby from, and this Agreement and the transactions contemplated herebyare exempt from, the requirements of any applicable “moratorium,” “control share,” “fair price,”“affiliate transaction,” “business combination” or other anti-takeover laws and regulations of anystate (collectively, “Takeover Laws”). Each of the Company and the Bank has taken all actionrequired to be taken by it in order to make this Agreement and the transactions contemplated herebycomply with, and this Agreement and the transactions contemplated hereby do comply with, therequirements of any provision in its Certificate of Formation, Limited Liability Company Agreement,Organization Certificate or Bylaws, as the case may be, concerning “business combination,” “fairprice,” “voting requirement,” “constituency requirement” or other related provisions (collectively,“Takeover Provisions”).     4.5. Regulatory Reports.          (a) Each of the Company and the Bank has timely filed all reports, registrations andstatements, together with any amendments required to be made with respect thereto, that it wasrequired to file since December 31, 2001 with (i) the FRB, (ii) the FDIC, and (iii) the NYSBD orany other state banking commission or any other state regulatory authority (each a “RegulatoryAgency”), and has paid all fees and assessments due and payable in connection therewith. Exceptfor (i) normal examinations conducted by a Regulatory Agency in the regular course of the businessof the Company or any of the Company’s Subsidiaries, and (ii) as set forth in Section 4.5(a) of theCompany Disclosure Schedule, no Regulatory Agency has initiated any proceeding or, to the knowledgeof the Company or any of the Company’s Subsidiaries, any investigation into the business oroperations of the Company or any of the Company’s Subsidiaries since December 31, 2001. Except asset forth in Section 4.5(a) of the Company Disclosure Schedule, there is no unresolved materialviolation, criticism, or exception by any Regulatory Agency with respect to any report or statementrelating to any examinations of the Company or any of the Company’s Subsidiaries.          (b) Section 4.5(b) of the Company Disclosure Schedule sets forth each written communicationprovided (whether by U.S. mail, electronic mail, private courier or otherwise) by the Bank to theCompany, and each communication provided (whether by U.S. mail, electronic mail, private courier orotherwise) by the Company to BVI, since December 31, 2002, copies of which the Company haspreviously made available to UCBH. Neither the Company nor the Bank has registered any capitalstock or transactions with the SEC under the Securities Act, and neither the Company nor the Bankis required to register with or file any reports with the SEC under Section 12, 13 or 15 of theExchange Act. No enforcement action has been initiated against the Company or the Bank by the SECor the FDIC relating to disclosures contained in any communication of the Bank to the Company orthe Company to BVI.     4.6. Financial Statements.          (a) The Company has previously made available to UCBH copies of the unaudited Company-preparedfinancial reports of the Company and its Subsidiaries as of December 31 for the fiscal years 2003through 2005, in each case as filed with the Federal Reserve Bank of New York with anyconsolidating adjustments. The September 30, 2006 unaudited Company-prepared consolidated
10

 
balance sheet of the Company and the Company’s Subsidiaries fairly presents the consolidatedfinancial position of the Company and the Company’s Subsidiaries as of the date thereof (subject torecurring audit adjustments normal in nature and amount and the disclosures made in theaccompanying letter of the Company’s independent registered public accountant) as of September 30,2006. Such consolidated balance sheet complies with applicable accounting requirements and hasbeen prepared in accordance with GAAP (subject to the disclosures made in the accompanying letterof the Company’s independent registered public accountant). The books and records of the Companyhave been, and are being, maintained in accordance with regulatory accounting practices and anyother applicable legal and accounting requirements and reflect only actual transactions. TheCompany has not changed its methods of accounting in effect at September 30, 2006, except asrequired by changes in GAAP or regulatory accounting practices as concurred to by the Company’sindependent registered public accountant. The Company has never had any operations other than itsacquisition and ownership of shares of Bank Common Stock and, except as set forth on Section 4.6(a)of the Company Disclosure Schedule, has never owned any assets other than cash, cash equivalentsand shares of Bank Common Stock.          (b) The Company has previously made available to UCBH copies of the consolidated balancesheets of the Bank and its Subsidiary as of December 31 for the fiscal years 2002 through 2005 andthe related consolidated statements of income, consolidated statements of changes in shareholders’equity and consolidated statements of cash flows for the fiscal years 2002 through 2005, in eachcase accompanied by the audit report of the Bank’s independent registered public accountants. TheDecember 31, 2005 consolidated balance sheet of the Bank and its Subsidiary (including the relatednotes, where applicable) fairly presents the financial position of the Bank and its Subsidiary asof the date thereof, and the other consolidated financial statements referred to in this Section4.6 (including the related notes, where applicable) fairly present (subject, in the case of theunaudited statements, to recurring audit adjustments normal in nature and amount) the results ofthe operations and financial position of the Bank and its Subsidiary for the respective fiscalperiods or as of the respective dates therein set forth; each of such consolidated statements,(including the related notes, where applicable) complies with applicable accounting requirements;and each of such consolidated statements (including the related notes, where applicable) has beenprepared in accordance with GAAP consistently applied during the periods involved, except asindicated in the notes thereto. The books and records of the Bank and its Subsidiary have been,and are being, maintained in accordance with GAAP and any other applicable legal and accountingrequirements and reflect only actual transactions. The unaudited Bank-prepared financialstatements of the Bank as of September 30, 2006 fairly present the financial condition of the Bankas of that date, in accordance with regulatory accounting practices. The Bank has not changed itsmethods of accounting in effect at December 31, 2005, except as required by changes in GAAP orregulatory accounting practices as concurred to by the Bank’s independent registered publicaccountants.     4.7. Broker’s Fees. None of the Company or any of the Company’s Subsidiaries or anyof their officers or directors has employed any broker or finder or incurred any liability for anybroker’s fees, commissions or finder’s fees in connection with any of the transactions contemplatedby this Agreement.     4.8. Absence of Certain Changes or Events.          (a) Since December 31, 2005, there has been no change or development or combination of changesor developments which, individually or in the aggregate, has had or is reasonably likely to have aMaterial Adverse Effect on the Company or any of the Company’s Subsidiaries.          (b) Without limiting the generality of Section 4.8(a) hereof, since December 31, 2005, each ofthe Company and the Company’s Subsidiaries has conducted its business only in the ordinary courseof business consistent with past practice and there has not been any:
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               (i) change in the authorized or issued Company Percentage Interests or the capital stock ofany of the Company’s Subsidiaries; grant by the Company or any of the Company’s Subsidiaries of anyCompany Percentage Interests or stock option or right to purchase Company Percentage Interests orshares of capital stock of any of the Company’s Subsidiaries; issuance of any security convertibleinto Company Percentage Interests or shares of capital stock of any of the Company’s Subsidiaries;grant of any registration rights; purchase, redemption, retirement, or other acquisition by theCompany or any of the Company’s Subsidiaries of any Company Percentage Interests or shares ofcapital stock of any of the Company’s Subsidiaries; or declaration or payment of any dividend orother distribution or payment in respect of Company Percentage Interests or shares of capital stockof any of the Company’s Subsidiaries;               (ii) amendment to the Certificate of Formation, Limited Liability Company Agreement,Organization Certificate or Bylaws, as the case may be, of the Company or any of the Company’sSubsidiaries;               (iii) increase in the wages, salaries, compensation, pension, or other fringe benefits orperquisites payable to any employee, shareholder, officer or director of the Company or any of theCompany’s Subsidiaries from the amount thereof in effect as of December 31, 2005 (except asdisclosed in Section 4.8(b)(iii) of the Company Disclosure Schedule), grant of any severance ortermination pay, entry into any contract to make or grant any severance or termination pay, orpayment of any bonus (except increases, grants, arrangements and payments in the ordinary course ofbusiness consistent with past practice);               (iv) adoption of, or any increase in the payments to or benefits under, any profit-sharing,bonus (except for bonus payments as disclosed in Section 4.8(b)(iv) of the Company DisclosureSchedule), deferred compensation, savings, insurance, pension, retirement, or other employeebenefit plan for or with any employees of the Company or any of the Company’s Subsidiaries, exceptin the ordinary course of business consistent with past practice or as required by tax law (toqualify thereunder) or otherwise by law;               (v) damage to or destruction or loss of any asset or property of the Company or any of theCompany’s Subsidiaries, whether or not covered by insurance, materially and adversely affecting thebusiness, results of operations or financial condition of the Company or any of the Company’sSubsidiaries;               (vi) entry into, termination of, or receipt of notice of termination of (A) any license,distributorship, dealer, sales representative, joint venture, or similar agreement, or (B) anycontract or transaction not entered into in the ordinary course of business involving a totalremaining commitment by or to the Company or any of the Company’s Subsidiaries of at least $50,000;               (vii) except as set forth in Section 4.8(b)(vii) of the Company Disclosure Schedule, sale(other than sales of inventory or Other Real Estate Owned in the ordinary course of businessconsistent with past practice), lease, or other disposition of any asset or property of the Companyor any of the Company’s Subsidiaries having a fair market value in excess of $50,000 or mortgage,pledge, or imposition of any lien or other encumbrance on any or property of the Company or any ofthe Company’s Subsidiaries having a fair market value in excess of $50,000;               (viii) cancellation or waiver of any claims or rights with a value to the Company or any ofthe Company’s Subsidiaries in excess of $50,000;
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               (ix) strike, work stoppage, slow-down or other labor disturbance, union-organizing activitiesor other union-sponsored activities affecting or targeting the Company or any of the Company’sSubsidiaries;               (x) entry into a collective bargaining agreement, contract or other agreement or understandingwith a labor union or organization affecting the Company or any of the Company’s Subsidiaries; or               (xi) agreement, whether oral or written, by the Company or any of the Company’s Subsidiariesto do or assist with any of the foregoing.     4.9. Legal Proceedings.          (a) Except as set forth in Section 4.9(a) of the Company Disclosure Schedule, neither theCompany nor any of the Company’s Subsidiaries is a party to any, and there are no pending or, tothe knowledge of the Company or any of the Company’s Subsidiaries, threatened, legal,administrative, arbitral or other proceedings, claims, actions or governmental or regulatoryinvestigations of any nature against the Company or any of the Company’s Subsidiaries orchallenging the validity or propriety of the transactions contemplated by this Agreement.          (b) Except as set forth in Section 4.9(b) of the Company Disclosure Schedule, there is, to theknowledge of the Company or any of the Company’s Subsidiaries, no injunction, order, judgment,decree or regulatory restriction imposed upon the Company or any of the Company’s Subsidiaries orany of their respective assets which is not of general application to companies like the Companyand the Company’s Subsidiaries.     4.10. Taxes.          (a) All income, employment and withholding Tax Returns and all other material Tax Returns thatwere required to be filed (taking into account any extensions of time within which to file) by orwith respect to the Company or any of the Company’s Subsidiaries have been duly and timely filed,and all such Tax Returns were and are complete and accurate in all material respects. All Taxesshown to be due on the foregoing Tax Returns or that were otherwise due and payable by the Companyor any of the Company’s Subsidiaries have been timely paid in full. All Taxes that the Company orany of the Company’s Subsidiaries were obligated to withhold from amounts paid or owing to anyemployee, creditor, shareholder or third party have been paid over to the proper GovernmentalEntity in a timely manner, to the extent due and payable. No currently effective extensions orwaivers of statutes of limitation have been given by or requested with respect to the filing of anyTax Returns by or with respect to the Company or any of the Company’s Subsidiaries or theassessment of any Taxes with respect to the Company or any of the Company’s Subsidiaries. Nodeficiencies or adjustments for any Taxes have been proposed or assessed in writing with respect tothe Company or any of the Company’s Subsidiaries, and, to the knowledge of the Company, theCompany’s Subsidiaries and Dr. Huang, no assessment of any deficiency or adjustment in Taxes withrespect to the Company or any of the Company’s Subsidiaries has been threatened by a GovernmentalEntity. There is not now in progress any audit, examination or other proceeding with respect toany Tax Return of the Company or any of the Company’s Subsidiaries, and no Governmental Entity hasnotified the Company or any of the Company’s Subsidiaries that it intends to commence any audit,examination or other proceeding with respect to any Tax Return of the Company or any of theCompany’s Subsidiaries. There are no matters under discussion with any Governmental Entitywith respect to Taxes that could reasonably be expected to result in an additional amount ofTaxes payable by the Company or any of the Company’s Subsidiaries. No Liens for Taxes exist withrespect to any assets or properties of the Company or any of the Company’s Subsidiaries except forstatutory Liens
13

 
for Taxes not yet due and payable. The Company and the Company’s Subsidiaries havedisclosed on their Tax Returns all positions taken therein that could reasonably be expected togive rise to the accuracy-related penalties of Section 6662 or Section 6662A of the Code but foradequate disclosure thereof. The Company has heretofore delivered to UCBH true, correct andcomplete copies of all of the Company’s and the Company’s Subsidiaries’ federal and state TaxReturns for the respective tax years ended December 31, 2001 through December 31, 2005, and noamendments or other changes have been made thereto since the date of such delivery.          (b) The Company has made adequate provision in its unaudited consolidated balance sheet datedSeptember 30, 2006 (in accordance with GAAP) for all unpaid Taxes of the Company and the Company’sSubsidiaries, and the charges, accruals, and reserves with respect to unpaid Taxes on therespective books of the Company and the Company’s Subsidiaries are adequate (as determined inaccordance with GAAP) and are at least equal to the liabilities for unpaid Taxes of the Company andthe Company’s Subsidiaries. Since December 31, 2005, neither the Company nor the Company’sSubsidiaries has incurred any liability for Taxes arising from extraordinary gains or losses (assuch terms are used in GAAP).          (c) The Merger, either by itself or in conjunction with any other transaction that the Companyor any of the Company’s Subsidiaries may have entered into or agreed to, will not give rise to anyliability for Taxes under Section 355(e) of the Code for which the Company or any of the Company’sSubsidiaries may in any way be held liable. Neither the Company nor any of the Company’sSubsidiaries has participated in any transaction that will make the Company or any of the Company’sSubsidiaries in any way liable for any liability for Taxes under Section 355(e) of the Code.          (d) Neither the Company nor any of the Company’s Subsidiaries is now or has ever been a memberof any affiliated, combined, unitary or similar group filing a consolidated, combined, unitary orsimilar federal or state income Tax Return (other than a group the common parent of which is theCompany), and the Company and the Company’s Subsidiaries have no liability for the Taxes of anyother party (other than the Company or the Company’s Subsidiaries) under Treasury Regulations§1.1502-6 (or any similar provision of state, local or foreign law), including as a transferee orsuccessor, by contract, or otherwise. Except as disclosed in Section 4.5(b) of the CompanyDisclosure Schedule, there exists no tax sharing, tax allocation or other similar agreement betweenthe Company or any of the Company’s Subsidiaries and any other party.          (e) No claim has ever been made by an authority in a jurisdiction where the Company or any ofthe Company’s Subsidiaries does not file Tax Returns that the Company or any of the Company’sSubsidiaries is or may be subject to taxation by that jurisdiction, nor, to the knowledge of theCompany, the Company’s Subsidiaries or Dr. Huang, is there any valid basis for any such claim.          (f) Neither the Company nor any of the Company’s Subsidiaries has been a “United States realproperty holding corporation” within the meaning of Section 897 of the Code during the applicableperiod specified in Section 897(c)(1)(A)(ii) of the Code.          (g) The Company and the Company’s Subsidiaries are in compliance in all material respectswith, and their respective records contain all information and documents (including properlycompleted IRS Forms W-9) necessary to comply in all material respects with, all applicableinformation reporting and Tax withholding requirements under federal, state and local Tax laws, andsuchrecords identify with specificity all accounts subject to backup withholding under Section3406 of the Code.
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          (h) The Company is now and has at all times been classified as an association taxable as acorporation for federal income tax purposes. The Company has no excess loss account, as such termis used in Section 1.1502-19 of the Treasury Regulations, with respect to any capital stock of anySubsidiary. Neither the Company nor any of its Subsidiaries has outstanding any items that cangive rise to taxable gain under Section 1.1502-13 of the Treasury Regulations.          (i) BVI’s adjusted tax basis in the Owner Debt, prior to its contribution thereof to theCompany, was, for federal income tax purposes, not less than the outstanding balance thereof.     4.11. Employee Benefit Plans.          (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a true and correct andcomplete list of (i) each incentive compensation plan, deferred compensation plan and equitycompensation plan; (ii) each “welfare” plan, fund or program (within the meaning of Section 3(1) ofERISA); (iii) each “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA);(iv) each employment, termination or severance agreement; and (v) each other employee benefit plan,fund, program, agreement or benefit arrangement that is sponsored or maintained, or to whichcontributions are made or required to be made, by the Company, the Bank or any of the Company’sERISA Affiliates for the benefit of any current or former employee, officer, director or consultant(or any of their dependents) of the Company or the Bank or any of the Company’s ERISA Affiliates(the “Company Plans”).          (b) The Company has heretofore provided or made available to UCBH true and correct andcomplete copies of each of the Company Plans (or, with respect to any Company Plan that isunwritten, a detailed written description of such Company Plan) and each of the followingdocuments, if applicable: (i) the actuarial report for each Company Plan for each of the lastthree (3) years, (ii) the most recent determination letter from the Internal Revenue Service foreach Company Plan, (iii) a copy of the most recent summary plan description required for eachCompany Plan under ERISA, (iv) a copy of the Form 5500 (with attachments) filed with the InternalRevenue Service for each Company Plan for each of the last three (3) years, (v) the most recentsummary annual report for each Company Plan, (vi) all trust agreements, insurance contracts, orfunding instruments related to each Company Plan, (vii) all rulings, no-action letters, or advisoryopinions from any governmental authority with respect to any Company Plan, and (viii) all summarymaterial modifications and employee handbooks regarding Company Plans.          (c) Each of the Company Plans is in compliance in all material respects with the applicableprovisions of the Code and ERISA (including, but not limited to the Health Insurance Portabilityand Accountability Act of 1996, the Uruguay Round Agreements Act, the Small Business Job ProtectionAct of 1996, the Uniformed Services Employment, Reemployment Rights Act of 1994, the TaxpayerRelief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, theCommunity Renewal Tax Relief Act of 2000, the Economic Growth and Tax Relief Reconciliation Act of2001, the American Jobs Creation Act of 2004 and the Pension Protection Act of 2006); each CompanyPlan intended to be “qualified” within the meaning of Section 401(a) of the Code, or the prototypeplan on which any Company Plan is based, has received a favorable determination letter from theIRS; no Company Plan has a material accumulated or waived funding deficiency within the meaning ofSection 412 of the Code; none of the Company, the Bank, or any ERISA Affiliate has incurred,directly or indirectly, any liability to or on account of any Company Plan pursuant to Title IV ofERISA (other than Pension Benefit Guaranty Corporation premiums); no proceedings have beeninstituted by the Pension Benefit Guaranty Corporation to terminate any Company Plan that issubject to Title IV of ERISA; no“reportable event,” as such term is defined in Section 4043(c) of ERISA, has occurred withrespect to any Company Plan (other than a reportable event with respect to which the notice periodhas been waived); and to the knowledge of the Company and the Company’s Subsidiaries, no conditionexists that presents a
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risk to the Company or the Bank of incurring a liability to or on account ofany Company Plan pursuant to Title IV of ERISA; no Company Plan is a multiemployer plan (within themeaning of Section 4001(a)(3) of ERISA) and no Company Plan is a multiple employer plan as definedin Section 413 of the Code; and there are no pending or, to the knowledge of the Company or any ofthe Company’s Subsidiaries, threatened claims (other than routine claims for benefits) by, onbehalf of or against any of Company Plans or any trusts related thereto. All contributions(including all employer contributions and employee contributions) that have been required to havebeen paid with respect to each Company Plan have been paid within the time required by the CompanyPlan or the Code. Except as required by the Code or law, the consummation of the transactionscontemplated by this Agreement will not accelerate the time of vesting or the time of payment, orincrease the amount, of compensation due to any employee or director of the Company or any of theCompany’s Subsidiaries under any Company Plan. No Company Plan provides for any payment or fundingfor the continuation of medical, dental, life or disability coverage for any employee or formeremployee of the Company or any of the Company’s Subsidiaries for any period of time beyondtermination of service or the end of the current plan year (except to the extent of coveragerequired under the Comprehensive Omnibus Budget Reconciliation Act of 1986, as amended).          (d) Neither the Company nor any of the Company’s Subsidiaries has made or become obligated tomake, nor will UCBH, Buyer, the Company or any of the Company’s Subsidiaries, as a result of anyevent connected with any transaction contemplated hereby and/or any termination of employmentrelated to such transaction, make or become obligated to make, any “excess parachute payment,” asdefined in Section 280G of the Code (without regard to subsection (b)(4) thereof) (or anycorresponding provision of state, local or foreign law), or any amount that would not be fullydeductible by reason of Section 162(m) of the Code (or any corresponding provision of state, localor foreign law).          (e) To the knowledge of the Company, each Employee Benefit Plan of the Company or a CompanySubsidiary that is a “nonqualified deferred compensation plan” (as defined in Code Section409A(d)(1)) has been operated since January 1, 2005, in good faith to the extent necessary to avoidnoncompliance with Code Section 409A.     4.12. Disclosure Controls and Procedures. None of the records, systems, controls,data or information of the Company or any of the Company’s Subsidiaries are recorded, stored,maintained, operated or otherwise wholly or partly dependent on or held by any means (including anyelectronic, mechanical or photographic process, whether computerized or not) which (including allmeans of access thereto and therefrom) are not under the exclusive ownership and direct control ofthe Company or the Company’s Subsidiaries, except as would not reasonably be expected to have amaterially adverse effect on the system of internal accounting controls of the Company or any ofthe Company’s Subsidiaries described in the next sentence. The Company and the Company’sSubsidiaries have devised and maintained systems of internal accounting controls sufficient toprovide reasonable assurances regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with GAAP.     4.13. Company Information. The information relating to the Company and the Company’sSubsidiaries that has been or will be provided to UCBH by the Company or any of the Company’sSubsidiaries or any of their representatives for inclusion in any document filed by UCBH with anyGovernmental Entity in connection herewith, will not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements therein, in light of thecircumstances in which they were made, not misleading.     4.14. Compliance with Applicable Law. Each of the Company and the Company’sSubsidiaries:
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          (a) except as set forth in Section 4.14(a) of the Company Disclosure Schedule, is incompliance (and has not been advised that it is not in compliance) in the conduct of its business,with all applicable federal, state, local and foreign statutes, laws, regulations, ordinances,permits, licenses, franchises, certificates of authority, rules, judgments, orders or decreesapplicable thereto or to the employees conducting such businesses, including, without limitation,if and to the extent applicable, the Bank Holding Company Act of 1956, as amended, the Equal CreditOpportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage DisclosureAct, the Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate ToolsRequired to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), and all otherapplicable fair lending and fair housing laws or other laws relating to discrimination (including,without limitation, anti-redlining, equal credit opportunity and fair credit reporting),truth-in-lending, real estate settlement procedures, adjustable rate mortgages disclosures orconsumer credit (including, without limitation, the federal Consumer Credit Protection Act, thefederal Truth-in Lending Act and Regulation Z thereunder, the federal Real Estate SettlementProcedures Act of 1974 and Regulation X thereunder, and the federal Equal Credit Opportunity Actand Regulation B thereunder) or with respect to the Flood Disaster Protection Act, except wheresuch failure to be in compliance would not have a Material Adverse Effect;          (b) has all permits, licenses, franchises, certificates, orders, and approvals of, and hasmade all filings, applications, and registrations with, Governmental Entities that are required inorder to permit it to carry on its business as currently conducted;          (c) has, since December 31, 2001, received no notification or communication from anyGovernmental Entity (i) asserting that the Company or any of the Company’s Subsidiaries is not incompliance with any statutes, regulations or ordinances, except for examination comments providedin examination reports issued to the Company and the Company’s Subsidiaries, (ii) threatening torevoke any permit, license, franchise, certificate of authority or other governmentalauthorization, or (iii) threatening or contemplating revocation or limitation of, or which wouldhave the effect of revoking or limiting, the Bank’s FDIC deposit insurance; and          (d) except as set forth in Section 4.14(d) of the Company Disclosure Schedule or noted in theexamination reports issued to the Company and the Company’s Subsidiaries, is not a party to orsubject to any order, decree, agreement, memorandum of understanding or similar arrangement with,or a commitment letter, supervisory letter, resolution of the Company’s board of directors, orsimilar submission to, any Governmental Entity charged with the supervision or regulation ofdepository institutions or depository institution holding companies or engaged in the insurance ofdeposits (including, the FDIC and NYSBD) or the supervision or regulation of the Company or any ofthe Company’s Subsidiaries, and neither the Company nor any of the Company’s Subsidiaries has beenadvised in writing by any such Governmental Entity that such Governmental Entity is contemplatingissuing or requesting (or is considering the appropriateness of issuing or requesting) any suchorder, decree, agreement, memorandum of understanding, commitment letter, supervisory letter orsimilar submission.          (e) is working to achieve, and as of the Effective Time will be in, compliance in all respectswith the Consent Order to Cease and Desist issued by the NYSBD on or about March 16, 2004, theOrder to Cease and Desist issued by the FDIC on or about March 16, 2004 and the Cease and DesistOrder issued by the Board of Governors of the Federal Reserve System on or about May 6, 2004 (the“FRB Order”). Neither the Federal Reserve Bank of New York nor the Director of the Division ofBanking Supervision and Regulation of the Board of Governors has ever made or threatened adetermination that Dr. Huang, or, where applicable, the Company, has violated any of theprovisions of paragraphs 1 through 5 of the FRB Order.
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     4.15. Contracts.          (a) Neither the Company nor any of the Company’s Subsidiaries is a party to or bound by anycontract, arrangement, commitment or understanding (whether written or oral) (i) with respect tothe employment of any directors, officers, employees or consultants, (ii) which, upon theconsummation of the transactions contemplated by this Agreement, will (either alone or upon theoccurrence of any additional acts or events) result in (x) any payment or benefits (whether ofseverance pay or otherwise) becoming due, or any increase in the amount of or acceleration orvesting of any rights to any payment or benefits, from UCBH, the Company, or any of theirrespective Subsidiaries to any director, officer, employee or consultant thereof or (y) theinvalidity, unenforceability or discontinuation of any such contract, arrangement, commitment orunderstanding, whether in whole or in part, (iii) which is not entered into in the ordinary courseof business and is not terminable without cause on sixty (60) days or less notice or involves thepayment of more than $50,000 per annum, (iv) which materially restricts the conduct of any line ofbusiness by the Company or any of the Company’s Subsidiaries, or (v) which provides recourse to theCompany or any of the Company’s Subsidiaries in connection with the sale of any loan or otherextension of credit (excluding customary short-term rights of recourse for fraudulent applicationstatements in connection with the sale of conforming residential mortgage loans). Each contract,arrangement, commitment or understanding of the type described in this Section 4.15(a) is referredto herein as a “Company Contract.” The Company has previously delivered or made available to UCBHtrue and correct and complete copies of each Company Contract.          (b) (i) Each Company Contract is a valid and binding obligation of the Company or a Subsidiaryof the Company, as the case may be, and is in full force and effect, (ii) each of the Company andthe Company’s Subsidiaries has performed all material obligations required to be performed by it todate under each Company Contract, (iii) no event or condition exists which constitutes, or afternotice or lapse of time or both would constitute, a default on the part of the Company or any ofthe Company’s Subsidiaries under any Company Contract, and (iv) no other party to such CompanyContract is, to the knowledge of the Company or the Company’s Subsidiaries, in default in anyrespect thereunder.          (c) The Company has not entered into a confidentiality agreement or other similar agreementwith any third party (other than UCBH) pursuant to which the Company has contemplated thedisclosure of confidential information of the Company.     4.16. Environmental Matters.          (a) Each of the Company and the Company’s Subsidiaries, and to the knowledge of the Companyand the Company’s Subsidiaries, all Company Real Property and Other Real Estate Owned, are and havebeen in compliance with all applicable Environmental Laws and neither the Company nor any of theCompany’s Subsidiaries has received any notice of violation of any Environmental Laws in the pastthree (3) years.          (b) There is no suit, claim, action, proceeding, demand or investigation pending, or to theknowledge of the Company or any of the Company’s Subsidiaries, threatened against any of them oragainst any borrower of the Company or any of the Company’s Subsidiaries (a “Borrower”) or withrespect to which any Company Real Property and Other Real Estate Owned may be the subject involving(i) the actual or alleged violation of any Environmental Law, (ii) the actual or alleged release,discharge, spill, disposal or other presence of, or exposure to any Hazardous Material (including,withoutlimitation, any toxic tort claims) on, from, into or under any Company Real Property or OtherReal Estate Owned, or (iii) the actual or alleged liability of the Company or any of the Company’sSubsidiaries
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relating to the offsite treatment, transport or disposal, or the arrangement for theoffsite treatment, transport or disposal of any Hazardous Materials.          (c) To the knowledge of the Company and the Company’s Subsidiaries, no portion of any CompanyReal Property has contained any underground storage tank, surface impoundment or been used as alandfill. To the knowledge of the Company and the Company’s Subsidiaries, none of the Company RealProperties has been the subject of a release, discharge, spill or disposal of any HazardousMaterials. To the knowledge of the Company and the Company’s Subsidiaries, no asbestos, leadpaint, radon or mold is present at any Company Real Property.          (d) The Company and the Company’s Subsidiaries have obtained and currently maintain allmaterial environmental permits, certificates, licenses, franchises, approvals, and authorizations,required under applicable Environmental Laws, for the ownership, operation and use of the CompanyReal Property (collectively, the “Environmental Permits”). The Company and the Company’sSubsidiaries have at all times operated in material compliance with the terms of the EnvironmentalPermits and none of them has received any notice of violation with respect thereto in the pastthree (3) years. The consummation of the transactions contemplated by this Agreement will notcause the revocation or cancellation of any material Environmental Permit, nor will it require thefiling of any notification or application with any Governmental Entity, whose consent is acondition to the continued effectiveness of any Environmental Permit on and after the EffectiveDate.          (e) Neither the Company nor any the Company’s Subsidiaries is a party to any contract oragreement of any kind whatsoever with regard to any Company Real Property or Loan Property pursuantto which any of them may be held to have assumed or agreed to be responsible for any current orcontingent liabilities with respect to Hazardous Materials.          (f) All material environmental audit, inspection, remediation and closure reports in thepossession or within the control of the Company or any of the Company’s Subsidiaries with respectto any Company Real Property and Other Real Estate Owned shall be made available to Buyer uponrequest, pursuant to Section 8.3 hereof.     4.17. Derivative Transactions. As of the date hereof, neither the Company nor any ofthe Company’s Subsidiaries has any outstanding Derivative Transaction for its own account or forthe account of any of its customers.     4.18. Approvals. As of the date of this Agreement, neither the Company nor any of theCompany’s Subsidiaries knows of any reason why all regulatory approvals applicable to it from anyGovernmental Entity required for the consummation of the transactions contemplated by thisAgreement should not be obtained.     4.19. Loans and Deposits.          (a) Except as listed on Section 4.19(a) of the Company Disclosure Schedule, as of October 31,2006, neither the Company nor any of the Company’s Subsidiaries is a party to any written or oral(i) loan, loan agreement, note or borrowing arrangement (including, without limitation, leases,credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”)over ninety (90) days delinquent in payment of principal or interest or, to the knowledge of theCompany or any of the Company’s Subsidiaries, is in violation of a material non-monetary covenantor obligation, or (ii) Loan with any director, executive officer or five percent (5.0%) or greatershareholder of the Company,or, to the knowledge of the Company or any of the Company’s Subsidiaries, any person,corporation or enterprise controlling, controlled by or under common control with any of theforegoing. Section 4.19(a)
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of the Company Disclosure Schedule sets forth (x) all of the Loans ofthe Company or any of the Company’s Subsidiaries that as of October 31, 2006 were classified byany internal or external examiner as “Other Loans Specially Mentioned,” “Special Mention,”“Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “ConcernedLoans,” “Watch List” or words of similar import, together with the principal amount of and accruedand unpaid interest on each such Loan and the identity of the borrower thereunder, (y) by categoryof Loan (i.e., commercial, consumer, etc.) all of the Loans of the Company or any of the Company’sSubsidiaries which were classified as of October 31, 2006, and (z) each asset of the Company or anyof the Company’s Subsidiaries that as of October 31, 2006, was classified as “Other Real EstateOwned” and the book value thereof.          (b) Each Loan in excess of $50,000 (i) is evidenced by notes, written agreements or otherwritten evidences of indebtedness that are true, correct, complete and what they purport to be,(ii) to the extent secured, has been secured by valid Liens which have been perfected, and (iii)to the knowledge of the Company, is the legal, valid and binding obligation of the obligor namedtherein, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulentconveyance and other laws of general applicability relating to or affecting creditors’ rights andto general equity principles.          (c) Section 4.19(c)-1 of the Company Disclosure Schedule sets forth a true and accurate listas of October 31, 2006 of all of the Company’s Loans in excess of $1 million together with thethen-current balance of and accrued interest on each such Loan, the identity of the borrowerthereunder (including a brief description of the nature of the business conducted by suchborrower), and the category of Loan (i.e., commercial, consumer, etc.). Section 4.19(c)-2 of theCompany Disclosure Schedule sets forth a true and correct and complete list as of October 31, 2006of all of the Company’s depositors with deposits in excess of $500,000 together with the amountthereof and the identity of the depositor (including a brief description of the nature of thebusiness conducted by such depositor).     4.20. Property.          (a) The Company or a Company Subsidiary, as applicable, owns, with good and marketable titlein the case of real property (other than real property classified as “Other Real Estate Owned”),subject only to the matters permitted by the following sentence, all the properties and assets(whether real, personal, or mixed and whether tangible or intangible) reflected as owned in thebooks and records of the Company, including all of the material properties and assets reflected inthe interim unaudited consolidated balance sheet of the Company and its Subsidiaries as ofSeptember 30, 2006, that has been delivered to UCBH prior to the date of this Agreement (except forpersonal property sold since September 30, 2006 in the ordinary course of business of the Companyand the Company’s Subsidiaries consistent with past practice) and all of the properties and assetspurchased or otherwise acquired by the Company or any of the Company’s Subsidiaries since September30, 2006 (except for personal property acquired and sold since such date in the ordinary course ofbusiness of the Company and the Company’s Subsidiaries consistent with past practice). Allmaterial properties and assets (other than property classified as “Other Real Estate Owned”)reflected in the interim unaudited consolidated balance sheet of the Company and its Subsidiariesas of September 30, 2006 that has been delivered to UCBH prior to the date of this Agreement arefree and clear of all Liens (and are not, in the case of real property, subject to any rights ofway, building use restrictions, exceptions, variances, reservations, or limitations of any nature)except for, with respect to all such properties and assets, (i) Liens on such properties or assetssecuring liabilities or obligations disclosed on the interim unaudited consolidated balance sheetof the Company and its Subsidiaries as of September 30, 2006, with respect to which, to theknowledge of the Company or any of the Company’s Subsidiaries, no default (or event that, withnotice or lapse of time orboth, would constitute a default) exists, (ii) Liens on such property or assets incurred afterSeptember 30, 2006 to finance the acquisition of such property or assets or the construction ofimprovements thereon
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(such Liens being limited to the property or assets so acquired or improved,as the case may be), with respect to which, to the knowledge of the Company or any of the Company’sSubsidiaries, no default (or event that, with notice or lapse of time or both, would constitute adefault) exists under the underlying agreement, (iii) Liens for Taxes not yet due or payable orwhich are being contested in good faith, (iv) mechanics’, carriers’, warehousemen’s, workers’ andother similar Liens, (v) Liens on property or assets incurred in the ordinary course of business,and (vi) with respect to real property, (A) minor imperfections of title, if any, none of which issubstantial in amount, materially detracts from the value or impairs the use of the propertysubject thereto, or impairs the operations of the Company or any of the Company’s Subsidiaries, (B)zoning laws and other land use restrictions that do not impair the present or anticipated use ofthe property subject thereto, and (C) easements, rights of way, building use restrictions,exceptions, variances, reservations, or limitations of any other nature that do not materiallyimpair the use of the underlying property in the ordinary course. All leases pursuant to which theCompany or any of the Company’s Subsidiaries, as lessee, leases real or personal property are validand enforceable in accordance with their respective terms, and to the knowledge of the Company orany of the Company’s Subsidiaries, none of the Company or any of the Company’s Subsidiaries is indefault, or has received written notice of any default, thereunder.          (b) The building, plants, structures, and equipment of the Company and the Company’sSubsidiaries are sufficient for the continued conduct of the businesses of the Company and theCompany’s Subsidiaries after the Effective Time in substantially the same manner as conducted priorto the Effective Time, except where any failure would not have a Material Adverse Effect.     4.21. Labor Matters.          (a) There is no application or petition for certification of a collective bargaining agent orfor union representation pending or, to the knowledge of the Company or any of the Company’sSubsidiaries, threatened in writing against the Company or any of the Company’s Subsidiaries, andno employees of the Company’s or any of the Company’s Subsidiaries are or have been since December31, 2005 represented by any union or other bargaining representative. To the knowledge of theCompany and the Company’s Subsidiaries, since December 31, 2005, no union has attempted to organizeany group of employees of the Company or any of the Company’s Subsidiaries, and no group ofemployees of the Company or any of the Company’s Subsidiaries has sought at any time during thelast three (3) years to organize themselves into a union or similar organization for the purpose ofcollective bargaining. To the knowledge of the Company and the Company’s Subsidiaries, there areno pending or threatened strikes, slowdowns, pickets or work stoppage by any employees of theCompany or any of the Company’s Subsidiaries.          (b) There are no pending or, to the knowledge of the Company or any of the Company’sSubsidiaries, threatened material unfair labor practice charges or employee grievance charges withthe National Labor Relations Board or any comparable state or local agency against the Company orany of the Company’s Subsidiaries.          (c) With respect to the businesses of the Company and the Company’s Subsidiaries, there havenot been in the past five (5) years any investigations, inspections or material citations forviolations of OSHA, any of the regulations promulgated pursuant to OSHA, or any other statute,ordinance, rule or regulations establishing standards of workplace safety, and no suchinvestigations, inspections or citations are pending or, to the knowledge of the Company or any ofthe Company’s Subsidiaries, threatened.     4.22. Insurance. Schedule 4.22 of the Company Disclosure Schedule lists and describeseach insurance policy maintained by or on behalf of the Company or any of the Company’sSubsidiaries with
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respect to their properties, assets and businesses, together with a claimshistory for the past two (2) years. In the best judgment of the management of the Company, suchinsurance coverage is adequate for the Company and the Company’s Subsidiaries, and all materialclaims under the policies listed on Schedule 4.22 of the Company Disclosure Schedule have beenfiled in due and timely fashion. All of such insurance policies are in full force and effect, andneither the Company nor any of the Company’s Subsidiaries has, since January 1, 2003, been (i) indefault with respect to its obligations under any such insurance policies or (ii) denied insurancecoverage. Since December 31, 2005, there has not been any damage to, destruction of, or loss ofany assets of the Company or any of the Company’s Subsidiaries not covered by insurance that couldhave a Material Adverse Effect on the Company or any of the Company’s Subsidiaries. Neither theCompany nor any of the Company’s Subsidiaries has any self-insurance or co-insurance programs, andthe reserves set forth on the consolidated balance sheet of the Company as of December 31, 2005 areadequate to cover all anticipated liabilities with respect to any such self-insurance orco-insurance programs.     4.23. Absence of Undisclosed Liabilities. To the knowledge of the Company, except foritems for which reserves have been established in the Company’s September 30, 2006 interimunaudited consolidated balance sheet, which has been delivered to UCBH and which, as of September30, 2006, did not reflect any overstated assets, neither the Company nor any of the Company’sSubsidiaries has incurred or discharged, or is legally obligated with respect to, any indebtedness,liability (including, without limitation, a liability arising out of an indemnification, guarantee,hold harmless or similar arrangement) or obligation (accrued or contingent, whether due or tobecome due, and whether or not subordinated to the claims of its general creditors), other than asa result of operations in the ordinary course of business after such date. No agreement pursuantto which any loans or other assets have been or will be sold by the Company or any the Company’sSubsidiaries entitles the buyer of such loans or other assets, unless there is a material breach ofa representation or covenant by the Company or any of the Company’s Subsidiaries, as the case maybe, to cause the Company or any of the Company’s Subsidiaries to repurchase such loan or otherasset or to pursue any other form of recourse against the Company or any of the Company’sSubsidiaries (other than customary short term rights of recourse for fraudulent applicationstatements in connection with the sale of conforming residential mortgage loans). Neither theCompany nor any of the Company’s Subsidiaries has knowingly made any representation or covenant inany such agreement that contained or shall contain any untrue statement of a material fact oromitted or shall omit a material fact necessary in order to make the statements contained therein,in light of the circumstances under which such representations and/or covenants were made or shallbe made, not misleading. No cash, stock or other dividend or any other distribution with respectto Company Percentage Interests or Bank Common Stock has been declared, set aside or paid, nor hasany of the Company Percentage Interests or Bank Common Stock been repurchased, redeemed orotherwise acquired, directly or indirectly, by the Company or any of the Company’s Subsidiaries, asthe case may be, since December 31, 2004.     4.24. Qualification as Reorganization. Neither the Company nor any of the Company’sSubsidiaries has taken or agreed to take any action or failed to take any action that couldreasonably be expected to prevent the Merger from qualifying as a reorganization within the meaningof Section 368(a) of the Code. Neither the Company nor any of the Company’s Subsidiaries is awareof any fact, condition or other circumstance that could reasonably be expected to prevent theMerger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.     4.25. Offices and ATMs. Set forth in Section 4.25 of the Company Disclosure Scheduleis a list of the headquarters of each of the Company and the Company’s Subsidiaries (identified assuch) and each of the offices and automated teller machines (“ATMs”) maintained and operated (or tobe maintained and operated) by the Company or any of the Company’s Subsidiaries (including,without limitation, representative and loan production offices and operations centers, if any) andthe location
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thereof. Except as set forth in the Company Disclosure Schedule, neither the Companynor the Bank maintains any other office or ATM or conducts business at any other location, andneither the Company nor the Bank has applied for or received permission to open any additionaloffice or operate at any other location. Each ATM maintained and operated by the Company or any ofthe Company’s Subsidiaries is compliant with current industry standards.     4.26. Community Reinvestment Act. The Bank received a rating of “satisfactory” orbetter in its most recent examination or interim review with respect to the Community ReinvestmentAct, which rating was released by the FDIC on April 11, 2006. Neither the Company nor the Bank hasbeen advised of any concerns regarding its compliance with the Community Reinvestment Act by anyGovernmental Entity.     4.27. Bank Secrecy Act. Except as set forth in Section 4.27 of the Company DisclosureSchedule, neither the Company nor the Bank has been advised of any current or pending supervisoryenforcement actions to be taken by the FRB, FDIC or NYSBD against the Company or the Bank regardingits compliance with the Bank Secrecy Act (31 U.S.C. Section 5322, *et seq*.) or related state orfederal anti-money laundering laws, regulations and guidelines, including, without limitation,those provisions of federal regulations requiring (i) the filing of reports, such as CurrencyTransaction Reports and Suspicious Activity Reports, (ii) the maintenance of records and (iii) theexercise of due diligence in identifying customers.     4.28. Trust Administration. The Bank does not presently exercise trust powers,including, but not limited to, trust administration, and has never in the past exercised such trustpowers. The term “trusts” as used in this Section 4.28 includes (i) any and all common law orother trusts between an individual, corporation or other entities and the Bank, as trustee orco-trustee, including, without limitation, pension or other qualified or nonqualified employeebenefit plans, compensation trusts, testamentary trusts, inter vivos trusts and charitable trustindentures; (ii) any and all decedents’ estates where the Bank is serving or has served as aco-executor or sole executor, personal representative or administrator, administrator de bonis non,administrator de bonis non with will annexed, or in any similar fiduciary capacity; (iii) any andall guardianships, conservatorships or similar positions where the Bank is serving or has served asa co-grantor or a sole grantor or a conservator or a co-conservator of the estate, or any similarfiduciary capacity; and (iv) any and all agency and/or custodial accounts and/or similararrangements, including plan administrator for employee benefit accounts, under which the bank isserving or has served as an agent or custodian for the owner or other party establishing theaccount with or without investment authority.     4.29. Investment Management and Related Activities. None of the Company or theCompany’s Subsidiaries or their respective directors, officers or employees is required to beregistered, licensed or authorized under the laws or regulations issued by any Governmental Entity,as an investment adviser, a broker, dealer, an insurance salesperson or agency or company, acommodity trading adviser, a commodity pool operator, a futures commission merchant, an introducingbroker, a registered representative or associated person, investment adviser, representative orsolicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity witha Governmental Entity.     4.30. Cancellation of Debt and Contribution to the Company. BVI has contributed theOwner Debt to the capital of the Company without the issuance of any new or additional membershipinterest by the Company in exchange therefor, and the Owner Debt has been cancelled. BVI and theCompany have delivered evidence of the foregoing to UCBH and Buyer.
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     4.31. Rule 145 Affiliates. Dr. Huang and BVI are the only “affiliates” of the Companyas that term is used in Rule 145 under the Securities Act. There exists no such affiliate otherthan Dr. Huang and BVI.     4.32. Full Disclosure. The representations and warranties contained in this ArticleIV do not contain any untrue statement of any material fact or omit to state any material factnecessary in order to make the statements and information contained in this Article IV, in light ofthe circumstances under which they were made, not misleading.**ARTICLE V****REPRESENTATIONS AND WARRANTIES OF UCBH**     Except as set forth in the UCBH Disclosure Schedule, UCBH hereby represents and warrants tothe Company, BVI, Dr. Huang and the Bank, as of the date hereof and as of the Closing Date, asfollows:     5.1. Corporate Organization. UCBH is a corporation duly organized, validly existingand in good standing under the laws of the State of Delaware, and Buyer is a limited liabilitycompany duly organized, validly existing and in good standing under laws of the State of Delaware.Each of UCBH and Buyer (a) has all requisite power and authority to own or lease all of itsproperties and assets and to carry on its business as it is now being conducted, and (b) is dulylicensed or qualified to do business in each jurisdiction in which the nature of the businessconducted by it or the character or location of the properties and assets owned or leased by itmakes such licensing or qualification necessary, except where the failure to be so licensed orqualified would not (i) prevent or delay UCBH or Buyer from performing its obligations hereunder or(ii) adversely affect the ability of UCBH or Buyer to consummate the transactions contemplatedhereby. UCBH is supervised by the FRB as a bank holding company under the Bank Holding Company Actof 1956, as amended. The Certificate of Incorporation and Bylaws of UCBH and the Certificate ofFormation and Limited Liability Company Agreement of Buyer, copies of all of which have previouslybeen made available to the Company, are true and correct and complete copies of such documents asin effect as of the date of this Agreement.     5.2. Authority; No Violation.          (a) Each of UCBH and Buyer has full power and authority to execute and deliver this Agreementand to consummate the transactions contemplated hereby. The execution and delivery of thisAgreement and the consummation of the transactions contemplated hereby have been duly and validlyapproved by the board of directors of UCBH and by UCBH in its capacity as the sole member of Buyerpursuant to applicable law, and no other corporate proceedings on the part of UCBH or limitedliability company proceedings on the part of Buyer are necessary to approve this Agreement and toconsummate the transactions contemplated hereby. This Agreement has been duly and validly executedand delivered by UCBH and Buyer and (assuming due authorization, execution and delivery by theCompany, BVI and Dr. Huang) this Agreement constitutes a valid and binding obligation of UCBH andBuyer, enforceable against UCBH and Buyer in accordance with its terms, except as enforcement maybe limited by general principles of equity whether applied in a court of law or a court of equityand by applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and remediesgenerally.          (b) Neither the execution and delivery of this Agreement by UCBH and Buyer nor theconsummation by UCBH and Buyer of the transactions contemplated hereby, nor compliance by UCBH andBuyer with any of the terms or provisions hereof, will (i) violate any provision of the Certificateof Incorporation or Bylaws of UCBH or the organizational documents of Buyer or any of UCBH’s otherSubsidiaries, or (ii) assuming that the consents and approvals referred to in Section 5.3 are
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duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order,writ, decree or injunction applicable to UCBH or Buyer or any of their respective properties orassets, or (y) violate, conflict with, result in a breach of any provision of or the loss of anybenefit under, constitute a default (or an event which, with notice or lapse of time, or both,would constitute a default) under, result in the termination of or a right of termination orcancellation under, accelerate the performance required by, or result in the creation of any Lienupon, any of the respective properties or assets of UCBH or Buyer or any of UCBH’s otherSubsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage,indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation towhich UCBH or Buyer or any of UCBH’s other Subsidiaries is a party, or by which they or any oftheir respective properties or assets may be bound or affected except (in the case of clause (y)above) for such violations, conflicts, breaches or defaults which either individually or in theaggregate would not (i) prevent or delay UCBH or Buyer from performing its obligations hereunder or(ii) adversely affect the ability of UCBH or Buyer to consummate the transactions contemplatedhereby.     5.3. Consents and Approvals. Except for (a) the filing of the FRB Application and theFDIC Application and approval or waiver of such applications, (b) the filing of the State BankingApprovals and Notices, (c) the filing of the Delaware Certificate of Merger with the DelawareSecretary, (d) the filing in the offices of the California Secretary of State and the CaliforniaCommissioner of Financial Institutions pursuant to CFC Section 4887(b) of a Plan and Agreement ofMerger and Certificates of Approval in substantially the forms attached hereto as Exhibits A and B,respectively, (e) the filings in the offices of such officials of the State of New York and itspolitical subdivisions as may be necessary to prepare to effect and evidence the transactionscontemplated hereby, including the New York superintendent of Banks of a Plan of Merger andCertificates in substantially the form attached hereto as Exhibit C, (f) filings evidencingcompliance with applicable state and federal securities laws, and (g) such filings, authorizationsor approvals as may be set forth in Section 5.3 of the UCBH Disclosure Schedule, no consents orapprovals of or filings or registrations with any Governmental Entity or with any third party arenecessary in connection with the execution and delivery by UCBH or Buyer of this Agreement or theconsummation by Buyer of the Merger and the other transactions contemplated hereby. No vote of anystockholders of UCBH is required to approve this Agreement or to consummate the transactionscontemplated hereby.     5.4. Broker’s Fees. None of UCBH or Buyer or UCBH’s other Subsidiaries or any oftheir respective officers or directors, has employed any broker or finder or incurred any liabilityfor any broker’s fees, commissions or finder’s fees in connection with any of the transactionscontemplated by this Agreement, except that UCBH has engaged Sandler O’Neill & Partners, L.P.(“SOP”) as its financial advisor and will pay a fee to SOP for a written opinion by SOP to theeffect that, subject to the matters set forth therein, the terms and conditions of the Merger arefair to UCBH’s shareholders from a financial point of view.     5.5. UCBH Information. The information relating to UCBH and UCBH’s Subsidiaries,including Buyer, to be contained in any document filed with any Governmental Entity, including butnot limited to the SEC, or provided to the Company’s shareholders in connection herewith, will notcontain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements therein, in light of the circumstances in which they were made, not misleading.     5.6. Ownership of Company Percentage Interests and Bank Common Stock. Neither UCBHnor any of its Subsidiaries, including Buyer, or affiliates or associates (as such terms aredefined under the Exchange Act) (i) beneficially owns, directly or indirectly, or (ii) is a partyto any agreement, arrangement or understanding for the purpose of acquiring, holding, voting ordisposing of, in each case, any Company Percentage Interests or shares of Bank Common Stock.
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     5.7. Access to Funds. UCBH has, and on the Closing Date will have, available sharesof UCBH Common Stock authorized to enable it to consummate the Merger. UCBH will cause Buyer orUCB to have sufficient shares and funds on the Closing Date to pay the aggregate MergerConsideration, including the Cash Amount, pursuant to the terms of this Agreement.     5.8. Approvals. As of the date of this Agreement, UCBH knows of no reason why allregulatory approvals applicable to it from any Governmental Entity required for the consummation ofthe transactions contemplated hereby (including, without limitation, the Merger) should not beobtained on a timely basis.     5.9. Legal Proceedings. Neither UCBH nor Buyer is a party to any, and there are nopending or, to UCBH’s knowledge, threatened, legal, administrative, or arbitral or otherproceedings, claims, actions or governmental or regulatory investigations of any nature that,individually or in the aggregate, would (i) delay or prevent UCBH or Buyer from performing theirrespective obligations hereunder or (ii) adversely affect the ability of UCBH or Buyer toconsummate the transactions contemplated hereby.     5.10. Compliance with Applicable Law. UCBH and each of UCBH’s Subsidiaries, includingBuyer:          (a) is in compliance in all material respects, in the conduct of its business, with allapplicable federal, state, local and foreign statutes, laws, regulations, ordinances, permits,licenses, franchises, certificates of authority, rules, judgments, orders or decrees applicablethereto or to the employees conducting such businesses, including, if and to the extent applicable,the Sarbanes-Oxley Act of 2002, the Bank Holding Company Act of 1956, as amended, the Equal CreditOpportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage DisclosureAct, the Bank Secrecy Act, the USA PATRIOT Act, and all other applicable fair lending and fairhousing laws or other laws relating to discrimination (including, without limitation,anti-redlining, equal credit opportunity and fair credit reporting), truth-in-lending, real estatesettlement procedures, adjustable rate mortgages disclosures or consumer credit (including, withoutlimitation, the federal Consumer Credit Protection Act, the federal Truth-in Lending Act andRegulation Z thereunder, the federal Real Estate Settlement Procedures Act of 1974 and Regulation Xthereunder, and the federal Equal Credit Opportunity Act and Regulation B thereunder) or withrespect to the Flood Disaster Protection Act, and, as of the date hereof, UCB has a CommunityReinvestment Act rating of “satisfactory” or better;          (b) has all permits, licenses, franchises, certificates, orders, and approvals of, and hasmade all filings, applications, and registrations with, Governmental Entities that are required inorder to permit UCBH and each of UCBH’s Subsidiaries to carry on its business as currentlyconducted;          (c) has, since December 31, 2001, received no notification or communication from anyGovernmental Entity (i) asserting that UCBH or any of UCBH’s Subsidiaries, including Buyer, is notin compliance with any statutes, regulations or ordinances, (ii) threatening to revoke any permit,license, franchise, certificate of authority or other governmental authorization, or (iii)threatening or contemplating revocation or limitation of, or which would have the effect ofrevoking or limiting, Buyer’s FDIC deposit insurance; and          (d) is not a party to or subject to any order, decree, agreement, memorandum of understandingor similar arrangement with, or a commitment letter, supervisory letter, resolution of UCBH’s boardof directors, or similar submission to, any Governmental Entity charged with the supervision orregulation of depository institutions or engaged in the insurance of deposits (including, the FDIC)or the supervision or regulation of UCBH or any of UCBH’s Subsidiaries, including Buyer, andneither UCBH nor any of UCBH’s Subsidiaries has been advised in writing by any suchGovernmental
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Entity that such Governmental Entity is contemplating issuing or requesting (or isconsidering the appropriateness of issuing or requesting) any such order, decree, agreement,memorandum of understanding, commitment letter, supervisory letter or similar submission.     5.11. Regulatory Reports. UCBH and each of UCBH’s Subsidiaries, including UCB, hastimely filed all reports, registrations and statements, together with any amendments required to bemade with respect thereto, that they were required to file since December 31, 2001 with anyRegulatory Agency (collectively, the “UCBH Reports”) and have paid all fees and assessments due andpayable in connection therewith. Except for normal examinations conducted by a Regulatory Agencyin the regular course of the business of UCBH and UCBH’s Subsidiaries, no Regulatory Agency hasinitiated any proceeding or, to the knowledge of UCBH, investigation into the business oroperations of UCBH or any of UCBH’s Subsidiaries, including Buyer, since December 31, 2001. Exceptas set forth in Section 5.11 of the UCBH Disclosure Schedule, there is no unresolved materialviolation, criticism, or exception by any Regulatory Agency with respect to any report or statementrelating to any examinations of UCBH or any of UCBH’s Subsidiaries. UCBH has been and is incompliance in all material respects with the applicable listing requirements of the NASDAQ. UCBHhas an appropriate insider trading policy in place and has established and applied reasonableinternal controls and procedures to ensure compliance with the insider trading policy.     5.12. Full Disclosure. The representations and warranties contained in this Article Vdo not contain any untrue statement of any fact or omit to state any fact necessary in order tomake the statements and information contained in this Article V, in light of the circumstancesunder which they were made, not misleading.     5.13. Capitalization.          (a) The authorized capital stock of UCBH consists of 180,000,000 shares of UCBH Common Stockand 10,000,000 shares of UCBH Preferred Stock. As of September 30, 2006, there were (i) 94,556,354shares of UCBH Common Stock issued and outstanding, (ii) no shares of UCBH Preferred Stockoutstanding, and (iii) 14,855,766 shares of UCBH Common Stock reserved for issuance pursuant to theoption plans described in Section 5.13 of the UCBH Disclosure Schedule (“UCBH Option Plans”). Allof the issued and outstanding shares of UCBH Common Stock have been duly authorized and validlyissued and are fully paid, nonassessable and free of preemptive rights, with no personal liabilityattaching to the ownership thereof. The shares of UCBH Common Stock to be issued in the Mergerhave been duly authorized and, if and when issued in the Merger, will be validly issued, fully paidand nonassessable, and free of preemptive rights, with no personal liability attaching to theownership thereof. The exercise price of each option issued under the UCBH Option Plans (a “UCBHOption”) has been no less than the fair market value of a share of UCBH Common Stock as determinedon the date of grant of such UCBH Option. All grants of UCBH Options were validly issued andproperly approved by the board of directors of UCBH (or a duly authorized committee or subcommitteethereof) in material compliance with all applicable laws and recorded on UCBH’s financialstatements in accordance with GAAP, and no such grants involved any “back dating,” “forwarddating,” or similar practices with respect to the effective date of grant. Except as disclosed inUCBH’s Annual Report for the fiscal year ending December 31, 2005 on Form 10-K (including theCertificate of Designation, Preferences and Rights of Series A Participating Preferred Stock andthe Rights Agreement dated as of January 28, 2003, both of which are listed as exhibits thereto,and exercise rights disclosed therein), UCBH does not have and is not bound by any outstandingsubscriptions, options, warrants, calls, commitments or agreements of any character calling for thepurchase or issuance of any shares of UCBH Capital Stock or any other equity security of UCBH orany securities representing the right to purchase or otherwise receive any shares of UCBH CapitalStock or any other equity security of UCBH.
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          (b) The authorized capital stock of UCB consists of 150,000 shares of common stock, of whichall such shares are outstanding on the date hereof. All of the issued and outstanding shares ofUCB are owned by UCBH. All of the issued and outstanding shares of UCB have been duly authorizedand validly issued and are fully paid and nonassessable. UCB does not have and is not bound by anyoutstanding subscriptions, options, warrants, calls, commitments or agreements of any charactercalling for the purchase or issuance of any shares of capital stock of UCB or any other equitysecurity of UCB or any securities representing the right to purchase or otherwise receive anyshares of capital stock of UCB or any other equity security of UCB.          (c) UCBH holds 100% of the membership interests of Buyer. Buyer does not have and is notbound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of anycharacter calling for the purchase or issuance of any ownership interest of Buyer or any securitiesrepresenting the right to purchase or otherwise receive any ownership interest of Buyer. Buyer isnow and has at all times been classified as a “disregarded entity” for federal income tax purposes.     5.14. Financial Statements. UCBH has previously made available to the Company (i)copies of the consolidated balance sheets of UCBH as of December 31 for the fiscal years 2002through 2005, inclusive, and the related consolidated statements of operations, changes inshareholders’ equity and comprehensive income and cash flows for the fiscal years 2002 through2005, inclusive, as reported in UCBH’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2005 filed with the SEC under the Exchange Act, in each case accompanied by the auditreport of UCBH’s independent registered public accountants, (ii) unaudited consolidated balancesheets of UCBH as of March 31, 2006, June 30, 2006 and September 30, 2006, and the relatedconsolidated statements of operations, changes in shareholders’ equity and comprehensive income andcash flows for the first three fiscal quarters of 2006, and (iii) restated consolidated statementsof cash flows as described in Section 5.14 of the UCBH Disclosure Schedule. The December 31, 2005balance sheet of UCBH (including the related notes, where applicable) fairly presents the financialposition of UCBH as of the date thereof, the other previously delivered financial statementsreferred to in this Section 5.14 (including the related notes, where applicable) fairly present thefinancial positions of UCBH as of the dates thereof (subject, in the case of the unauditedstatements, to audit adjustments normal in nature and amount; and subject, in the case of theconsolidated statements of cash flows, to the restatements referred to in item (iii) of thisSection 5.14), and the financial statements to be filed by UCBH with the SEC after the date of thisAgreement will fairly present (subject, in the case of the unaudited statements, to auditadjustments normal in nature and amount), the results of the operations and financial conditions ofUCBH for the respective fiscal periods or as of the respective dates therein set forth, other thanas may be affected by such relevant items as have been disclosed in any SEC Documents. Except asset forth in the SEC Documents, the consolidated financial statements of UCBH for the fiscal years2002 through 2005 complied as to form in all material respects with applicable accountingrequirements and the published rules and regulations of the SEC with respect thereto.     5.15. Absence of Certain Changes or Events.          (a) Except as disclosed in any SEC Documents filed prior to the date of this Agreement, sinceDecember 31, 2005, there has been no change or development or combination of changes ordevelopments which, individually or in the aggregate, has had a Material Adverse Effect on UCBH orUCB.          (b) Except as disclosed in any SEC Documents, since December 31, 2005, each of UCBH and UCBhas carried on its business only in the ordinary and usual course consistent with its pastpractice.
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     5.16. Disclosure Controls and Procedures. None of UCBH’s or UCB’s records, systems,controls, data or information are recorded, stored, maintained, operated or otherwise wholly orpartly dependent on or held by any means (including any electronic, mechanical or photographicprocess, whether computerized or not) which (including all means of access thereto and therefrom)are not under the exclusive ownership and direct control of UCBH or UCB or their accountants,except as would not reasonably be expected to have a materially adverse effect on the system ofinternal accounting controls described in the next sentence. UCBH and UCB have devised andmaintained systems of internal accounting controls sufficient to provide reasonable assurancesregarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with GAAP.     5.17. Absence of Undisclosed Liabilities. To the knowledge of UCBH, and except foritems for which reserves have been established in UCBH’s and UCB’s most recent audited balancesheets and interim unaudited balance sheets, which have been delivered to the Company and which donot reflect any overstated assets, neither UCBH nor UCB has incurred or discharged, or is legallyobligated with respect to, any material indebtedness, liability (including, without limitation, aliability arising out of an indemnification, guarantee, hold harmless or similar arrangement) orobligation (accrued or contingent, whether due or to become due, and whether or not subordinated tothe claims of its general creditors), other than as a result of operations in the ordinary courseof business after such date. Neither UCBH nor UCB has knowingly made nor shall make anyrepresentation or covenant in any agreement pursuant to which any loans or other assets have beenor will be sold by UCBH or UCB that contained or shall contain any untrue statement of a materialfact or omitted or shall omit to state a material fact necessary in order to make the statementscontained therein, in light of the circumstances under which such representations and/or covenantswere made or shall be made, not misleading. Other than any regular quarterly dividend by UCBH, nocash, stock or other dividend or any other distribution with respect to UCBH Capital Stock has beendeclared, set aside or paid, nor has any of the UCBH Capital Stock been repurchased, redeemed orotherwise acquired, directly or indirectly, by UCBH since March 31, 2005.     5.18. Qualification as Reorganization. Neither UCBH nor any of UCBH’s Subsidiarieshas taken or agreed to take any action or failed to take any action that could reasonably beexpected to prevent the Merger from qualifying as a reorganization within the meaning of Section368(a) of the Code. Neither UCBH nor any of UCBH’s Subsidiaries is aware of any fact, condition orother circumstance that could reasonably be expected to prevent the Merger from qualifying as areorganization within the meaning of Section 368(a) of the Code.     5.19. SEC Documents. UCBH has provided to the Company all Annual Reports on Form 10-Kfiled by UCBH with the SEC since January, 2002. Except as set forth in the SEC Documents, as oftheir respective dates or, if amended, as of the date of the last such amendment, the SEC Documentscomplied in all material respects with the applicable requirements of the Securities Act or theExchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunderapplicable to such SEC Documents.**ARTICLE VI****REPRESENTATIONS AND WARRANTIES OF BVI**     BVI hereby represents and warrant to UCBH and Buyer, as of the date hereof and as of theClosing Date, as follows:     6.1. Requisite Power and Authority. BVI is a British Virgin Islands corporation dulyincorporated, validly existing and in good standing under the corporate law of the British VirginIslands.BVI has all requisite corporate power and authority to perform its obligations contemplatedhereunder.
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This Agreement has been duly and validly executed and delivered by BVI, and (assumingdue authorization, execution and delivery by UCBH and Buyer) this Agreement constitutes a valid andbinding obligation of BVI, enforceable against BVI in accordance with its terms, except asenforcement may be limited by general principles of equity whether applied in a court of law or acourt of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights andremedies generally.     6.2. Capitalization. The authorized capital stock of BVI consists of 1000 shares ofcommon stock, par value $1.00 per share (“BVI Common Stock”). As of the date of this Agreement,there are 1000 shares of BVI Common Stock issued and outstanding, all of which are owned by Dr.Huang free and clear of any Liens, and (ii) no shares of BVI Common Stock reserved for issuanceupon exercise of outstanding stock options or otherwise. All of the issued and outstanding sharesof BVI have been duly authorized and validly issued and are fully paid, nonassessable and free ofpreemptive rights, with no personal liability attaching to the ownership thereof. BVI does nothave and is not bound by any outstanding subscriptions, options, warrants, calls, commitments oragreements of any character calling for the purchase or issuance of any shares of BVI Common Stockor any other equity security of BVI or any securities representing the right to purchase orotherwise receive any shares of BVI Common Stock or any other equity security of BVI.     6.3. Purchase Entirely for Own Account. BVI acknowledges that UCBH and Buyer areentering into this Agreement with Dr. Huang, the Company, the Bank and BVI in reliance upon BVI’srepresentation and warranty to UCBH and Buyer that the shares of UCBH Common Stock to be acquiredby BVI hereunder will be acquired for BVI’s own account, not as a nominee or agent. Any sale ofsuch shares of UCBH Common Stock will be made in compliance with applicable law and the terms andconditions of the Registration Rights, Lock-Up and Standstill Agreement. BVI does not presentlyhave any contract, undertaking, agreement or arrangement with any person to sell, transfer or grantparticipations to such person or to any other person any of the shares of UCBH Common Stock to beissued to BVI hereunder.     6.4. Disclosure of Information. BVI has had an opportunity to discuss UCBH’sbusinesses, management, financial affairs and the terms and conditions of the Merger (including,without limitation, the offering and issuance of shares of UCBH Common Stock hereunder) with UCBH’smanagement and receive answers from UCBH’s management as BVI considers necessary in connection withthe Merger. BVI (i) has such knowledge and experience in financial and business matters as to becapable of evaluating the merits and risks of its prospective investment in UCBH; (ii) has theability to bear the economic risk of loss of its entire investment resulting from the acquisitionof the shares of UCBH Common Stock to be issued hereunder; (iii) has been furnished with and hashad access to such information as it has considered necessary to make a determination to approvethe Merger and the transactions contemplated hereby; and (iv) has not been offered any securitiesof UCBH by any form of advertisement, article, notice or other communication published in anynewspaper, magazine, or similar media or broadcast over television or radio, or any seminar ormeeting whose attendees have been invited by any such media.     6.5. Restricted Securities. BVI understands that the shares of UCBH Common Stock tobe issued hereunder have not been registered under the Securities Act, by reason of a specificexemption from the registration provisions of the Securities Act which depends upon, among otherthings, the bona fide nature of the investment intent and the accuracy of BVI’s representations andwarranties as expressed herein. BVI understands that the shares of UCBH Common Stock to be issuedhereunder are “restricted securities” under applicable U.S. federal and state securities laws andthat, pursuant to these laws, BVI must hold the shares of UCBH Common Stock indefinitely until theyare registered with theSEC and qualified by state authorities, or an exemption from such registration andqualification requirements is available.
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     6.6. Accredited Investor. BVI is an accredited investor as defined in Rule 501(a) ofRegulation D promulgated under the Securities Act.     6.7. Foreign Jurisdiction. BVI has satisfied itself as to the full observance of thelaws of British Virgin Islands in connection with its approval of the Merger and the transactionscontemplated hereby, including (i) the legal requirements within this jurisdiction for itsacquisition of the shares of UCBH Common Stock to be issued hereunder, (ii) any foreign exchangerestrictions applicable to such acquisition of shares, (iii) any governmental or other consentsthat may need to be obtained, and (iv) the income tax and other tax consequences, if any, that maybe relevant to the purchase, holding, redemption, sale, or transfer of the shares of UCBH CommonStock to be issued hereunder. BVI’s approval of the Merger and the transactions contemplatedhereby, and its acquisition and continued beneficial ownership of the shares of UCBH Common Stockto be issued hereunder, will not violate any applicable securities or other laws of BVI’sjurisdiction.     6.8. Full Disclosure. The representations and warranties contained in this Article VIdo not contain any untrue statement of any material fact or omit to state any material factnecessary in order to make the statements and information contained in this Article VI, in light ofthe circumstances under which they were made, not misleading.**ARTICLE VII****COVENANTS RELATING TO CONDUCT OF BUSINESS**     7.1. Covenants of the Company and its Subsidiaries. During the period from the dateof this Agreement and continuing until the Effective Time, except as expressly contemplated orpermitted by this Agreement or with the prior written consent of UCBH, the Company and theCompany’s Subsidiaries shall carry on their respective businesses in the ordinary course consistentwith past practice and, to the extent consistent therewith, each of the Company and the Company’sSubsidiaries will use its commercially reasonable efforts to (w) preserve intact the businessorganizations of the Company and the Company’s Subsidiaries, (x) keep available to itself and UCBHthe present services of the current officers and employees of the Company and the Company’sSubsidiaries, and (y) preserve for itself and UCBH the goodwill of the customers of the Company andthe Company’s Subsidiaries and others with whom business relationships exist, and (z) maintain andexpand the deposits and loan portfolio assets of the Bank consistent with the stated budget andforecast of the Bank. Without limiting the generality of the foregoing, and except as otherwisecontemplated by this Agreement or consented to in writing by UCBH, neither the Company nor any ofthe Company’s Subsidiaries shall:          (a) declare or pay any dividends on, or make other distributions in respect of, any of itscapital stock;          (b) (i) split, combine or reclassify any shares of its capital stock or issue or authorize orpropose the issuance of any other securities in respect of, in lieu of or in substitution forshares of its capital stock; (ii) repurchase, redeem or otherwise acquire any shares of its capitalstock, or any securities convertible into or exercisable for any shares of its capital stock; or(iii) issue, deliver, sell, pledge or otherwise encumber or subject to any Lien or authorize orpropose the issuance, delivery, sale, pledge or encumbrance of or the imposition of any Lien on,any shares of its capital stock or any securities convertible into or exercisable for, or anyrights, warrants or options to acquire, any such shares, or enter into any agreement with respectto any of the foregoing;          (c) amend its Certificate of Formation, Limited Liability Company Agreement, Certificate ofIncorporation, Bylaws or other similar governing documents;
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          (d) make any capital expenditures other than those which (i) are made in the ordinary courseof business or are necessary to maintain existing assets in good repair and (ii) in any event arein an amount of no more than $50,000 individually or $150,000 in the aggregate;          (e) enter into any new line of business;          (f) (i) acquire or agree to acquire, by merging or consolidating with, or by purchasing asubstantial equity interest in or a substantial portion of the assets of, or by any other manner,any business or any corporation, partnership, association or other business organization ordivision thereof or otherwise acquire any assets, including, without limitation, any loanportfolios or pools, which would be material, individually or in the aggregate, to the Company,other than in connection with foreclosures, settlements in lieu of foreclosure or troubled loan ordebt restructurings in the ordinary course of business consistent with past practice; provided,however, that The China Safe Deposit Company may be merged with and into the Bank with the Bankbeing the surviving company in such Merger; or (ii) open, close, sell or acquire any branches;          (g) incur any indebtedness for borrowed money or issue any debt securities or assume,guarantee or endorse, or otherwise become responsible for the obligations of any person, or pledgeor otherwise encumber or dispose of any assets of the Company or any of the Company’s Subsidiaries,except in the ordinary course of business consistent with past practice; provided, however, that inno event shall any such indebtedness or obligations be for a period exceeding six (6) months;          (h) take any action that is intended or may reasonably be expected to result in any of theconditions to the Merger set forth in Article IX not being satisfied, or fail to take any actionthat is intended or may reasonably be expected to result in any of the conditions to the Merger setforth in Article IX not being satisfied;          (i) change its methods of accounting in effect at December 31, 2005, including, withoutlimitation, its methods of accounting for any expense, asset, transaction, gain, income, tax, loss,deposits or any other item that may be properly taken into account in calculating the Bank’s NetWorth, loan and lease losses and Core Deposits, except as required by changes in GAAP or regulatoryaccounting principles as concurred to by the Company’s independent registered accountants;          (j) (i) except as required by applicable law or as required to maintain qualification pursuantto the Code, or as permitted by the other provisions of this Section 7.1(j), adopt, amend, renew orterminate any employee benefit plan (including, without limitation, any Company Plan) or anyagreement, arrangement, plan or policy between the Company or any of the Company’s Subsidiaries andany of their respective current or former directors, officers or employees; (ii) except for normalincreases in the ordinary course of business consistent with past practice, and except as requiredby applicable law, increase in any manner the compensation or fringe benefits of any director,officer or employee or pay any benefit not required by any Company Plan, Company Contract or otheragreement as in effect as of the date hereof, and in any event not more than an aggregate amountrepresenting a five percent (5.0%) increase in the collective annual compensation of such personnelas of the date of this Agreement; provided, however, that notwithstanding the foregoing, the Bankshall be entitled to pay such bonuses in an amount not to exceed $550,000 as have been accrued todate under its existing bonus plans and will be accrued prior to the Effective Time pursuant to theexisting provisions of such plans, or (iii) make any equity or equity-based grants or allocationsunder any Company Plan (including, withoutlimitation, the granting of stock options, stock appreciation rights, restricted stock,restricted stock units or performance units or shares);
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          (k) purchase, acquire, sell, license, lease, encumber, assign or otherwise dispose of, oragree to sell, license, lease, encumber, assign or otherwise dispose of, or abandon or fail tomaintain, any loans, loan pools, loan portfolios, participation or other interests in loans, or anyof its material assets, properties or other material rights or agreements other than in theordinary course of business consistent with past practice;          (l) file any application to establish, relocate or terminate the operations of any bankingoffice of the Company or any of the Company’s Subsidiaries;          (m) other than in the ordinary course of business and consistent with past practice, create,renew, amend or terminate, fail to perform any material obligations under, waive or release anymaterial rights under or give notice of a proposed renewal, amendment, waiver, release ortermination of, any material contract, agreement or lease for office space to which it is a partyor by which it or its properties is bound, other than the renewal in the ordinary course ofbusiness of any lease the term of which expires prior to the Closing Date;          (n) except pursuant to written agreements in effect on the date hereof and previously providedto UCBH, pay, loan or advance any amount to, or sell, transfer or lease any properties or assets(real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangementwith, any of its officers or directors or any of their immediate family members or any affiliatesor associates (as such terms are defined under the Exchange Act) of any of its officers ordirectors other than compensation in the ordinary course of business consistent with past practice;          (o) make or change any election concerning Taxes, file any amended Tax Return, enter into anyclosing agreement with respect to Taxes, settle any Tax claim or assessment, surrender any right toclaim a refund of Taxes, obtain any Tax ruling, or consent to any waiver or extension of thestatute of limitations for the assessment or payment of Taxes to the extent any of the foregoingactions could reasonably be expected to materially increase the Taxes of the Company, itsSubsidiaries, UCBH or its affiliates;          (p) take any action, or omit to take any action, the taking or omission of which couldreasonably be expected to prevent the Merger from constituting a reorganization within the meaningof Section 368(a) of the Code;          (q) pay, discharge, settle, compromise or satisfy any claims, liabilities or obligations(absolute, accrued, asserted or unasserted, contingent or otherwise), including taking any actionto settle or compromise any material litigation, other than the payment, discharge, settlement,compromise or satisfaction, in the ordinary course of business consistent with past practice or inaccordance with their terms, of liabilities reflected or reserved against in, or contemplated by,its most recent consolidated financial statements (or the notes thereto), or incurred sinceDecember 31, 2005 in the ordinary course of business consistent with past practice;          (r) enter into any transaction outside the ordinary course of business consistent with pastpractice, including (i) the purchase of certificates of deposit from brokers or other thirdparties, (ii) the offering or payment of rates of interest on deposit accounts materially differentthan the Bank’s past practice or current market rates, (iii) the entry into any material contractsoutside the ordinary course of business, and (iv) the purchase or sale of investment securitiesunless such transaction (A) is prudent, consistent with the written investment policies of theCompany or any of the Company’s Subsidiaries, asthe case may be, and their respective 2006 budgets, duly approved by senior management of theCompany or any of the Company’s Subsidiaries, as the case may be, and, if involving a purchase, islimited to investment-grade securities, (B) does not cause the weighted average duration ofinvestment securities
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portfolio of the Company or any of the Company’s Subsidiaries, as the casemay be, to exceed that portfolio’s weighted average duration as of December 31, 2005, and (C) willnot cause the balance of investment securities portfolio of the Company or any of the Company’sSubsidiaries to vary from their respective budget;          (s) except as required by law, disclose confidential information of the Company to a thirdparty without requiring such third party to be bound by confidentiality obligations that are atleast as restrictive upon such third party as the confidentiality obligations binding UCBH underthe Confidentiality Agreement; or          (t) authorize, commit or agree to do any of the foregoing actions.     7.2. Covenants of UCBH. Except as otherwise contemplated by this Agreement orconsented to in writing by the Company, during the period from the date of this Agreement to theEffective Time, UCBH shall not, and shall not permit Buyer or any of UCBH’s other Subsidiaries to:          (a) take any action or fail to take any action that is intended or may reasonably be expectedto result in any of its representations and warranties set forth in this Agreement being orbecoming untrue in any material respect, or in any of the conditions to the Merger set forth inArticle IX not being satisfied;          (b) take any action or enter into any agreement that could reasonably be expected tojeopardize or materially delay the receipt of any Requisite Regulatory Approvals or theconsummation of the Merger;          (c) take any action, or omit to take any action, the taking or omission of which couldreasonably be expected to prevent the Merger from constituting a reorganization within the meaningof Section 368(a) of the Code; or          (d) authorize, or commit or agree to do any of the foregoing.     7.3. Covenants of UCBH, Buyer, the Company, the Bank, BVI and Dr. Huang. No partywill take any action that would cause the transactions contemplated by this Agreement to be subjectto requirements imposed by any Takeover Law and each of them will take all necessary steps withinits control to exempt (or ensure the continued exemption of) those transactions from, or ifnecessary challenge the validity or applicability of, any applicable Takeover Law, as now orhereafter in effect. No party will take any action that would cause the transactions contemplatedby this Agreement not to comply with any Takeover Provisions and each of them will take allnecessary steps within its control to make those transactions comply with (or continue to complywith) the Takeover Provisions.**ARTICLE VIII****ADDITIONAL AGREEMENTS**     8.1. Regulatory Matters.          (a) UCBH shall prepare and file as promptly as practicable such regulatory filings as areapplicable to the Merger. Pursuant to Section 1.10, Dr. Huang and BVI have approved the Merger.Dr. Huang, BVI and the Company agree to obtain all required approvals of this Agreement andany other matters required to be approved by Dr. Huang, BVI and the Company for consummation of theMerger, as promptly as practicable after the date hereof.
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          (b) Without limiting the foregoing, the parties hereto shall cooperate with each other and usetheir commercially reasonable efforts to promptly prepare and file all necessary documentation, toeffect all applications, notices, petitions and filings and to obtain as promptly as practicableall permits, consents, approvals and authorizations of all third parties or Governmental Entitiesthat are necessary or advisable to consummate the transactions contemplated by this Agreement andto comply with the terms and conditions thereof. Each of BVI, the Company, UCBH and Buyer shallhave the right to review in advance, and to the extent practicable each will consult the other on,in each case subject to applicable laws relating to the exchange of information and the right ofeach party to withhold information its board of directors or manager reasonably determines in goodfaith should be withheld for reasons of privacy, confidentiality or fiduciary duty, all theinformation relating to the Company, the Company’s Subsidiaries, including the Bank, UCBH, orUCBH’s Subsidiaries, including UCB, that appears in any filing made with, or written materialssubmitted to, any third party or any Governmental Entity in connection with the transactionscontemplated by this Agreement. In exercising the foregoing right, each of the parties heretoshall act reasonably and as promptly as practicable. BVI, the Company, the Bank, UCBH and Buyeragree that they will consult with each other with respect to the obtaining of all permits,consents, approvals and authorizations of all third parties or Governmental Entities necessary oradvisable to consummate the transactions contemplated by this Agreement and each party will keepthe other apprised of the status of matters relating to consummation of the transactionscontemplated hereby.          (c) BVI, the Company, UCBH and Buyer shall, upon request, subject to applicable laws relatingto the exchange of information and the right of each party to withhold information its board ofdirectors or manager reasonably determines in good faith should be withheld for reasons of privacy,confidentiality or fiduciary duty, furnish each other with all information concerning themselves,their Subsidiaries, directors, officers and shareholders and such other matters as may bereasonably necessary or advisable in connection with any statement, filing, notice or applicationmade by or on behalf of BVI, the Company, UCBH, Buyer or any of their respective Subsidiaries toany Governmental Entity in connection with the Merger and the other transactions contemplated bythis Agreement.          (d) Each of BVI, the Company, UCBH and Buyer shall promptly furnish the others copies ofnon-confidential written communications received by it or by any of its respective Subsidiaries,from, or delivered by any of the foregoing to, any Governmental Entity in respect of thetransactions contemplated by this Agreement.     8.2. No Solicitation. Each of the Company and the Bank shall, and shall direct anduse its reasonable efforts to cause its affiliates, directors, officers, employees, agents andrepresentatives (including, without limitation, any investment banker, financial advisor, attorney,accountant or other representative retained by it) to, immediately cease any discussions ornegotiations with any other parties that may be ongoing with respect to the possibility orconsideration of any Acquisition Proposal. From the date of this Agreement through the EffectiveTime or the earlier termination of this Agreement, neither the Company nor the Bank shall, norshall either of them authorize or permit any of their respective directors, officers or employeesor any investment banker, financial advisor, attorney, accountant or other representative retainedby it to, directly or indirectly through another person, (i) solicit, initiate or encourage(including by way of furnishing information or assistance), or take any other action designed tofacilitate or that is likely to result in, any inquiries or the making of any proposal thatconstitutes, or is reasonably likely to lead to, any Acquisition Proposal, (ii) enter into anyagreementwith respect to an Acquisition Proposal, (iii) participate in any discussions or negotiationsregarding any Acquisition Proposal, or (iv) make or authorize any statement, recommendation orsolicitation in support of any Acquisition Proposal. The Company and the Bank shall promptlyadvise UCBH orally and in writing of any Acquisition Proposal (or any inquiry which could lead toan Acquisition Proposal).
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     8.3. Access to Information.          (a) Upon reasonable notice and subject to applicable laws relating to the exchange ofinformation, the Company and the Company’s Subsidiaries shall afford to the officers, employees,accountants, counsel and other representatives of UCBH, access, during normal business hours duringthe period prior to the Effective Time, to all of the properties, books, contracts, commitments,records, officers, employees, accountants, counsel and other representatives of the Company and theCompany’s Subsidiaries, and, during such period, the Company and the Company’s Subsidiaries shallmake available to UCBH all information concerning the businesses, properties and personnel of theCompany and the Company’s Subsidiaries, as UCBH may reasonably request. UCBH shall use reasonableefforts to conduct its due diligence in a manner that will minimize any disruption of the businessof the Company and the Company’s Subsidiaries. Neither the Company nor any of the Company’sSubsidiaries shall be required to provide access to or to disclose information where such access ordisclosure would violate or prejudice the rights of the customers of the Company or any of theCompany’s Subsidiaries, jeopardize any attorney-client privilege or contravene any law, rule,regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to thedate of this Agreement, provided that the Company or the Company’s Subsidiaries, as the case maybe, deliver to UCBH a written log notifying UCBH of the existence of, and the basis for thewithholding by the Company and the Company’s Subsidiaries of, such information. The parties heretowill make appropriate substitute disclosure arrangements under circumstances in which therestrictions of the preceding sentence apply.          (b) From and after the date hereof until the Effective Time or the earlier termination of thisAgreement, each of the Company and the Company’s Subsidiaries shall, subject to the restrictionsset forth in Section 8.3(a), provide copies of any materials distributed to directors, committeemembers and shareholders relating to non-confidential portions of board of directors, auditcommittee and shareholder meetings) and, subject to the prior written consent of any applicableregulatory authority, any regulatory examination exit briefings, and cause one or more of itsdesignated representatives to confer on a regular and frequent basis with representatives of UCBHand to report the general status of the ongoing operations of the Company and the Company’sSubsidiaries. In connection therewith, UCBH shall have the right of full review on any new loanextended by the Bank in a principal amount in excess of $1,000,000. The Company and the Company’sSubsidiaries will promptly notify UCBH of any material change in the normal course of business ofthe Company or any of the Company’s Subsidiaries or in the operation of their respective propertiesand, to the extent permitted by law, of the existence or progress in resolution of any governmentalcomplaints, investigations or hearings (or communications indicating that the same may becontemplated), or the institution or the threat of significant litigation involving any of them,and will keep UCBH fully informed of such events, including, without limitation and with theconsent of the applicable regulatory authority, the exit briefing at the conclusion of anyregulatory examination.          (c) No investigation by UCBH or its representatives shall affect the representations,warranties, covenants or agreements of the Company or any of the Company’s Subsidiaries set forthherein or the control of the business of the Company by its managing member and the business of theBank by its board of directors and officers.          (d) Notwithstanding anything contained in this Agreement to the contrary, the Company, theBank and UCBH (and each of their respective employees, representatives, or other agents) maydisclose to any and all persons, without limitation, the tax treatment and any facts that may berelevant to the tax structure of the transactions contemplated by this Agreement; provided,however, that none of the Company, the Bank or UCBH (nor any of their respective employees,representatives or other agents thereof) may disclose any other information that is not relevant tounderstanding the tax treatment
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and tax structure of the transactions contemplated by thisAgreement, or any other information to the extent that such disclosure could result in a violationof any federal or state securities law.     8.4. Confidentiality. All confidential information furnished to a party or UCBHadvisor by a party or UCBH Advisor in connection with the transactions contemplated hereby shall besubject to, and the recipient of such information shall hold all such information in confidence inaccordance with, the provisions of the Confidentiality Agreement.     8.5. Notification of Certain Matters. Each of UCBH, Buyer, the Company and the Bankshall give prompt notice to the others (and subsequently keep the other parties informed on acurrent basis) upon its becoming aware of the occurrence or existence of any fact, event orcircumstance that (i) has resulted in or is reasonably likely to result in any Material AdverseEffect with respect to it, or (ii) would cause or constitute a material breach of any of itsrepresentations, warranties, covenants or agreements contained herein; provided, however, that thedelivery of any notice pursuant to this Section 8.5 shall not have any effect for the purpose ofdetermining the satisfaction of the conditions set forth in Article IX of this Agreement orotherwise limit or affect the remedies available to any such party hereunder.     8.6. Employee Benefit Plans. As soon as practicable after the Closing, all employeesof the Company’s Subsidiaries shall become eligible to participate in UCBH Plans. UCBH will:          (a) waive all pre-existing condition requirements, evidence of insurability provisions,waiting period requirements or any similar provisions under any UCBH Plan (which is a welfare plan)for such employees after the Closing Date to the extent such employees would not have been subjectto such requirements or provisions under Company Plans;          (b) use commercially reasonable efforts to cause its insurers to apply toward any deductiblerequirements and out-of-pocket maximum limits under UCBH Plans any similar amounts paid (oraccrued) by each employee under Company Plans during the current plan year;          (c) recognize for purpose of participation, eligibility and vesting (but not for purposes ofbenefit accrual) under UCBH Plans the service of any employee with the Company prior to the ClosingDate; and          (d) be responsible for satisfying obligations under ERISA Section 601 *et seq.*and Section4980B of the Code to provide continuation coverage to any employee or former employee of theCompany or any of the Company’s Subsidiaries, and their eligible dependents with respect to anyqualifying event regardless of when occurring.     8.7. Indemnification.          (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation,whether civil, criminal or administrative, including, without limitation, any such claim, action,suit, proceeding or investigation in which any person who is now, or has been at any time prior tothe date of this Agreement, or who becomes prior to the Effective Time, a managing member, directoror officer of the Company or the Company’s Subsidiaries (the “Indemnified Parties”) is, or isthreatened to be, made a party based in whole or in part on, or arising in whole or in part out of,or pertaining to (i) the fact that he is or was a managing member, director or officer of theCompany or the Company’s Subsidiaries, or (ii) this Agreement or any of the transactionscontemplated hereby, whether in any case asserted or arising before or after the Effective Time,the parties hereto agree to cooperate and use their best efforts to defend against and respondthereto. It is understood and agreed that after the Effective Time, UCBH shall indemnify and holdharmless, as and to the fullest extent permitted by law, each such
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Indemnified Party against anylosses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees andexpenses in advance of the final disposition of any claim, suit, proceeding or investigation toeach Indemnified Party to the fullest extent permitted by law upon receipt of any undertakingrequired by applicable law), judgments, fines and amounts paid in settlement in connection with anysuch threatened or actual claim, action, suit, proceeding or investigation, and in the event of anysuch threatened or actual claim, action, suit, proceeding or investigation (whether asserted orarising before or after the Effective Time), the Indemnified Parties may retain counsel reasonablysatisfactory to them after consultation with UCBH; provided, however, that (1) UCBH shall have theright to assume the defense thereof and upon such assumption UCBH shall not be liable to anyIndemnified Party for any legal expenses of other counsel or any other expenses subsequentlyincurred by any Indemnified Party in connection with the defense thereof, except that if UCBHelects not to assume such defense or counsel for the Indemnified Parties reasonably advises UCBHthat there are issues which raise conflicts of interest between UCBH and the Indemnified Parties,the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation withUCBH, and UCBH shall pay the reasonable fees and expenses of such counsel for the IndemnifiedParties, (2) UCBH shall advance funds and in all cases be obligated pursuant to this paragraph topay for only one firm of counsel for all Indemnified Parties, (3) UCBH shall not be liable for anysettlement effected without its prior written consent (which consent shall not be unreasonablywithheld), and (4) UCBH shall have no obligation hereunder to any Indemnified Party when and if acourt of competent jurisdiction shall ultimately determine, and such determination shall havebecome final and nonappealable, that indemnification of such Indemnified Party in the mannercontemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claimIndemnification under this Section 8.7, upon learning of any such claim, action, suit, proceedingor investigation, shall promptly notify UCBH thereof, provided that the failure to so notify shallnot affect the obligations of UCBH under this Section 8.7 except to the extent such failure tonotify prejudices UCBH. UCBH’s obligations under this Section 8.7 shall continue in full force andeffect for an unlimited period of time following the Effective Time.          (b) UCBH shall cause the persons serving as officers and directors of the Company or theCompany’s Subsidiaries immediately prior to the Effective Time to be covered for a period of two(2) years from the Effective Time by a directors’ and officers’ liability insurance policy to bepurchased by the Company or the Company’s Subsidiaries before the Effective Time at a total costnot to exceed $100,000 providing insurance with respect to acts or omissions occurring prior to theEffective Time that were committed by such officers and directors in their capacity as such andhaving a liability limit of $3,000,000 in the aggregate (provided that UCBH may substitute thereforpolicies of at least the same coverage and amounts containing terms and conditions which are notless advantageous than such policy); provided, however, that in no event shall UCBH be required toexpend on an annual basis more than two hundred percent (200%) of the annual amount of costs to theCompany at the Effective Time (the “Insurance Amount”) to maintain or procure insurance coverage,and provided further that if UCBH is unable to maintain or obtain the insurance called for by thisSection 8.7(b), UCBH shall use all reasonable efforts to obtain as much comparable insurance as isavailable for the Insurance Amount.          (c) In the event UCBH or UCB or any of their respective successors or assigns (i) consolidateswith or merges into any other person and shall not be the continuing or surviving company or entityin such consolidation or merger, or (ii) transfers or conveys all or substantially all of itsproperties and assets to any person, then, and in each such case, to the extent necessary,proper provision shall be made so that the successors and assigns of UCBH assume the obligationsset forth in this Section 8.7.          (d) The provisions of this Section 8.7 are intended to be for the benefit of, and shall beenforceable by, each Indemnified Party and his or her heirs and representatives.
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     8.8. Registration Rights, Lock-Up and Standstill Agreement. UCBH shall, upon requestby BVI, facilitate the orderly liquidation by BVI of the shares of UCBH Common Stock issued to BVIhereunder in a manner reasonably calculated to avoid market disruption. Without limiting thegenerality of the foregoing, BVI, Dr. Huang and UCBH shall execute and deliver to each other on orbefore the Effective Time a Registration Rights, Lock-Up and Standstill Agreement in substantiallythe form attached hereto as Exhibit E.     8.9. Agreement to Retain Company Percentage Interests and BVI Common Stock.          (a) BVI agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber anyand all of the Company Percentage Interests. BVI further agrees not to make any offer or agreementrelating to the Company Percentage Interests at any time prior to the Effective Time.          (b) Dr. Huang agrees not to transfer, sell, exchange, pledge or otherwise dispose of orencumber any and all shares of BVI Common Stock. Dr. Huang further agrees not to make any offer oragreement relating to BVI Common Stock at any time prior to the Effective Time.     8.10. Employees.          (a) UCBH intends to cause its Subsidiaries to provide all employees of the Company or itsSubsidiaries who continue to be employed by UCBH or its Subsidiaries during the twelve (12) monthperiod immediately following the Effective Time with salaries at least equal to the level of suchsalaries as of September 30, 2006 and to pay such employees bonuses in accordance with UCBH’sestablished bonus plans, provided, however, that this Section shall not confer on any such employeea right to continued employment.          (b) From and after the Effective Time, UCBH shall cause the Bank and its successor to enterinto and perform a three-year employment contract with the employee set forth in Section 8.10(b) ofthe Company Disclosure Schedule on the terms and conditions specified therein.     8.11. Insurance. From the date of this Agreement to the Closing, the Company shallmaintain current insurance policies as set forth in Section 4.22 of the Company Disclosure Scheduleor comparable insurance policies.     8.12. Bonus Payments. Notwithstanding anything to the contrary set forth in Sections4.8 or 7.1 hereof, in the event that prior to the date of this Agreement, each of Dr. Huang and BVIshall have delivered to UCBH and Buyer duly executed written consents (in form and substancereasonably satisfactory to UCBH, Buyer and their counsel) evidencing Dr. Huang’s and BVI’srespective approval of the Bank’s payment, subject to and contingent upon the occurrence of theClosing and the satisfaction of the conditions to payment set forth in the proviso herein, ofbonuses in an aggregate amount not to exceed $13,000,000 (the “Bonus Payments”) to those currentdirectors, officers and employees of the Company or the Bank identified in the foregoing writtenconsents (collectively, the “Bonus Recipients”), the Bank may enter into an agreement (in form andsubstance reasonably satisfactory to UCBH and Buyer) with each of the Bonus Recipients and the Bankshall pay, on theClosing Date or as soon as practicable thereafter, the applicable Bonus Payment to each of theBonus Recipients (subject to deduction of all Taxes and other amounts required to be withheld fromsuch Bonus Payments under applicable law); provided, however, that no portion of the foregoingBonus Payments may be paid unless (i) Dr. Huang shall have made a capital contribution in cash ofnot less than 77% of the aggregate amount of such Bonus Payments to BVI on or prior to the ClosingDate, (ii) BVI shall have made a capital contribution in cash of not less than 77% of the aggregateamount of such Bonus Payments to the Company on or prior to the Closing Date, and (iii) the Bankshall have provided UCBH evidence reasonably satisfactory to
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UCBH that (x) the Bank has full legalcapacity and authority to make the foregoing Bonus Payments, (y) the Bank will not be required toobtain any approvals under 12 CFR Part 359, and (z) the Bank’s planned payment of the foregoingBonus Payments to the Bonus Recipients has been discussed with the Bank’s state and federal bankregulators and no objection to such payments has been expressed by any such regulator.     8.13. Reasonable Efforts; Additional Agreements.          (a) Subject to the terms and conditions of this Agreement, each of UCBH, Buyer, the Companyand the Bank agrees to cooperate fully with the others and to use its reasonable efforts to take,or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper oradvisable to consummate and make effective, at the time and in the manner contemplated by thisAgreement, the Merger and the other transactions contemplated by this Agreement, including usingreasonable efforts to lift or rescind any injunction or restraining order or other order adverselyaffecting the ability of the parties to consummate the Merger and the other transactionscontemplated by this Agreement.          (b) Each of the Company and the Bank agrees to use its commercially reasonable efforts fromthe date of this Agreement to the Closing to assist UCBH and UCB in retaining all employees andcustomers of the Bank.          (c) In case at any time after the Effective Time any further action is necessary or desirableto carry out the purposes of this Agreement or to vest the Surviving Company of the Merger withfull title to all properties, assets, rights, approvals, immunities and franchises of any of theparties to the Merger, the proper officers and directors of each party to this Agreement and theirrespective Subsidiaries shall take all such necessary action as may be reasonably requested byUCBH.          (d) Dr. Huang and BVI, each for himself or itself and on behalf of each of his or itsrespective past and/or present, shareholders, directors, officers, employees, affiliates, heirs,administrators, executors, successors and assigns, as applicable, and each of them, covenants andagrees that he or it shall not, directly or indirectly, initiate, file, join in, endorse, support,fund, or promote any lawsuits, claims, demands, actions or causes of action whatsoever, in law orequity, against the Company, the Bank, The China Safe Deposit Company, UCBH, Buyer or UCB in theircapacity as a successor to the Company, the Bank or the China Safe Deposit Company, or any of theirrespective past and/or present shareholders, directors, officers, agents, employees, parentcorporations, subsidiaries, affiliates, predecessors, successors, or assigns, as applicable, afterthe Effective Time for any reason related to, arising out of or in connection with any acts oromissions of any kind whatsoever by the Company, the Bank or The China Safe Deposit Company priorto or at the Effective Time that are unrelated to this Agreement. In connection therewith, each ofDr. Huang and BVI fully and finally releases any and all claims he or it may have against theCompany, the Bank or The China Safe Deposit Company related to, arising out of or in connectionwith any acts or omissions of any kind whatsoever by the Company, the Bank or The China SafeDeposit Company, as the case may be, prior to or at the Effective Time other than those accruingunder this Agreement, such release to become effective as of the Effective Time, andeach of Dr. Huang and BVI agrees that the foregoing release shall apply to all unknown andunanticipated claims prior to or at the Effective Time. California Civil Code section 1542provides as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THEDEBTOR.
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Each of Dr. Huang and BVI expressly waives and relinquishes any and all rights he or it may haveagainst the Company, the Bank or The China Safe Deposit Company under California Code Section 1542delineated above, effective as of the Effective Time, with the understanding that for purposes ofthe foregoing statutory language, each of Dr. Huang and BVI is a “creditor” and each of theCompany, the Bank and The China Safe Deposit Company is a “debtor.”          (e) The Company, the Bank, The China Safe Deposit Company, UCBH, Buyer and UCB, each foritself and on behalf of each of its respective past and/or present, shareholders, members,directors, managers, officers, agents, employees, affiliates, successors and assigns, asapplicable, and each of them, covenants and agrees that it shall not, directly or indirectly,initiate, file, join in, endorse, support, fund, or promote any lawsuits, claims, demands, actionsor causes of action whatsoever, in law or equity, against Dr. Huang or BVI, or any of theirrespective past and/or present shareholders, directors, officers, agents, employees, parentcorporations, subsidiaries, affiliates, predecessors, successors, or assigns, as applicable, afterthe Effective Time for any reason related to, arising out of or in connection with any acts oromissions of any kind whatsoever by Dr. Huang or BVI prior to or at the Effective Time that areunrelated to this Agreement. In connection therewith, each of the Company, the Bank, The ChinaSafe Deposit Company, UCBH, Buyer and UCB fully and finally releases any and all claims it may haveagainst Dr. Huang or BVI related to, arising out of or in connection with any acts or omissions ofany kind whatsoever by Dr. Huang or BVI, as the case may be, prior to or at the Effective Timeother than those accruing under this Agreement, such release to become effective as of theEffective Time, and each of the Company, the Bank, The China Safe Deposit Company, UCBH, Buyer andUCB agrees that the foregoing release shall apply to all unknown and unanticipated claims prior toor at the Effective Time other than those accruing under this Agreement. California Civil Codesection 1542 provides as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IFKNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THEDEBTOR.Each of the Company, the Bank, The China Safe Deposit Company, UCBH, Buyer and UCB expressly waivesand relinquishes any and all rights it may have against Dr. Huang or BVI under California CodeSection 1542 delineated above except with respect to rights it may have under this Agreement,effective as of the Effective Time, with the understanding that for purposes of the foregoingstatutory language, each of the Company, the Bank, The China Safe Deposit Company, UCBH, Buyer andUCB is a “creditor” and each of Dr. Huang and BVI is a “debtor.”**ARTICLE IX****CONDITIONS PRECEDENT**     9.1. Conditions to Obligations of UCBH, Buyer and the Company to Effect the Merger.The respective obligations of UCBH, Buyer and the Company to consummate the Merger shall be subjectto the satisfaction at or prior to the Effective Time of the following conditions:          (a) Regulatory Approvals. All regulatory approvals and waivers required to consummatethe Merger or other transactions contemplated hereby, including, without limitation, the merger ofthe Bank with and into UCB, shall have been obtained and shall remain in full force and effectwithout the imposition of any conditions reasonably unsatisfactory to UCBH, and all statutorywaiting periods in respect thereof shall have expired (all such approvals and the expiration of allsuch waiting
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periods being referred to herein as the “Requisite Regulatory Approvals”), and themerger of the Bank with and into UCB can be consummated immediately following consummation of theMerger.          (b) No Injunctions or Restraints; Illegality. No judgment, order, injunction ordecree issued by any court or agency of competent jurisdiction or other legal restraint orprohibition (an “Injunction”) preventing the consummation of the Merger or other transactionscontemplated hereby, including, without limitation, the merger of the Bank with and into UCB, shallbe in effect. No statute, rule, regulation, order, injunction or decree shall have been enacted,entered, promulgated or enforced by any Governmental Entity that prohibits, restricts or makesillegal the consummation of the Merger or the other transactions contemplated hereby, including,without limitation, the merger of the Bank with and into UCB.     9.2. Conditions to Obligations of UCBH and Buyer. The obligation of UCBH and Buyer toconsummate the Merger is also subject to the satisfaction or waiver by UCBH at or prior to theEffective Time of the following conditions:          (a) Representations and Warranties. The representations and warranties of theCompany, the Bank, BVI and Dr. Huang set forth in this Agreement shall be true and correct as ofthe date of this Agreement and as of the Effective Time as though made at and as of the EffectiveTime (except that representations and warranties that by their terms speak specifically as of thedate of this Agreement or some other date shall be true and correct as of such date), in each caseexcept where the failure of such representations and warranties to be so true and correct (withoutgiving effect to any limitations as to “materiality” or “Material Adverse Effect” or similarqualification as to materiality set forth therein), would not, individually or in the aggregate,have a Material Adverse Effect, and UCBH shall have received (i) a certificate, dated the ClosingDate, signed on behalf of the Company by the managing member of the Company, (ii) a certificate,dated the Closing Date, signed on behalf of the Bank by the Chief Executive Officer and the ChiefFinancial Officer of the Bank, (iii) a certificate, dated the Closing Date, sighed on behalf of BVIby the director of BVI, and (iv) a certificate, dated the Closing Date, signed by Dr. Huang, tosuch effect with regard to the representations and warranties of the Company, the Bank, BVI and Dr.Huang, respectively.          (b) Performance of Obligations of the Company. Each of the Company and the Bank shallhave performed in all material respects all obligations required to be performed by it under thisAgreement at or prior to the Closing Date, and UCBH shall have received (i) a certificate, datedthe Closing Date, signed on behalf of the Company by the managing member of the Company, and (ii) acertificate, dated the Closing Date, signed on behalf of the Bank by the Chief Executive Officerand the Chief Financial Officer of the Bank, to such effect with regard to the obligations of theCompany and the Bank, respectively.          (c) Consents Under Agreements. All consents and approvals of all persons (other thanthe Governmental Entities) required for consummation of the Merger and the other transactionscontemplated hereby, including without limiting the generality of the foregoing, all consents oflessors of bank premises, shall have been obtained and shall be in full force and effect, unlessthe failure to obtain any such consent or approval would not reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect on the Company, the Bank, UCBH orBuyer.          (d) Material Adverse Effect. After the date hereof, there shall have been no changeor development or combination of changes or developments which, individually or in the aggregate,has had or is reasonably likely to have a Material Adverse Effect on the Company or the Bank.
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          (e) List of Properties. The Company shall have delivered to UCBH separate lists ofall of the Bank’s properties and assets, real and personal, tangible or intangible, which arereflected on a non-consolidated balance sheet of the Bank as of the end of the month preceding theClosing Date, prepared in accordance with GAAP.          (f) The Company Net Worth. At the Closing, the Net Worth of the Company shall be notless than the Company Closing Net Worth. For purposes of this condition, the “Company Closing NetWorth” shall be an amount equal to $45,500,000, as adjusted to give effect to:               (i) the after-tax effect of any expense of the Company or any of the Company Subsidiariesrelated to this Agreement and the transactions contemplated hereby, including payments to theCompany’s attorneys and accountants;               (ii) the after-tax effect of any gain or loss from the sale of assets by the Bank after June30, 2006 in the ordinary course of business consistent with its past practice; and               (iii) any change in the “Accumulated Other Comprehensive Loss” line on the Company’sconsolidated balance sheet after June 30, 2006, all as set forth in a consolidated balance sheet ofthe Company as of the end of the month preceding the Closing Date, prepared in accordance withGAAP.          (g) Allowance for Loan and Lease Losses. At the Closing, the Bank’s allowance forloan and lease losses shall be not less than $2,000,000, and the Bank’s allowance for loan andlease losses shall have been calculated in accordance with the Company’s existing methodology forsuch calculations as of the date of this Agreement and in accordance with GAAP.          (h) Core Deposits. The balance of Core Deposits with the Bank arising in the ordinarycourse of business consistent with its past practice shall be not less than $118,000,000 in theaggregate. Core Deposits in the Bank of all members, shareholders, directors and executiveofficers of the Company and the Bank shall amount to no more than $500,000 in the aggregate. Forpurposes of this Section 9.2(h), “Core Deposits” means the Bank’s total deposits (other than thoseof the Company) less all time deposits. The balance of non-interest bearing checking accountsdeposited with the Bank arising in the ordinary course of business consistent with its pastpractice shall be not less than $50,000,000 in the aggregate.          (i) Tax Opinion. UCBH shall have received from its counsel, Squire, Sanders & DempseyL.L.P., a written opinion dated as of the Closing Date and addressed to UCBH’s board of directors,in form and substance reasonably satisfactory to UCBH, to the effect that, on the basis of therepresentation letters of UCBH and the Company substantially in the forms set forth in Exhibit F tothis Agreement and any other facts, representations and assumptions set forth or referred to insuch opinion,the Merger will constitute a “reorganization” within the meaning of Section 368(a) of theCode, and each of UCBH and the Company will be a “party to a reorganization” within the meaning of368(b) of the Code.          (j) Opinion from SOP. The board of directors of UCBH shall have received from SOP nolater than at the time of execution of this Agreement a written opinion to the effect that, subjectto the matters set forth therein, terms and conditions of the Merger are fair to UCBH’sshareholders from a financial point of view.
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          (k) Member Approval. This Agreement shall have been approved and adopted by no lessthan 100% of the Company Percentage Interests under applicable law, and such approval shall nothave been withdrawn or revoked.          (l) Consent Orders. The Company, the Bank and Dr. Huang shall have complied, and bein compliance, in all respects with the Consent Order to Cease and Desist issued by the NYSBD on orabout March 16, 2004, the Order to Cease and Desist issued by the FDIC on or about March 16, 2004and the Cease and Desist Order issued by the Board of Governors of the Federal Reserve System on orabout May 6, 2004.          (m) Registration Rights, Lock-Up and Standstill Agreement. BVI and Dr. Huang shallhave executed and delivered to the Company the Registration Rights, Lock-Up and StandstillAgreement in substantially the form attached hereto as Exhibit E.     9.3. Conditions to Obligations of the Company. The obligation of the Company toconsummate the Merger is also subject to the satisfaction or waiver by the Company at or prior tothe Effective Time of the following conditions:          (a) Representations and Warranties. The representations and warranties of UCBH setforth in this Agreement shall be true and correct as of the date of this Agreement and as of theEffective Time as though made at and as of the Effective Time (except that representations andwarranties that by their terms speak specifically as of the date of this Agreement or some otherdate shall be true and correct as of such date), in each case except where the failure of suchrepresentations and warranties to be so true and correct (without giving effect to any limitationsas to “materiality” or “Material Adverse Effect” or similar qualification as to materiality setforth therein), would not, individually or in the aggregate, have a Material Adverse Effect, andthe Company shall have received a certificate, dated the Closing Date, signed on behalf of UCBH bythe Chief Executive Officer and the Chief Financial Officer of UCBH to such effect.          (b) Performance of Obligations of UCBH and Buyer. UCBH and Buyer shall have performedin all material respects all obligations required to be performed by them under this Agreement ator prior to the Closing Date, and the Company shall have received a certificate signed on behalf ofUCBH by the Chief Executive Officer and the Chief Financial Officer of UCBH to such effect.          (c) Consents Under Agreements. All consents and approvals of all persons (other thanthe Governmental Entities) required for consummation of the Merger and the other transactionscontemplated hereby shall have been obtained and shall be in full force and effect, unless thefailure to obtain any such consent or approval would not reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect on the Company, the Bank or UCBH.          (d) Tax Opinion. The Company shall have received from its counsel, Clifford Chance USLLP, a written opinion dated as of the Closing Date and addressed to the Company, in formand substance reasonably satisfactory to the Company, to the effect that, on the basis of therepresentation letters of UCBH and the Company substantially in the forms set forth in Exhibit F tothis Agreement and any other facts, representations and assumptions set forth or referred to insuch opinion, the Merger will constitute a “reorganization” within the meaning of Section 368(a) ofthe Code, and each of UCBH and the Company will be a “party to a reorganization” within the meaningof Section 368(b) of the Code.          (e) Registration Rights, Lock-Up and Standstill Agreement. UCBH shall have executedand delivered to the Company the Registration Rights, Lock-Up and Standstill Agreement insubstantially the form attached hereto as Exhibit E.
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          (f) Shelf Registration. The Shelf Registration Statement contemplated by and definedin the Registration Rights, Lock-Up and Standstill Agreement shall have become effective.     9.4. Frustration of Closing Conditions. None of UCBH, Buyer or the Company may relyon the failure of any condition set forth in Section 9.1, 9.2 or 9.3 hereof to which itsobligations are subject, as the case may be, to be satisfied if such failure was caused by suchparty’s failure to use its reasonable efforts to consummate the Merger or the other transactionscontemplated by this Agreement, as required by and subject to Section 8.13(a) hereof.**ARTICLE X****TERMINATION AND AMENDMENT**     10.1. Termination. This Agreement may be terminated at any time prior to theEffective Time, whether before or after approval by the member of the Company of the matterspresented in connection with the Merger:          (a) by mutual consent of UCBH and the Company;          (b) by either UCBH or the Company upon written notice to the other party (i) thirty (30) daysafter the date on which any request or application for a Requisite Regulatory Approval shall havebeen denied, approved based on conditions reasonably unsatisfactory to UCBH or withdrawn at therequest or recommendation of the Governmental Entity that must grant such Requisite RegulatoryApproval, unless within the thirty (30)-day period following such denial, approval with reasonablyunsatisfactory conditions to UCBH or withdrawal a petition for rehearing or an amended applicationhas been filed with the applicable Governmental Entity, or (ii) any Governmental Entity ofcompetent jurisdiction shall have issued a final nonappealable order enjoining or otherwiseprohibiting the Merger; provided, however, that no party shall have the right to terminate thisAgreement pursuant to this Section 10.1(b) if such denial, approval with conditions reasonablyunsatisfactory to UCBH, request, recommendation for withdrawal, order, injunction or prohibitionshall be due to the failure of the party seeking to terminate this Agreement to perform or observethe covenants and agreements of such party set forth herein.          (c) by either UCBH or the Company if the Merger shall not have been consummated on or beforeJuly 31, 2007 (the “Final Date”); provided, however, that the Final Date shall be automaticallyextended for up to an additional ninety (90) days if on July 31, 2007 any of the consents ofGovernmental Entities described in Section 4.4 have not been obtained or waived and are beingpursued diligently and in good faith and all other conditions to the Merger have been satisfied;and provided, further, that the right to terminate this Agreement under this Section 10.1(c) shallnot be available to any party whose breach of any obligation under this Agreement has been thecause of, or resulted in, the failure of the Merger to occur on or prior to such date;          (d) by either UCBH or the Company (provided that the terminating party is not then in materialbreach of any representation, warranty, covenant or other agreement contained herein) if thereshall have been a material breach of any of the representations or warranties set forth in thisAgreement by the other party, which breach is not cured within thirty days following written noticeto the party committing such breach, or which breach, by its nature, cannot be cured prior to theClosing; provided, however, that neither UCBH nor the Company shall have the right to terminatethis Agreement pursuant to this Section 10.1(d) unless the breach of representation or warranty,together with all other such breaches, would entitle the party receiving such representation not toconsummate the transactions
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contemplated hereby under Section 9.2(a) (in the case of a breach of arepresentation or warranty by the Company) or Section 9.3(a) (in the case of a breach of arepresentation or warranty by UCBH);          (e) by either UCBH or the Company (provided that the terminating party is not then in materialbreach of any representation, warranty, covenant or other agreement contained herein) if thereshall have been a material breach of any of the covenants or agreements set forth in this Agreementon the part of the non-terminating party, which breach shall not have been cured within thirty (30)days following receipt by the breaching party of written notice of such breach from the other partyhereto, or which breach, by its nature, cannot be cured prior to the Closing;          (f) by the Company at its election if the Average Closing Price is less than eighty percent(80%) of the Agreement Price and UCBH does not agree to adjust the Stock Amount in accordance withthis Section 10.1(f).               (i) If the conditions described in Section 10.1(f) above are satisfied, then the Company mayelect to terminate this Agreement by providing a written termination notice (a “Section 10.1(f)Termination Notice”) to UCBH at any time during the five (5) business days following theDetermination Date (the “Section 10.1(f) Termination Period”), subject to UCBH’s right to avoidsuch termination of this Agreement by electing to adjust the Stock Amount as described below.               (ii) Upon receipt from the Company of a Section 10.1(f) Termination Notice, UCBH may elect toadjust the Stock Amount, provided that such adjustment does not negate or adversely impact theconclusions reflected in the tax opinions to be delivered pursuant to Sections 9.2(i) and 9.3(d)hereof (a “Section 10.1(f) Adjustment Election”). To make a Section 10.1(f) Adjustment Election,UCBH shall provide to the Company written notice of the same (a “Section 10.1(f) AdjustmentNotice”) at any time during the five (5) business days following the date of receipt of a Section10.1(f) Termination Notice. Upon a Section 10.1(f) Adjustment Election, (i) the Stock Amount shallbe automatically adjusted and amended for all purposes under this Agreement by multiplying thepre-Section 10.1(f) Adjustment Election Stock Amount by a fraction, the numerator of which shall bethe product of the Agreement Price multiplied by 0.80 and the denominator of which shall be theAverage Closing Price; and (ii) the Section 10.1(f) Termination Notice shall be void, and thisAgreement shall continue in full force and effect with the Stock Amount adjusted as providedherein.               (iii) Notwithstanding any other provision contained in this Agreement, if the Average ClosingPrice is less than eighty percent (80%) of the Agreement Price, UCBH shall have no obligation toconsummate the Merger until the earliest to occur of (i) a lapse of the Section 10.1(f) TerminationPeriod without the Company providing a Section 10.1(f) Termination Notice, (ii) delivery to UCBH ofthe Company’s written waiver of its right to elect termination of this Agreement under this Section10.1(f), or (iii) the Company’s timely delivery to UCBH of a Section 10.1(f) Termination Noticeafter which UCBH has timely delivered to the Company a Section 10.1(f) Adjustment Notice.               (iv) The Company, the Bank, BVI and Dr. Huang shall not, and the Company, the Bank and BVIshall use their reasonable best efforts to ensure that their respectiveexecutive officers, directors, and stockholders who may be deemed an “affiliate” (as definedin SEC Rules 145 and 405) of the Company do not, purchase or sell, or submit a bid to purchase oran offer to sell, directly or indirectly, any shares of UCBH Common Stock or any options, rights orother securities convertible into shares of UCBH Common Stock during the determination period forthe Average Closing Price; and
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          (g) by UCBH at its election if the Average Closing Price is more than one hundred twentypercent (120%) of the Agreement Price and the Company does not agree to adjust the Stock Amount inaccordance with this Section 10.1(g).               (i) If the conditions described in Section 10.1(g) above are satisfied, then UCBH may elect toterminate this Agreement by providing a written termination notice (a “Section 10.1(g) TerminationNotice”) to the Company at any time during the five (5) business days following the DeterminationDate (the “Section 10.1(g) Termination Period”), subject to the Company’s right to avoid suchtermination of this Agreement by electing to adjust the Stock Amount as described below.               (ii) Upon receipt from UCBH of a Section 10.1(g) Termination Notice, the Company may elect toadjust the Stock Amount, provided that such adjustment does not negate or adversely impact theconclusions reflected in the tax opinions to be delivered pursuant to Sections 9.2(i) and 9.3(d)hereof (a “Section 10.1(g) Adjustment Election”). To make a Section 10.1(g) Adjustment Election,the Company shall provide to UCBH written notice of the same (a “Section 10.1(g) AdjustmentNotice”) at any time during the five (5) business days following the date of receipt of a Section10.1(g) Termination Notice. Upon a Section 10.1(g) Adjustment Election, (i) the Stock Amount shallbe automatically adjusted and amended for all purposes under this Agreement by multiplying thepre-Section 10.1(g) Adjustment Election Stock Amount by a fraction, the numerator of which shall bethe product of the Agreement Price multiplied by 1.20 and the denominator of which shall be theAverage Closing Price; and (ii) the Section 10.1(g) Termination Notice shall be void, and thisAgreement shall continue in full force and effect with the Stock Amount adjusted as providedherein.               (iii) Notwithstanding any other provision contained in this Agreement, if the Average ClosingPrice is more than one hundred twenty percent (120%) of the Agreement Price, the Company shall haveno obligation to consummate the Merger until the earliest to occur of (i) a lapse of the Section10.1(g) Termination Period without UCBH providing a Section 10.1(g) Termination Notice, (ii)delivery to the Company of UCBH’s written waiver of its right to elect termination of thisAgreement under this Section 10.1(g), or (iii) UCBH’s timely delivery to the Company of a Section10.1(g) Termination Notice after which the Company has timely delivered to UCBH a Section 10.1(g)Adjustment Notice.               (iv) UCBH and Buyer shall not, and UCBH and Buyer shall use their reasonable best efforts toensure that their respective executive officers, directors, and stockholders who may be deemed an“affiliate” (as defined in SEC Rules 145 and 405) of UCBH do not, purchase or sell, or submit a bidto purchase or an offer to sell, directly or indirectly, any shares of UCBH Common Stock or anyoptions, rights or other securities convertible into shares of UCBH Common Stock during thedetermination period for the Average Closing Price.     10.2. Effect of Termination.          (a) In the event of termination of this Agreement by any party as provided in Section 10.1,this Agreement shall forthwith become null and void and have no effect except that Sections 8.4,10.2 and 11.2 hereof shall survive any termination of this Agreement.          (b) Notwithstanding anything herein to the contrary, if termination of this Agreement requirespayment of a “termination fee” pursuant to the following two subsections, such termination shallbecome effective only upon receipt of the applicable termination fee by the party entitled to suchpayment:
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               (i) In the event that this Agreement is terminated by the Company or UCBH under Section10.1(d) or 10.1(e) hereof for a willful material breach of this Agreement by the other, and theterminating party is not itself in material breach of this Agreement, the breaching party shall paythe terminating party a termination fee of $6,500,000 by wire transfer of immediately availablefunds on the date of termination. The Company and UCBH agree that the agreement contained in thisSection 10.2(b)(i) is an integral part of the transactions contemplated by this Agreement andconstitutes liquidated damages and not a penalty.               (ii) In the event that this Agreement is terminated by the Company or UCBH under Section10.1(d) or 10.1(e) hereof for a material breach of this Agreement by the other that was notwillful, and the terminating party is not itself in material breach of this Agreement, thebreaching party shall pay the terminating party a termination fee of $500,000 by wire transfer ofimmediately available funds on the date of termination. The Company and UCBH agree that theagreement contained in this Section 10.2(b)(ii) is an integral part of the transactionscontemplated by this Agreement and constitutes liquidated damages and not a penalty.     10.3. Amendment. This Agreement may not be amended except by an instrument in writingsigned by duly authorized representatives on behalf of each of the parties hereto.     10.4. Extension; Waiver. At any time prior to the Effective Time, UCBH and theCompany, by action taken or authorized by its board of directors, may, to the extent legallyallowed, (a) extend the time for the performance of any of the obligations or other acts of theother party or the other party’s affiliates hereunder, (b) waive any inaccuracies in therepresentations and warranties of the other party or the other party’s affiliates contained hereinor in any document delivered pursuant hereto, and (c) waive compliance by the other party or theother party’s affiliates with any of its agreements contained herein, or waive compliance with anyof the conditions to its obligations hereunder. Any agreement on the part of UCBH or the Companyto any such extension or waiver shall be valid only if set forth in a written instrument signed byduly authorized representatives on behalf of such party, but such extension or waiver or failure toinsist on strict compliance with an obligation, covenant, agreement or condition shall not operateas a waiver of, or estoppel with respect to, any subsequent or other failure.**ARTICLE XI****GENERAL PROVISIONS**     11.1. Nonsurvival of Representations and Warranties, Covenants and Agreements. Noneof the representations, warranties, covenants and agreements in this Agreement or in any instrumentdelivered pursuant to this Agreement shall survive the Effective Time, except for those covenantsand agreements contained herein and therein which by their terms apply in whole or in part afterthe Effective Time.     11.2. Expenses. All costs and expenses incurred in connection with this Agreement andthe transactions contemplated hereby shall be paid by the party incurring such expense, except asprovided otherwise herein.     11.3. Notices. All notices and other communications hereunder shall be in writing andshall be deemed given if delivered personally, mailed by registered or certified mail (returnreceipt requested) or delivered by an express courier (with confirmation) to the parties at thefollowing addresses (or at such other address for a party as shall be specified by like notice): (a) if to UCBH or Buyer, to:
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         UCBH Holdings, Inc.    555 Montgomery Street    San Francisco, CA 94111    Attention: Eileen Romero, Vice President and Corporate Secretary         with copies (which shall not constitute notice to UCBH or Buyer) to:         Squire, Sanders & Dempsey L.L.P.    One Maritime Plaza, Suite 300    San Francisco, CA 94111-3492    Attention: Nicholas Unkovic, Esq.    David Kenny, Esq.         and:         Sandler O’Neill & Partners, L.P.    919 Third Avenue (6th Floor)    New York, NY 10022    Attention: Thomas W. Killian       (b) if to the Company, to:         CAB Holding, LLC    c/o Corporation Service Company    1013 Centre Road    Wilmington, DE 19805-1297    Attention: Secretary         with a copy (which shall not constitute notice to the Company) to:         Clifford Chance US LLP    31 West 52nd Street    New York, NY 10019    Attention: Paul C. Meyer, Esq.         with an additional copy (which shall not constitute notice to the Company)to:         Dr. Paul Shi H. Huang    14th Floor, No.180, Chung Hsiao East Road, Sec. 4    Taipei, Taiwan, Republic of China       (c) if to BVI, to:         CAB International Holding Limited    c/o Craigmuir Chambers    P.O. Box 71    Road Town    Tortola    British Virgin Islands    Attention: Dr. Paul Shi H. Huang
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         with copies (which shall not constitute notice to BVI) to:         Clifford Chance US LLP    31 West 52nd Street    New York, NY 10019    Attention: Paul C. Meyer, Esq.       (d) if to Dr. Huang, to:         Dr. Paul Shi H. Huang    14th Floor, No.180, Chung Hsiao East Road, Sec. 4    Taipei, Taiwan, Republic of China         with copies (which shall not constitute notice to Dr. Huang) to:         Clifford Chance US LLP    31 West 52nd Street    New York, NY 10019    Attention: Paul C. Meyer, Esq.     11.4. Interpretation. Wherever the term “person” is used in this Agreement, it shallbe construed broadly to include any person or entity of any kind. Whenever the words “include,”“includes” or “including” are used in this Agreement, they shall be deemed to be followed by thewords “without limitation.” Wherever the term “knowledge” is used in this Agreement, it means theknowledge of such party after diligent inquiry. Unless specified otherwise herein, the terms“Section,” “Schedule,” “Exhibit” and “Appendix” refer to sections, schedules, exhibits andappendices attached to this Agreement, respectively. The terms “hereof,” “herein,” “hereby” and“hereunder” and words of similar import refer to this Agreement as a whole, including allappendices, exhibits and schedules hereto. The phrases “the date of this Agreement,” “the datehereof’ and terms of similar import, unless the context otherwise requires, shall be deemed torefer to the date set forth in the introductory paragraph of this Agreement. Terms defined in thesingular have a comparable meaning when used in the plural and vice versa. The table of contentsand headings contained in this Agreement are for reference purposes only and shall not affect inany way the meaning or interpretation of this Agreement. The parties have participated jointly inthe negotiation and drafting of this Agreement. In the event an ambiguity or question of intent orinterpretation arises, this Agreement shall be construed as if drafted jointly by the parties andno presumption or burden of proof shall arise favoring or disfavoring any party by virtue of theauthorship of any of the provisions of this Agreement.     11.5. Counterparts. This Agreement may be executed in counterparts, all of whichshall be considered one and the same agreement and shall become effective when counterparts havebeen signed by each party hereto and delivered to the other party, it being understood that allparties need not sign the same counterpart.     11.6. Entire Agreement. This Agreement, together with all appendices, exhibits,schedules and other attachments hereto (including the documents and the instruments referred toherein and therein, including, without limitation, the Confidentiality Agreement), constitutes theentire agreement and supersedes all prior agreements and understandings, both written and oral,between the parties with respect to the subject matter hereof. Notwithstanding the foregoing, anyprovision of the Confidentiality Agreement or any other document or instrument referred to hereinthat conflicts with any provision of this Agreement shall be superseded by the provisions hereof.
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     11.7. Governing Law. The formation, construction, and performance of this Agreement,including the rights and duties of the parties hereunder, shall be construed, interpreted,governed, applied and enforced in accordance with the laws of the State of California applicable toagreements entered into and performed entirely in the State of California by residents thereof,without regard to any provisions thereof relating to conflicts of laws among differentjurisdictions. Each of the parties consents that all service of process may be made by delivery ofthe summons and complaint by certified or registered mail, return receipt requested, or bymessenger, directed to it at its address for notices set forth in Section 11.3 hereof, and thatservice so made shall be deemed to have been made as of the date of the receipt indicated in thecertification, signed and returned postal receipt, or other proof of service applicable to themethod of service employed.     11.8. Enforcement of Agreement. The parties hereto agree that irreparable damagewould occur in the event that the provisions contained in Section 8.4 of this Agreement were notperformed in accordance with their specific terms or were otherwise breached. It is accordinglyagreed that the parties shall be entitled to an injunction or injunctions to prevent breaches ofSection 8.4 of this Agreement and to enforce specifically the terms and provisions thereof in anycourt of the United States or any state having jurisdiction, this being in addition to any otherremedy to which they are entitled at law or in equity.     11.9. Severability. Any term or provision of this Agreement that is invalid orunenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent ofsuch invalidity or unenforceability without rendering invalid or unenforceable the remaining termsand provisions of this Agreement or affecting the validity or enforceability of any of the terms orprovisions of this Agreement in any other jurisdiction. If any provision of this Agreement is sobroad as to be unenforceable, the provision shall be interpreted to be only so broad as isenforceable.     11.10. Publicity. Except as otherwise required by law or by the rules of the NASDAQ,so long as this Agreement is in effect, neither UCBH nor the Company shall, nor shall UCBH or theCompany permit any of their respective Subsidiaries to, issue or cause the publication of any pressrelease or other public announcement with respect to, or otherwise make any public statementconcerning, the transactions contemplated by this Agreement without the consent of the otherparties hereto, which consent shall not be unreasonably withheld, delayed or conditioned.     11.11. Assignment; No Third Party Beneficiaries. Neither this Agreement nor any ofthe rights, interests or obligations hereunder shall be assigned by any of the parties hereto(whether by operation of law or otherwise) without the prior written consent of the other party.Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of andbe enforceable by, the parties and their respective heirs, administrators, executors, successorsand assigns. Except as otherwise expressly provided herein, this Agreement (including thedocuments and instruments referred to herein) is not intended to confer upon any person other thanthe parties hereto any rights or remedies hereunder.     11.12. Fax Signatures. Any signature page hereto delivered by a fax machine ortelecopy machine shall be binding to the same extent as an original signature page, with regard tothis Agreement, any agreement subject to the terms hereof or any amendment hereto or thereto. Anyparty who delivers such a signature page agrees to later deliver an original counterpart to anyparty that requests it.[remainder of page intentionally left blank]
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     IN WITNESS WHEREOF, UCBH, Buyer, the Company, BVI, Dr. Huang, the Bank (for purposes ofArticles III, IV and VIII and Section 7.3 only), UCB (for purposes of Section 8.13(e) only) and TheChina Safe Deposit Company (for purposes of Section 8.13(e) only) have executed or caused thisAgreement to be executed by their respective officers thereunto duly authorized as of the datefirst above written.           **UCBH HOLDINGS, INC.**             By: /s/ Thomas S. Wu        Name:  Thomas S. Wu      Title: Chairman, President and CEO                       **UCB MERGER II, LLC**             By:  Thomas S. Wu        Name:  Thomas S. Wu      Title: Thomas S. Wu                       **CAB HOLDING, LLC**             By: /s/ Paul Shi H. Huang        Name: /s/ Paul Shi H. Huang      Title: Director                       **CAB INTERNATIONAL HOLDING LIMITED**             By: /s/ Paul Shi H. Huang        Name:  Paul Shi H. Huang      Title:    Director                    **DR. PAUL SHI H. HUANG**                  Dr. Paul Shi H. Huang  
 

 
             For the purposes of Section 8.13(e) only:             **THE CHINA SAFE DEPOSIT COMPANY**             By: /s/ Bill Hsiao       Name: Bill Hsiao      Title: Chairman                        For the purposes of Articles III, IV and VIII and      Section 7.3 only:             **THE CHINESE AMERICAN BANK**         By: /s/ Seng C. Chang     Name:        Title:                        For the purposes of Section 8.13(e) only:    **UNITED COMMERCIAL BANK**             By: /s/ Thomas S. Wu     Name:        Title:             
 

 
**APPENDIX I****DEFINITIONS**     As used in this Agreement, the following terms have the definitions set forth herein:          (a) “Acquisition Proposal” means any inquiry, proposal or offer, filing of any regulatoryapplication or notice (whether in draft or final form) or disclosure of an intention to do any ofthe foregoing from any person relating to any (i) direct or indirect acquisition or purchase of abusiness that constitutes a substantial portion of the net revenues, net income or assets of theCompany or the Bank, (ii) direct or indirect acquisition or purchase of any class of equitysecurities representing ten percent (10%) or more of the voting power of the Company or the Bank,(iii) tender offer or exchange offer that if consummated would result in any person beneficiallyowning a substantial interest in any class of equity securities of the Company or the Bank, or (iv)merger, consolidation, business combination, recapitalization, liquidation, dissolution or similartransaction involving the Company or the Bank, other than the transactions contemplated by thisAgreement.          (b) “Agreement Price” means $17.53.          (c) “Appraised Properties” has the meaning given such term in Section 2.1(b) hereof.          (d) “Average Closing Price” means the average of the daily closing price for a share of UCBHCommon Stock as reported on the NASDAQ Global Select Market for the twenty (20) consecutive tradingdays preceding the fifth (5th) business day prior to the Effective Time.          (e) “Bank Common Stock” has the meaning given such term in Section 4.2(b).          (f) “Bonus Payments” has the meaning given such term in Section 8.12 hereof.          (g) “Bonus Recipients” has the meaning given such term in Section 8.12 hereof.          (h) “Borrower” has the meaning given such term in Section 4.16(b) hereof.          (i) “BVI Common Stock” has the meaning given such term in Section 6.2 hereof.          (j) “CADFI” means the California Department of Financial Institutions.          (k) “Cash Amount” means $65,064,000, less the amount of any adjustment pursuant to Sections1.5(b) or 2.1 hereof.          (l) “CFC” means the California Financial Code.          (m) “CGCL” means the California General Corporation Law.          (n) “Closing” has the meaning given such term in Section 1.3(a) hereof.          (o) “Closing Date” has the meaning given such term in Section 1.3(a) hereof.          (p) “Code” has the meaning given in the recitals hereof.
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          (q) “Company Closing Net Worth” has the meaning given such term in Section 9.2(f) hereof.          (r) “Company Contract” has the meaning given such term in Section 4.15(a) hereof.          (s) “Company Disclosure Schedule” has the meaning given such term in Section 3.1 hereof.          (t) “Company Percentage Interest” means “a limited liability company interest,” as defined inthe DLLCA, expressed as a percentage of all outstanding limited liability company interests in theCompany.          (u) “Company Plans” has the meaning given such term in Section 4.11(a) hereof.          (v) “Company Real Property” means any real property and any improvements thereon which (i) iscurrently or was formerly owned or leased by the Company or any of the Company’s Subsidiaries, or(ii) with respect to which the Company or any of the Company’s Subsidiaries is under contract topurchase or lease as of the date hereof.          (w) “Confidentiality Agreement” means the confidentiality letter agreement, dated September13, 2006, between the Company and UCBH.          (x) “Core Deposits” has the meaning given such term in Section 9.2(h) hereof.          (y) “CSD Common Stock” has the meaning given such term in Section 4.2(c) hereof.          (z) “Delaware certificate of Merger” has the meaning given such term in Section 1.3(b) hereof.          (aa) “Delaware Secretary” has the meaning given such term in Section 1.3(b) hereof.          (bb) “Derivative Transaction” means any transaction involving a derivative instrument withinthe scope of Financial Accounting Standards Board Statement 133, including, without limitation, anyswap transaction, option, warrant, forward purchase or sale transaction, futures transaction, captransaction, floor transaction or collar transaction relating to one or more currencies,commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-relatedevents, credit-related events or conditions or any indexes, or any other similar transaction(including any option with respect to any of these transactions) or combination of any of thesetransactions, including collateralized mortgage obligations or other similar instruments or anydebt or equity instruments evidencing or embedding any such types of transactions, and any relatedcredit support, collateral or other similar arrangements related to such transactions.          (cc) “Determination Date” means the fifth (5th) business day prior to the Effective Time.          (dd) “DLLCA” means the Delaware Limited Liability Company Act.          (ee) “Effective Time” has the meaning given such term in Section 1.3(b) hereof.
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          (ff) “Environmental Laws” means any national, state, municipal or local law, regulation, ruleor ordinance, order, decree, judgment, injunction, or other legally binding requirement oragreement issued, promulgated or entered into by any Governmental Entity, relating to pollution orprotection of the environment, or health and safety, including, without limitation, laws relatingto releases or threatened releases of Hazardous Materials into the indoor or outdoor environment orotherwise relating to the manufacture, processing, use, treatment, storage, release, transport orhandling of Hazardous Materials, and all laws with regard to recordkeeping, notification,disclosure, training and reporting requirements respecting Hazardous Materials, and all lawsrelating to protection or use of natural resources.          (gg) “Environmental Permits” has the meaning given such term in Section 4.16(d) hereof.          (hh) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.          (ii) “ERISA Affiliate” of a party to this Agreement means a trade or business (whetherincorporated or not) that is a member of a controlled group of corporations of such party asdefined in Section 414(b) or (c) of the Code, or an affiliated service group with such party asdefined in Section 414(m) or (o) of the Code.          (jj) “Exchange Act” means the Securities Exchange Act of 1934, as amended.          (kk) “FDIC” means the Federal Deposit Insurance Corporation.          (ll) “FDIC Application” has the meaning given such term in Section 4.4 hereof.          (mm) “Final Date” has the meaning given such term in Section 10.1(c) hereof.          (nn) “FRB” means the Federal Reserve Board.          (oo) “FRB Application” has the meaning given such term in Section 4.4 hereof.          (pp) “FRB Order” has the meaning given to such term in Section 4.14(e) hereof.          (qq) “GAAP” means generally accepted accounting principles.          (rr) “Governmental Entity” has the meaning given such term in Section 4.4(a) hereof.          (ss) “Hazardous Materials” means any chemical, compound, material, mixture, organism orsubstance that is now or hereafter defined or listed in, or otherwise classified or regulated inany way pursuant to, any Environmental Law as a “hazardous waste,” “hazardous substance,”“hazardous material,” “infectious waste,” “toxic substance,” “pollutant” or other formulationintended to define, list or classify substances by reason of deleterious properties, including,without limitation, ignitability, corrosivity, reactivity, carcinogenicity, or toxicity, theforegoing definition to include, without limitation, oil or petroleum products or constituents ofany kind whatsoever, and asbestos, lead paint, radon and mold.          (tt) “Indemnified Parties” has the meaning given such term in Section 8.7(a) hereof.
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          (uu) “Injunction” has the meaning given such term in Section 9.1(b) hereof.          (vv) “Insurance Amount” has the meaning given such term in Section 8.7(b) hereof.          (ww) “knowledge” has the meaning given such term in Section 11.4 hereof.          (xx) “Lien” has the meaning given such term in Section 4.3(b) hereof.          (yy) “Loan Property” means any property in which the Company or any of the Company’sSubsidiaries holds a security interest, and, where required by the context, said term means theowner or operator of such property.          (zz) “Loans” has the meaning given such term in Section 4.19(a) hereof.          (aaa) “Material Adverse Effect” means with respect to a person, an effect which (i) ismaterially adverse to the business, results of operations or financial condition of such person andits Subsidiaries (if any) taken as a whole, other than any such effect attributable to or resultingfrom (A) any change in banking or similar laws, rules, regulations or policies of generalapplicability or interpretations thereof by courts or governmental authorities, (B) any change inGAAP or regulatory accounting principles, in each case which affects banks, thrifts or theirholding companies generally, (C) events, conditions or trends in economic, business or financialconditions generally or affecting banks, thrifts or their holding companies specifically (includingchanges in the prevailing level of interest rates), (D) changes in national or internationalpolitical or social conditions, including the engagement by the United States in hostilities,whether or not pursuant to the declaration of a national emergency or war, or the occurrence of anymilitary or terrorist attack upon or within the United States or any of its territories, possessionor diplomatic or consular offices or upon any military installation, equipment or personnel of theUnited States, or (E) in the case of the Company, any action or omission of the Company taken withthe prior written consent of UCBH, and in the case of UCBH, any action or omission of UCBH takenwith the prior written consent of the Company; or (ii) materially impairs the ability of suchperson to consummate the transactions contemplated hereby.          (bbb) “Merger” has the meaning given such term in the recitals hereof.          (ccc) “Merger Consideration” has the meaning given such term in Section 1.5(a) hereof.          (ddd) “Net Worth” means, the total member’s equity of the Company determined in accordancewith GAAP consistently applied.          (eee) “NYBCL” means the New York Business Corporation Law, Chapter 4 of the New York StateConsolidated Laws.          (fff) “NYBL” means the New York Banking Law, Chapter 2 of the New York State ConsolidatedLaws.          (ggg) “NYSBD” means the New York State Banking Department.          (hhh) “OSHA” means the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 *etseq*.
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          (iii) “Other Real Estate Owned” means real estate (including capitalized and operating leases)acquired by the Bank in full or partial satisfaction of a debt previously contracted.          (jjj) “Owner Debt” means all indebtedness of the Company to BVI, which (i) totaled $12,616,977as of September 30, 2006 and (ii) was extinguished prior to the execution of this Agreement as setforth in Section 4.30 hereof.          (kkk) “Regulatory Agency” has the meaning given such term in Section 4.5(a) hereof.          (lll) “Requisite Regulatory Approvals” has the meaning given such term in Section 9.1(a)hereof.          (mmm) “SEC” means the U.S. Securities and Exchange Commission.          (nnn) “SEC Documents” means, collectively, all registration statements, proxy statements,annual reports, quarterly reports and reports on Form 8-K filed by UCBH with the SEC since January1, 2002, as such documents have been amended since the time of their filing.          (ooo) “Section 10.1(f) Adjustment Election” has the meaning given such term in Section 10.1(f)hereof.          (ppp) “Section 10.1(f) Adjustment Notice” has the meaning given such term in Section 10.1(f)hereof.          (qqq) “Section 10.1(f) Termination Notice” has the meaning given such term in Section 10.1(f)hereof.          (rrr) “Section 10.1(f) Termination Period” has the meaning given such term in Section 10.1(f)hereof.          (sss) “Section 10.1(g) Adjustment Election” has the meaning given such term in Section 10.1(g)hereof.          (ttt) “Section 10.1(g) Adjustment Notice” has the meaning given such term in Section 10.1(g)hereof.          (uuu) “Section 10.1(g) Termination Notice” has the meaning given such term in Section 10.1(g)hereof.          (vvv) “Section 10.1(g) Termination Period” has the meaning given such term in Section 10.1(g)hereof.          (www) “Securities Act” means the Securities Act of 1933, as amended.          (xxx) “SOP” has the meaning given such term in Section 5.4 hereof.          (yyy) “State Banking Approvals and Notices” has the meaning given such term in Section 4.4hereof.
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          (zzz) “Stock Amount” means 3,711,580 shares of UCBH Common Stock, as may be adjusted (roundedto the nearest whole number) pursuant to Sections 1.5(b), 2.3(a), 10.1(f) or 10.1(g) hereof.          (aaaa) “Subsidiary” means, with respect to any party, any corporation or other entity of whicha majority of the capital stock or other ownership interests having ordinary voting power to electa majority of the board of directors or other persons performing similar functions are at the time,directly or indirectly, owned by such party.          (bbbb) “Surviving Company” has the meaning given such term in Section 1.2 hereof.          (cccc) “Takeover Laws” has the meaning given such term in Section 4.4(b) hereof.          (dddd) “Takeover Provisions” has the meaning given such term in Section 4.4(b) hereof.          (eeee) “Tax Return” means any return, report, information return or other document (includingany related or supporting information) required to be filed with a Governmental Entity with respectto Taxes.          (ffff) “Taxes” means all taxes, charges, fees, levies, penalties or other assessments imposedby any United States federal, state, local or foreign taxing authority, including, but not limitedto, income, excise, property, sales, transfer, franchise, payroll, withholding, social security orother taxes, including any interest, penalties or additions attributable thereto.          (gggg) “UCBH Capital Stock” means UCBH Common Stock and UCBH Preferred Stock, collectively.          (hhhh) “UCBH Common Stock” means common stock of UCBH, par value $0.01 per share.          (iiii) “UCBH Disclosure Schedule” has the meaning given such term in Section 3.1 hereof.          (jjjj) “UCBH Option Plans” has the meaning given such term in Section 5.13 hereof.          (kkkk) “UCBH Option” has the meaning given such term in Section 5.13 hereof.          (llll) “UCBH Plans” means the incentive compensation plans, deferred compensation plans andequity compensation plans; “welfare” plans, funds or programs (within the meaning of Section 3(1)of ERISA); “pension” plans, funds or programs (within the meaning of Section 3(2) of ERISA);employment, termination or severance agreements; and other employee benefit plans, funds, programs,agreements and benefit arrangements that are sponsored or maintained, or to which contributions aremade or required to be made, by UCBH, any of UCBH’s Subsidiaries or any of UCBH’s ERISA Affiliatesfor the benefit of any current or former employee, director or consultant of UCBH or any of UCBH’sSubsidiaries or any of the UCBH’s ERISA Affiliates.          (mmmm) “UCBH Preferred Stock” means preferred stock of UCBH, par value $0.01 per share.
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          (nnnn) “UCBH Reports” has the meaning given such term in Section 5.11 hereof.          (oooo) “USA PATRIOT Act” has the meaning given such term in Section 4.14(a) hereof.
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