FORM OF
EXHIBIT A ATTACHED TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT BY AND BETWEEN
PARENT AND CONTINENTAL DATED AS OF JUNE 29, 2005.
SUBJECT TO APPLICABLE LAWS
RELATING TO THE EXCHANGE OF INFORMATION AND THE PRESERVATION OF ANY APPLICABLE
ATTORNEY-CLIENT PRIVILEGE, WORK-PRODUCT DOCTRINE, SELF-AUDIT PRIVILEGE OR OTHER
SIMILAR PRIVILEGE, EACH OF THE COMPANY AND PARENT SHALL HAVE THE RIGHT TO REVIEW
AND COMMENT ON IN ADVANCE, AND TO THE EXTENT PRACTICABLE EACH WILL CONSULT THE
OTHER ON, ALL THE INFORMATION RELATING TO SUCH PARTY THAT APPEARS IN ANY FILING
MADE WITH, OR WRITTEN MATERIALS SUBMITTED TO, ANY THIRD PARTY AND/OR ANY
GOVERNMENTAL ENTITY IN CONNECTION WITH THE MERGER AND THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY.
IN EXERCISING THE FOREGOING RIGHT, EACH OF THE COMPANY AND
PARENT SHALL ACT REASONABLY AND AS PROMPTLY AS PRACTICABLE.
5.7
REQUIRED INFORMATION.
IN CONNECTION WITH THE PREPARATION OF THE
MERGER FORM 8-K AND PRESS RELEASE, AND FOR SUCH OTHER REASONABLE PURPOSES, THE
COMPANY AND PARENT EACH SHALL, UPON REQUEST BY THE OTHER, FURNISH THE OTHER WITH
ALL INFORMATION CONCERNING THEMSELVES, THEIR RESPECTIVE DIRECTORS, OFFICERS AND
STOCKHOLDERS (INCLUDING THE DIRECTORS OF PARENT AND THE COMPANY TO BE ELECTED
EFFECTIVE AS OF THE CLOSING PURSUANT TO SECTION 5.3 HEREOF) AND SUCH OTHER
MATTERS AS MAY BE REASONABLY NECESSARY OR ADVISABLE IN CONNECTION WITH THE
MERGER, OR ANY OTHER STATEMENT, FILING, NOTICE OR APPLICATION MADE BY OR ON
BEHALF OF THE COMPANY AND PARENT TO ANY THIRD PARTY AND/OR ANY GOVERNMENTAL
ENTITY IN CONNECTION WITH THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY.
EACH PARTY WARRANTS AND REPRESENTS TO THE OTHER PARTY THAT ALL SUCH
INFORMATION SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND WILL NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS CONTAINED
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
5.8
CONFIDENTIALITY; ACCESS TO INFORMATION.
(A)
CONFIDENTIALITY.
ANY CONFIDENTIALITY AGREEMENT PREVIOUSLY EXECUTED BY THE PARTIES SHALL BE
SUPERSEDED IN ITS ENTIRETY BY THE PROVISIONS OF THIS AGREEMENT.
EACH PARTY
AGREES TO MAINTAIN IN CONFIDENCE ANY NON-PUBLIC INFORMATION RECEIVED FROM THE
OTHER PARTY, AND TO USE SUCH NON-PUBLIC INFORMATION ONLY FOR PURPOSES OF
CONSUMMATING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SUCH
CONFIDENTIALITY OBLIGATIONS WILL NOT APPLY TO (I) INFORMATION WHICH WAS KNOWN TO
THE ONE PARTY OR THEIR RESPECTIVE AGENTS PRIOR TO RECEIPT FROM THE OTHER PARTY;
(II) INFORMATION WHICH IS OR BECOMES GENERALLY KNOWN; (III) INFORMATION ACQUIRED
BY A PARTY OR THEIR RESPECTIVE AGENTS FROM A THIRD PARTY WHO
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WAS NOT BOUND TO AN OBLIGATION OF CONFIDENTIALITY; AND (IV) DISCLOSURE REQUIRED
BY LAW.
IN THE EVENT THIS AGREEMENT IS TERMINATED AS PROVIDED IN ARTICLE VIII
HEREOF, EACH PARTY (I) WILL RETURN OR CAUSE TO BE RETURNED TO THE OTHER ALL
DOCUMENTS AND OTHER MATERIAL OBTAINED FROM THE OTHER IN CONNECTION WITH THE
MERGER CONTEMPLATED HEREBY, AND (II) WILL USE ITS REASONABLE BEST EFFORTS TO
DELETE FROM ITS COMPUTER SYSTEMS