DATE OF THIS AGREEMENT AND PRIOR TO
THE CLOSING (A) THE COMPANY HAS RECEIVED A BONA FIDE WRITTEN COMPETING PROPOSAL
FROM A THIRD PARTY, (B) THE COMPANY HAS NOT KNOWINGLY BREACHED SECTION 4(K)(I),
(C) THE COMPANY BOARD DETERMINES IN GOOD FAITH, AFTER CONSULTATION WITH ITS
FINANCIAL ADVISORS AND OUTSIDE COUNSEL, THAT SUCH COMPETING PROPOSAL
CONSTITUTES, OR IS REASONABLY LIKELY TO RESULT IN, A SUPERIOR PROPOSAL AND
(D) AFTER CONSULTATION WITH ITS OUTSIDE COUNSEL, THE COMPANY BOARD DETERMINES IN
GOOD FAITH THAT SUCH ACTION IS NECESSARY TO COMPLY WITH ITS FIDUCIARY DUTIES TO
THE SHAREHOLDERS OF THE COMPANY UNDER APPLICABLE LAW, THEN THE COMPANY OR THE
COMPANY REPRESENTATIVES MAY (X) FURNISH INFORMATION WITH RESPECT TO THE COMPANY
AND THE SUBSIDIARIES TO THE PERSON MAKING SUCH COMPETING PROPOSAL AND
(Y) PARTICIPATE IN DISCUSSIONS OR NEGOTIATIONS WITH THE PERSON MAKING SUCH
COMPETING PROPOSAL REGARDING SUCH COMPETING PROPOSAL; PROVIDED THAT THE COMPANY
(I) SHALL HAVE NOTIFIED STERLING IN WRITING (WHICH MAY BE BY ELECTRONIC MAIL) AT
LEAST 24 HOURS PRIOR TO ANY DETERMINATION CONCERNING A COMPETING PROPOSAL
PURSUANT TO THIS SECTION 4(K)(II), (II) WILL NOT, AND WILL NOT ALLOW THE
SUBSIDIARIES AND THE COMPANY REPRESENTATIVES TO, DISCLOSE ANY INFORMATION TO
SUCH PERSON WITHOUT FIRST ENTERING INTO AN ACCEPTABLE CONFIDENTIALITY AGREEMENT,
AND (III) WILL PROMPTLY PROVIDE TO STERLING ANY MATERIAL INFORMATION CONCERNING
THE COMPANY OR THE SUBSIDIARIES PROVIDED TO SUCH OTHER PERSON WHICH WAS NOT
PREVIOUSLY PROVIDED TO STERLING.
THE COMPANY SHALL NOT, AND SHALL CAUSE THE
SUBSIDIARIES NOT TO, ENTER INTO ANY CONTRACT WITH ANY PERSON SUBSEQUENT TO THE
DATE OF THIS AGREEMENT, AND NEITHER THE COMPANY NOR ANY OF THE SUBSIDIARIES IS
PARTY TO ANY CONTRACT THAT PROHIBITS THE COMPANY FROM PROVIDING SUCH INFORMATION
TO STERLING, OTHER THAN ANY CONTRACT ENTERED INTO BY THE COMPANY OR ANY OF THE
SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS THAT DOES NOT RELATE TO A
COMPETING PROPOSAL.
(III)
THE COMPANY SHALL PROMPTLY (AND IN ANY EVENT WITHIN 24 HOURS)
NOTIFY STERLING IN THE EVENT THAT THE COMPANY, ANY SUBSIDIARY OR ANY COMPANY
REPRESENTATIVE RECEIVES (A) ANY COMPETING PROPOSAL OR INDICATION BY ANY PERSON
THAT IT IS CONSIDERING MAKING A COMPETING PROPOSAL, (B) ANY REQUEST FOR
NON-PUBLIC INFORMATION RELATING TO THE COMPANY OR ANY SUBSIDIARY, OTHER THAN
REQUESTS FOR INFORMATION IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE AND UNRELATED TO A COMPETING PROPOSAL, (C) ANY INQUIRY OR REQUEST FOR
DISCUSSIONS OR NEGOTIATIONS REGARDING ANY COMPETING PROPOSAL, OR (D) ANY NOTICE
OR INDICATION THAT ANY PERSON IS REINSTITUTING ANY COMPETING PROPOSAL THAT THE
COMPANY, ANY SUBSIDIARY OR ANY OF THE COMPANY REPRESENTATIVES RECEIVED PRIOR TO
THE DATE OF THIS AGREEMENT.
THE COMPANY SHALL KEEP STERLING REASONABLY INFORMED
ON A CURRENT BASIS (AND IN ANY EVENT AT STERLING'S REQUEST AND OTHERWISE NO
LATER THAN 48 HOURS AFTER THE OCCURRENCE OF ANY MATERIAL DEVELOPMENTS) OF THE
STATUS OF ANY COMPETING PROPOSAL, INDICATION, NOTICE, INQUIRY OR REQUEST
(INCLUDING THE TERMS AND CONDITIONS THEREOF AND OF ANY MODIFICATION THERETO),
AND ANY DEVELOPMENTS, DISCUSSIONS AND NEGOTIATIONS.
WITHOUT LIMITING THE
FOREGOING,