INFORMATION IS TO
BE PROVIDED AFTER COMPLIANCE WITH THE TERMS OF THE PRECEDING SENTENCE.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT PROVIDE ANY NON-PUBLIC
INFORMATION TO ANY SUCH POTENTIAL ACQUIROR UNLESS (1) IT HAS PRIOR TO THE DATE
THEREOF PROVIDED SUCH INFORMATION TO PARENT AND MERGER SUB, AND (2) THE COMPANY
PROVIDES SUCH NON-PUBLIC INFORMATION PURSUANT TO A NONDISCLOSURE AGREEMENT WITH
TERMS THAT ARE AT LEAST AS RESTRICTIVE AS THOSE PURSUANT TO THE CONFIDENTIAL
DISCLOSURE AGREEMENT (THE "RECIPROCAL CONFIDENTIALITY AGREEMENT"), DATED
NOVEMBER 12, 2004, BETWEEN PARENT AND THE COMPANY.
NOTHING CONTAINED HEREIN
SHALL PREVENT THE COMPANY
29
FROM COMPLYING WITH RULES 14D-9 AND 14E-2 PROMULGATED UNDER THE EXCHANGE ACT
WITH REGARD TO AN ACQUISITION PROPOSAL OR MAKING ANY DISCLOSURE TO THE COMPANY'S
STOCKHOLDERS IF, IN THE GOOD FAITH JUDGMENT OF THE COMPANY BOARD, AFTER
RECEIVING ADVICE FROM REPUTABLE OUTSIDE LEGAL COUNSEL EXPERIENCED IN SUCH
MATTERS (AND THE PARTIES HERETO AGREE THAT THE LAW FIRM OF DAVIS WRIGHT &
TREMAINE LLP IS SO EXPERIENCED), SUCH DISCLOSURE IS REQUIRED BY APPLICABLE LAW.
IN ADDITION TO THE FOREGOING, THE COMPANY SHALL NOT ENTER INTO ANY AGREEMENT
CONCERNING AN ACQUISITION PROPOSAL FOR A PERIOD OF NOT LESS THAN FIVE (5) DAYS
AFTER THE PARENT'S RECEIPT OF A COPY OF THE ACQUISITION PROPOSAL.
FURTHER,
PARENT HAS THE RIGHT TO MATCH OR BETTER ANY SUPERIOR PROPOSAL OF WHICH IT HAS
BEEN NOTIFIED. NEW PROPOSALS FROM THE THIRD PARTY MAY BE MADE, AND PARENT
RETAINS THE SAME RIGHTS SET FORTH ABOVE REGARDING SUCH NEW PROPOSALS. IF THE
PARENT HAS NOT NOTIFIED COMPANY OF ITS DECISION TO MATCH OR BETTER THE SUPERIOR
PROPOSAL BY THE ELEVENTH DAY AFTER COMPANY'S NOTIFICATION IS RECEIVED BY PARENT
THAT THE ACQUISITION PROPOSAL IS A SUPERIOR PROPOSAL, COMPANY MAY PAY THE PARENT
TERMINATION FEE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS AND
PROCEED WITH THE SUPERIOR PROPOSAL. IF PARENT NOTIFIES COMPANY THAT IT WILL
MATCH OR BETTER A SUPERIOR PROPOSAL, THIS AGREEMENT MUST BE AMENDED TO REFLECT
THE MATCHED OR BETTERED TERMS WITHIN TWO (2) DAYS OF PARENT'S DECISION TO SO
MATCH OR BETTER THE SUPERIOR PROPOSAL. UPON SUCH AMENDMENT, COMPANY MAY NOT
TERMINATE THIS AGREEMENT AND MUST NOTIFY THE PARTY MAKING THE SUPERIOR PROPOSAL
THAT SUCH PROPOSAL HAS BEEN MATCHED OR BETTERED AND THAT THIS AGREEMENT HAS BEEN
AMENDED TO REFLECT THIS FACT. AFTER SUCH AMENDMENT TO THIS AGREEMENT, COMPANY
MUST, AND MUST CAUSE COMPANY BANK AND ITS REPRESENTATIVES TO, CEASE AND
TERMINATE ALL DISCUSSIONS AND NEGOTIATIONS REGARDING THE PREVIOUS SUPERIOR
PROPOSAL, UNLESS A NEW ACQUISITION PROPOSAL IS RECEIVED THAT IS DETERMINED TO BE
A SUPERIOR PROPOSAL PURSUANT TO THIS SECTION 5.6. WITHOUT LIMITING THE
FOREGOING, THE COMPANY UNDERSTANDS AND AGREES THAT ANY VIOLATION OF THE
RESTRICTIONS SET FORTH IN THIS SECTION 5.6(B) BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES, OR BY ANY DIRECTOR OR OFFICER OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR ANY FINANCIAL ADVISOR, ATTORNEY OR OTHER ADVISOR OR
REPRESENTATIVE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, WHETHER OR NOT SUCH
PERSON IS