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▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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FACSIMILE: (▇▇▇) ▇▇▇-▇▇▇▇
November 27, 1995
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.,
Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇,
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
Re: CBI Confidentiality Agreement
Dear Dick:
I am in receipt of your letter dated November 24, 1995. For
the reasons set forth in my November 21 letter, the standstill provisions
you are proposing remain unacceptable to Praxair even if the standstill
period were to be reduced to six months as you suggest. Among other
things, the suggested standstill provisions would require Praxair to
terminate its current tender offer and take no other direct or indirect
actions in furtherance of the acquisition of CBI until the end of the
standstill period.
However, in the interest of promptly reaching an agreement
whereby Praxair could have access to information and persons within CBI on
a basis comparable to the access being provided to other parties, Praxair
would be prepared to sign a confidentiality agreement with CBI similar to
the ▇▇▇▇-up we previously sent you which would also contain a prohibition
on Praxair acquiring any shares of CBI pursuant to its tender offer or
otherwise at any time prior to January 1, 1996, subject to early
termination of such prohibition in the event CBI were to enter into any
definitive agreement with any party, including Praxair, with respect to an
extraordinary transaction. Praxair's proposal would give CBI a period in
excess of two months from the date Praxair publicly proposed to acquire CBI
to explore alternatives to maximize shareholder value, which we feel is
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a more than adequate period of time, particularly since CBI has already
been "actively engaged" in such explorations.
I will call you tomorrow morning to discuss this matter
further. If Praxair's proposal is acceptable, we would like to finalize
and sign the confidentiality agreement tomorrow in order that access to
confidential information and persons within CBI can commence promptly.
Sincerely,
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