CBI INDUSTRIES INC /DE/, SC 14D1/A, 1995-12-08

CBI INDUSTRIES INC /DE/
SC 14D1/A, 1995-12-08
INDUSTRIAL INORGANIC CHEMICALS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14D-1

(Amendment No. 11)

Tender Offer Statement
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)

CBI Industries, Inc.
(Name of Subject Company)

Praxair, Inc.
PX Acquisition Corp.
(Bidders)

Common Stock, $2.50 par value per share (and the associated Rights)
(Title of Class of Securities)

124800-10-3
(CUSIP Number of Class of Securities)

David H. Chaifetz
Vice President, General Counsel
and Secretary
Praxair, Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06810-5113
(203) 837-2000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)

Copies to:
Neil T. Anderson, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000

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<PAGE> 2

This Amendment No. 11 amends and supplements the Tender Offer Statement
on Schedule 14D-1, as amended (the "Schedule 14D-1"), originally filed by
Praxair, Inc., a Delaware corporation ("Praxair"), and PX Acquisition Corp.,
a Delaware corporation (the "Purchaser"), on November 3, 1995 relating to the
tender offer disclosed therein to purchase all of the outstanding Shares
(including any associated Rights) upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated November 3, 1995, and the related
Letter of Transmittal. Capitalized terms used and not defined herein shall
have the meanings set forth in the Schedule 14D-1.

Item 4. Source and Amount of Funds or Other Consideration.

Item 4 is hereby amended and supplemented by adding thereto the
following:

(a)-(b) On December 7, 1995, Praxair entered into a definitive
$2,500,000,000 Credit Agreement (the "Credit Agreement") among Praxair, the
banks party thereto (the "Banks"), Morgan Guaranty Trust Company of New
York, as Documentation Agent, and Chemical Bank, as Administrative Agent
and Auction Agent (together, the "Agents"). The proceeds of the loans made
under the Credit Agreement will be used by Praxair for the purposes of
financing the Offer and consummating the transactions contemplated thereby
including without limitation financing the Second Step Transaction (as
defined in the Credit Agreement), repaying or refinancing debt of CBI
Industries, Inc. (the "Company") and its Subsidiaries (as defined in the
Credit Agreement) and for working capital and general corporate purposes of
Praxair and its Subsidiaries.

The Credit Agreement provides a reducing revolving credit facility
(the "Credit Facility") with a final maturity of December 7, 2000. The
maximum amount of revolving credit commitments (the "Commitments")
available will be $2.5 billion until December 7, 1998, $2.3 billion from
December 7, 1998 until December 7, 1999 and $1.9 billion thereafter. As long
as the Commitments exceed $1.5 billion, they will be reduced by (i) 75% of
all Net Cash Proceeds (as defined in the Credit Agreement) received from the
(x) sale of any of the Company's assets for a consideration in excess of
$25,000,000 in any one transaction and other than in the ordinary course of
business or any asset sale consummated by Praxair in order to comply with any
applicable law in connection with or as a result of the Offer or the Second
Step Transaction, (y) incurrence of indebtedness by Praxair or its
Subsidiaries, in excess of certain minimum amounts, with a final maturity
that is either at least three years from the date of incurrence or is
extendable, renewable or refundable to a date at least three years from the
date of incurrence thereof solely at the option of the borrower and
(z) issuance of equity securities by Praxair or its Subsidiaries except in
certain instances, including without limitation issuances to stockholders of
the Company in the Offer or in the Second Step Transaction and (ii) 100% of
all Net Cash Proceeds received upon the incurrence of Canadian Acquisition
Debt (as defined in the Credit Agreement).

The Credit Agreement provides that Praxair will have the option of
borrowing (i) at the London Interbank Offered Rate ("LIBOR") plus a margin,
ranging from 12 to 45 basis points per annum, depending on the ratings for
Praxair's long-term senior unsecured debt in effect from time to time
(plus, during any period when utilization of the Commitments exceeds 50%, a
5 basis point per annum utilization fee for certain credit quality levels),
(ii) at a CD rate plus a margin, ranging from 24.50 to 57.50 basis points
per annum, depending on the ratings for Praxair's long-term senior
unsecured debt in effect from time to time (plus, during any period when
utilization of the Commitments exceeds 50%, a 5 basis point per annum
utilization fee for certain credit quality levels), (iii) at a fluctuating
Base Rate equal to the higher of (x) the Agents' publicly announced
reference rate or (y) the federal funds rate plus a margin of 50 basis
points or (iv) under an uncommitted Money Market option. Under the Money
Market option,

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<PAGE> 3

Praxair may from time to time request competitive bids from the Banks for
Money Market Loans (as defined in the Credit Agreement). Each Bank may bid
at its own discretion for amounts up to the total amount of the Commitments,
and Praxair will be under no obligation to accept any of the bids.

The Credit Agreement requires Praxair to pay a per annum facility
fee, ranging from 8 to 25 basis points, depending on the ratings for
Praxair's long-term senior unsecured debt in effect from time to time, of
the total Commitments in effect.

The Credit Agreement includes certain conditions precedent to
availability for borrowings including, without limitation, (i) receipt of
closing certificates, opinions of counsel, and related documentation, (ii)
acceptance for purchase by the Purchaser of at least a majority of the
Shares pursuant to the Offer, (iii) the Rights Condition having been
satisfied or waived with the consent of the Required Banks (as defined in
the Credit Agreement), such consent not to be unreasonably delayed or
withheld, (iv) receipt by the Administrative Agent of a certificate showing
that the Leverage Ratio (as defined in the Credit Agreement) will not
increase by more than 2.27 as a result of the financing of the Offer, when
applied on a pro forma basis to the purchase of all of the Shares, plus the
consolidation of debt of the Company and (v) the Required Banks shall not
have reasonably determined, not later than two business days prior to the
final expiration date of the Offer, that (x) there is an action, suit or
proceeding that could materially and adversely affect Praxair's ability to
perform its obligations under the Credit Agreement or (y) there has been a
material adverse change in the consolidated business, financial condition or
results of operations of Praxair and its Subsidiaries, after giving effect to
the acquisition of the Company and its Subsidiaries, on a consolidated basis
since September 30, 1995.

The Credit Agreement also contains customary representations and
warranties from Praxair, which must be true and correct as a condition to
the initial borrowing under the Credit Agreement and, subject to certain
exceptions, as a condition to subsequent borrowings.

The Credit Agreement contains affirmative and negative covenants
including, without limitation, (i) restrictions on the incurrence of liens or
other encumbrances by Praxair and its Restricted Subsidiaries, except in
certain instances including, without limitation, the following: (a) liens
existing on the date of the Credit Agreement securing debt (other than debt
of the Company) in an aggregate principal amount not exceeding $75,000,000,
(b) liens existing on the Effective Date securing debt of the Company in an
aggregate principal amount not exceeding $600,000,000, (c) liens not
otherwise permitted under the Credit Agreement securing debt in an
aggregate principal amount at any time outstanding not in excess of
$300,000,000 and (d) liens on Margin Stock (as defined in the
Credit Agreement) if and to the extent the value of such Margin Stock
exceeds 25% of the assets of Praxair and its Restricted Subsidiaries which
are subject to the restrictions on liens under the Credit Agreement; and
(ii) restrictions on the incurrence of debt by Restricted Subsidiaries other
than (a) debts owing to Praxair or its Subsidiaries made on a senior basis
(and unsecured if owing to a Subsidiary other than Praxair), (b) debt of a
Restricted Subsidiary at the time it becomes such, (c) debt of Praxair Canada
Inc. to the extent the proceeds of such debt are used to make capital
contributions to Kelvin Finance Company (so long as it is a Subsidiary),
(d) Canadian Acquisition Debt in an aggregate principal amount not to exceed
$100,000,000 and (e) unsecured debt not otherwise permitted pursuant to the
foregoing in an aggregate principal amount at any time outstanding not to
exceed $300,000,000.

The Credit Agreement also includes certain financial covenants,
including, without limitation, requirements of (i) Consolidated Book Net
Worth (as defined in the Credit Agreement) not at any time being less than
$830,000,000 plus certain adjustments; (ii) Leverage Ratio not exceeding
(x) 3.6:1 through December 30, 1996, (y) 3.2:1 December 31, 1996 through
December 30, 1997 and (z) 2.8:1 thereafter; and (iii) Interest Coverage
Ratio (as defined in the Credit Agreement) not being less than 1.7:1
through December 30, 1997 and 2.0:1 thereafter.

The Credit Agreement contains customary events of default, including
without limitation: (i) a cross-default to other indebtedness with a
principal amount in excess of $50,000,000 (other than Excluded

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<PAGE> 4

CBI Debt (as defined in the Credit Agreement)) of Praxair or its
Subsidiaries that is or may be accelerated; and (ii) the Second Step
Transaction shall not have occurred within 270 days following the initial
purchase by the Purchaser of Shares pursuant to the Offer. Upon the
occurrence of an event of default, and during the continuation thereof,
Banks having at least 50% of the outstanding Commitments and/or loans would
have the ability to accelerate the maturity of the outstanding loans and to
cancel the Commitments of all the Banks.

The Credit Agreement contains certain other customary provisions such
as indemnification rights for the Agents, assignment and participation
rights for Banks, expense payment undertakings by Praxair, waivers of jury
trial, choice of law provisions and other terms set forth in the Credit
Agreement.

The foregoing summary of the Credit Agreement does not purport to be
complete and is qualified in its entirety by reference to the Credit
Agreement, a copy of which is attached hereto as an exhibit.

Item 10. Additional Information.

Item 10 is hereby amended and supplemented by adding thereto the
following:

(f) The Financing Condition has been satisfied. See Item 4.

Item 11. Material To Be Filed As Exhibits.

Item 11 is hereby amended and supplemented by adding thereto the
following:

(b)(2) Credit Agreement, dated as of December 7, 1995, among Praxair,
Inc., the Banks party thereto, Morgan Guaranty Trust Company of
New York, as Documentation Agent, and Chemical Bank, as
Administrative Agent and Auction Agent.

<PAGE>
<PAGE> 5

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated: December 8, 1995

PRAXAIR, INC.

By: /s/ David H. Chaifetz
Name: David H. Chaifetz
Title: Vice President, General
Counsel and Secretary

PX ACQUISITION CORP.

By: /s/ David H. Chaifetz
Name: David H. Chaifetz
Title: President-Secretary
<PAGE>
<PAGE> 1 INDEX TO EXHIBITS

Sequentially
Numbered
Exhibit Pages
No. Description

(b)(2) Credit Agreement, dated as of December 7, 1995, among
Praxair, Inc., the banks party thereto, Morgan Guaranty Trust
Company of New York, as Documentation Agent, and Chemical
Bank, as Administrative Agent and Auction Agent.

<PAGE>

[EXECUTION COPY]

$ 2,500,000,000

CREDIT AGREEMENT

dated as of

December 7, 1995

among

Praxair, Inc.

The Banks Party Hereto

Morgan Guaranty Trust Company of New York
as Documentation Agent

and

Chemical Bank,
as Administrative Agent and Auction Agent

______________

J.P. Morgan Securities Inc.
as Arranger

______________

Chemical Securities Inc.
Credit Suisse
as Co-Arrangers

______________

J.P. Morgan Securities Inc.
Chemical Securities Inc.
Credit Suisse
as Co-Syndication Agents

<PAGE>
<PAGE> i

TABLE OF CONTENTS(1)

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Accounting Terms and Determinations . . . . . . . . . . 19
SECTION 1.03. Types of Borrowings . . . . . . . . . . . . . . . . . . 20

ARTICLE II

THE CREDITS

SECTION 2.01. Commitments to Lend . . . . . . . . . . . . . . . . . . 20
SECTION 2.02. Notice of Committed Borrowings . . . . . . . . . . . . . 20
SECTION 2.03. Money Market Borrowings . . . . . . . . . . . . . . . . 21
SECTION 2.04. Notice to Banks; Funding of Loans . . . . . . . . . . . 26
SECTION 2.05. Notes . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.06. Maturity of Loans . . . . . . . . . . . . . . . . . . . 29
SECTION 2.07. Interest Rates . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.08. Facility Fee . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 2.09. Optional Termination or Reduction of Commitments . . . . 32
SECTION 2.10. Mandatory Termination and Reduction of Commitments . . . 33
SECTION 2.11. Prepayments . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.12. General Provisions as to Payments . . . . . . . . . . . 35
SECTION 2.13. Funding Losses . . . . . . . . . . . . . . . . . . . . . 36
SECTION 2.14. Computation of Interest and Fees . . . . . . . . . . . . 36
SECTION 2.15. Withholding Tax Exemption . . . . . . . . . . . . . . . 37
SECTION 2.16. Regulation D Compensation . . . . . . . . . . . . . . . 37
SECTION 2.17. Alternative Currency Advances . . . . . . . . . . . . . 38
SECTION 2.18. Judgment Currency . . . . . . . . . . . . . . . . . . . 40
SECTION 2.19. Replacement of this Agreement . . . . . . . . . . . . . 41

(1) The Table of Contents is not part of this Agreement.

<PAGE>
<PAGE> ii

ARTICLE III

CONDITIONS

SECTION 3.01. Effectiveness . . . . . . . . . . . . . . . . . . . . . 41
SECTION 3.02. Borrowings . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Corporate Existence and Power . . . . . . . . . . . . . 46
SECTION 4.02. Corporate and Governmental Authorization;
No Contravention . . . . . . . . . . . . . . . . . . . 46
SECTION 4.03. Binding Effect . . . . . . . . . . . . . . . . . . . . . 48
SECTION 4.04. Financial Information . . . . . . . . . . . . . . . . . 48
SECTION 4.05. Litigation . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 4.06. Compliance with ERISA . . . . . . . . . . . . . . . . . 49
SECTION 4.07. Environmental Matters . . . . . . . . . . . . . . . . . 50
SECTION 4.08. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 4.09. Not an Investment Company . . . . . . . . . . . . . . . 50
SECTION 4.10. Disclosure . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE V

COVENANTS

SECTION 5.01. Information . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 5.02. Maintenance of Property; Insurance . . . . . . . . . . . 54
SECTION 5.03. Negative Pledge . . . . . . . . . . . . . . . . . . . . 54
SECTION 5.04. Limitation on Debt of Subsidiaries . . . . . . . . . . . 56
SECTION 5.05. Consolidations, Mergers and Sales of Assets . . . . . . 56
SECTION 5.06. Minimum Consolidated Book Net Worth . . . . . . . . . . 57
SECTION 5.07. Leverage Ratio . . . . . . . . . . . . . . . . . . . . . 58
SECTION 5.08. Interest Coverage Ratio . . . . . . . . . . . . . . . . 58
SECTION 5.09. Use of Proceeds . . . . . . . . . . . . . . . . . . . . 58
SECTION 5.10. Refinancing of Excluded CBI Debt; Second Step
Transaction . . . . . . . . . . . . . . . . . . . . . 58
<PAGE>
<PAGE> iii

ARTICLE VI

DEFAULTS

SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . 59
SECTION 6.02. Notice of Default . . . . . . . . . . . . . . . . . . . 62

ARTICLE VII

AGENTS AND ARRANGERS

SECTION 7.01. Appointment and Authorization . . . . . . . . . . . . . 62
SECTION 7.02. Agents and Affiliates . . . . . . . . . . . . . . . . . 63
SECTION 7.03. Action by Agents . . . . . . . . . . . . . . . . . . . . 63
SECTION 7.04. Consultation with Experts . . . . . . . . . . . . . . . 63
SECTION 7.05. Liability of Agents . . . . . . . . . . . . . . . . . . 63
SECTION 7.06. Indemnification . . . . . . . . . . . . . . . . . . . . 64
SECTION 7.07. Credit Decision . . . . . . . . . . . . . . . . . . . . 64
SECTION 7.08. Successor Agents . . . . . . . . . . . . . . . . . . . . 64

ARTICLE VIII

CHANGE IN CIRCUMSTANCES

SECTION 8.01. Basis for Determining Interest Rate Inadequate
or Unfair . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.02. Illegality . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.03. Increased Cost and Reduced Return . . . . . . . . . . . 66
SECTION 8.04. Base Rate Loans Substituted for Affected Fixed
Rate Loans . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 9.02. No Waivers . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 9.03. Expenses; Documentary Taxes; . . . . . . . . . . . . . . 70
SECTION 9.04. Sharing of Set-Offs . . . . . . . . . . . . . . . . . . 71
SECTION 9.05. Amendments and Waivers . . . . . . . . . . . . . . . . . 71
<PAGE>
<PAGE> iv

SECTION 9.06. Successors and Assigns . . . . . . . . . . . . . . . . . 72
SECTION 9.07. Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 9.08. Counterparts; Integration . . . . . . . . . . . . . . . 75
SECTION 9.09. Confidentiality . . . . . . . . . . . . . . . . . . . . 75
SECTION 9.10. Severability . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 9.11. Termination of Existing Credit Agreement . . . . . . . . 76

Pricing Schedule

Exhibit A - Note
Exhibit B - Money Market Quote Request
Exhibit C - Invitation for Money Market Quotes
Exhibit D - Money Market Quote
Exhibits E-1
and E-2 - Opinions of Counsel for the Borrower
Exhibit F - Opinion of Special Counsel for the Agents
Exhibit G - Assignment and Assumption Agreement
<PAGE>
<PAGE> 1

CREDIT AGREEMENT

AGREEMENT dated as of December 7, 1995 among PRAXAIR, INC., the
BANKS party hereto, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Documentation Agent, and CHEMICAL BANK, as Administrative Agent and Auction
Agent.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. The following terms, as used herein,
have the following meanings:

"Absolute Rate Auction" means a solicitation of Money Market
Quotes setting forth Money Market Absolute Rates pursuant to Section 2.03.

"Adjusted CD Rate" has the meaning set forth in Section 2.07(b).

"Administrative Agent" means Chemical Bank, in its capacity as
Administrative Agent for the Banks hereunder, and its successors in such
capacity.

"Administrative Questionnaire" means, with respect to each Bank,
an administrative questionnaire in the form prepared by the Administrative
Agent and submitted to the Administrative Agent (which shall promptly
following receipt thereof give a copy to the Borrower and the Documentation
Agent) duly completed by such Bank.

"Agents" means the Administrative Agent, the Auction Agent and the
Documentation Agent.

"Alternative Currency" means any currency other than Dollars which
is freely transferable and convertible into Dollars.

"Alternative Currency Advance" means an advance made by a Bank to
the Borrower in an Alternative Currency and designated by the Borrower
pursuant to Section 2.17(b) as an Alternative Currency Advance for purposes
of this Agreement.
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<PAGE> 2

"Alternative Currency Advance Report" has the meaning set forth in
Section 2.17(b).

"Alternative Currency Outstanding" means at any time an amount
equal to:

(i) for any Alternative Currency Advance with a Dollar
Equivalent of less than $5,000,000, $0 and

(ii) for any Alternative Currency Advance with a Dollar
Equivalent equal to at least $5,000,000, the amount obtained by rounding
to the greatest multiple of $1,000,000 that is not larger than such
Dollar Equivalent.

"Applicable Alternative Currency Outstandings" means at any time
an amount equal to the lesser of:

(i) the aggregate amount of all Alternative Currency
Outstandings and

(ii) 8% of the aggregate amount of the Commitments at such time.

"Applicable Lending Office" means, with respect to any Bank,

(i) in the case of its Domestic Loans, its Domestic Lending
Office,

(ii) in the case of its Euro-Dollar Loans, its Euro-Dollar
Lending Office and

(iii) in the case of its Money Market Loans, its Money Market
Lending Office.

"Arranger" means J.P. Morgan Securities Inc., in its capacity as
arranger of the credit facility provided hereunder.

"Assessment Rate" has the meaning set forth in Section 2.07(b).

"Asset Sale" means any sale, lease or other disposition (including
any such transaction effected by way of merger or consolidation) by the
Borrower or any of its Subsidiaries of any asset, including without
limitation any sale-leaseback transaction, whether or not involving a
capital lease, but excluding
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<PAGE> 3

(i) dispositions of inventory, cash, cash equivalents and other
cash management investments, obsolete, unused or unnecessary equipment,
undeveloped real estate or other assets, in each case in the ordinary
course of business, and

(ii) dispositions to the Borrower or a Restricted Subsidiary of
the Borrower.

"Assignee" has the meaning set forth in Section 9.06(c).

"Auction Agent" means Chemical Bank, in its capacity as Auction
Agent for the Banks hereunder, and its successors in such capacity.

"Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.06(c), and their
respective successors.

"Bank Parties" has the meaning set forth in Section 9.09.

"Base Rate" means, for any day, a rate per annum equal to the
higher of (a) the Reference Rate for such day or (b) the sum of 1/2 of 1%
plus the Effective Federal Funds Rate for such day.

"Base Rate Loan" means a Committed Loan made or to be made by a
Bank as a Base Rate Loan in accordance with the applicable Notice of
Committed Borrowing or pursuant to Article VIII.

"Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by
any member of the ERISA Group.

"Borrower" means Praxair, Inc., a Delaware corporation, and its
successors.

"Borrowing" has the meaning set forth in Section 1.03.

"Canadian Acquisition Debt" means Debt of Praxair Canada, Inc.
designated as such by the Borrower in a written notice to the
Administrative Agent, solely to the extent the proceeds of such Debt
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<PAGE> 4

(i) are applied by Praxair Canada, Inc. to acquire the assets of
CBI or any of its Subsidiaries located in Canada or the capital stock of
any Canadian Subsidiary of CBI and

(ii) are remitted by the recipient thereof to the Borrower.

"CBI" means CBI Industries, Inc., a Delaware corporation, and its
successors, including without limitation the Person surviving the Second
Step Transaction.

"CD Base Rate" has the meaning set forth in Section 2.07(b).

"CD Loan" means a Committed Loan made or to be made by a Bank as a
CD Loan in accordance with the applicable Notice of Committed Borrowing.

"CD Margin" has the meaning set forth in Section 2.07(b).

"CD Reference Banks" means Chemical Bank, Morgan Guaranty Trust
Company of New York and Credit Suisse and each other Bank as may be
appointed pursuant to Section 9.06(g).

"Co-Arranger" means each of Chemical Securities Inc. and Credit
Suisse, in its capacity as co-arranger of the credit facility provided
hereunder.

"Commitment" means, with respect to each Bank, the amount set
forth opposite the name of such Bank on the signature pages hereof (or, in
the case of an Assignee, the portion of the transferor Bank's commitment
assigned to such Assignee pursuant to Section 9.06(c)), in each case as
such amount may be reduced from time to time pursuant to Sections 2.09 or
2.10 or changed as a result of an assignment pursuant to Section 9.06(c).

"Committed Loan" means a loan made or to be made by a Bank
pursuant to Section 2.01.

"Commitment Reduction Date" has the meaning set forth in Section
2.10(b).

"Consolidated Book Net Worth" means at any date the consolidated
shareholders' equity of the Borrower and its Consolidated Subsidiaries,
calculated without giving effect to (i) after-tax restructuring charges
taken after September 30, 1995 (other than any restructuring charges
<PAGE>
<PAGE> 5

relating to CBI or any of its Subsidiaries) up to a maximum cumulative
amount of $75,000,000, (ii) after-tax restructuring charges taken after
September 30, 1995 relating to CBI or any of its Subsidiaries up to a
maximum cumulative amount of $150,000,000, and (iii) charges taken as a
result of the sale of the contracting services business or terminals and
investments business of CBI and its Subsidiaries.

"Consolidated Net Income" for any period means the consolidated
net income of the Borrower and its Consolidated Subsidiaries for such
period, excluding any extraordinary items of gain or loss.

"Consolidated Subsidiary" with respect to any Person means at any
date any Subsidiary or other entity the accounts of which would be
consolidated with those of such Person in its consolidated financial
statements if such statements were prepared as of such date.

"Consolidated Total Debt" means at any date all consolidated Debt
of the Borrower and its Consolidated Subsidiaries determined as of such
date.

"Continuing Director" means at any date a member of the Borrower's
board of directors who was either (i) a member of such board twelve months
prior to such date or (ii) nominated for election to such board by at least
two-thirds of the Continuing Directors then in office.

"Co-Syndication Agent" means each of J.P. Morgan Securities Inc.,
Chemical Securities Inc. and Credit Suisse, in its capacity as co-
syndication agent for the credit facility provided hereunder.

"Debt" of any Person means at any date, without duplication, to
the extent required in accordance with generally accepted accounting
principles to be included in the financial statements of such Person or the
footnotes thereto,

(i) all obligations of such Person for borrowed money,

(ii) all obligations of such Person evidenced by bonds,
debentures or notes,

(iii) all obligations of such Person for installment purchase
transactions involving the purchase of property or services over
$5,000,000 for any particular transaction, except trade accounts
<PAGE>
<PAGE> 6

payable and expense accruals arising in the ordinary course of business,

(iv) all obligations of such Person as lessee which are
capitalized in accordance with generally accepted accounting principles,

(v) all contingent or non-contingent obligations of such Person
to reimburse any bank or other Person in respect of amounts paid or to
be paid under a letter of credit, and

(vi) all Debt of others Guaranteed by such Person.

"Default" means any condition or event which constitutes an Event
of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default; provided that no
Default shall be deemed to occur in respect of any Event of Default
described in Section 6.01(m) until 270 days shall have elapsed since the
initial purchase of shares of common stock of CBI pursuant to the Offer.

"Designated Asset Sale" means, without duplication, any Asset Sale
for consideration with a value in any one transaction of $25,000,000 or
more,

(i) with respect to any asset of CBI or any of its Subsidiaries
(including without limitation the contracting services business and
terminals and investments businesses of CBI and its Subsidiaries), or

(ii) consummated in order to comply with any applicable laws
(including without limitation the antitrust laws of the United States
and any comparable laws in any other jurisdictions) in connection with
or as a result of the Offer or the Second Step Transaction.

"Documentation Agent" means Morgan Guaranty Trust Company of New
York, in its capacity as Documentation Agent for the Banks hereunder, and
its successors in such capacity.

"Dollar Equivalent" means in respect of any Alternative Currency
Advance the amount of Dollars obtained by converting the outstanding amount
of currency of such Alternative Currency Advance, as specified in the then
most recent Alternative Currency Advance Report or in the report provided
pursuant to Section 2.17(b)(ii) in respect of such Alternative Currency
Advance, into Dollars at the spot rate
<PAGE>
<PAGE> 7

for the purchase of Dollars with such currency as quoted by the
Administrative Agent at its principal foreign exchange trading operations
office in New York City promptly upon receipt of such Alternative Currency
Advance Report or such report provided pursuant to Section 2.17(b)(ii), as
the case may be.

"Dollars" and the sign "$" mean lawful money of the United States
of America.

"Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or
required by law to close.

"Domestic Consolidated Subsidiary" with respect to any Person
means a Consolidated Subsidiary of such Person organized and existing under
the laws of the United States of America, any State thereof or the District
of Columbia.

"Domestic Lending Office" means, as to each Bank, its office
identified in its Administrative Questionnaire as its Domestic Lending
Office or such other office of such Bank as such Bank may hereafter
designate as its Domestic Lending Office by notice to the Borrower and the
Administrative Agent; provided that any Bank may so designate separate
Domestic Lending Offices for its Base Rate Loans, on the one hand, and its
CD Loans, on the other hand, in which case all references herein to the
Domestic Lending Office of such Bank shall be deemed to refer to either or
both of such offices, as the context may require.

"Domestic Loans" means CD Loans or Base Rate Loans or both.

"Domestic Reserve Percentage" has the meaning set forth in Section
2.07(b).

"Effective Date" means the date this Agreement becomes effective
in accordance with Section 3.01.

"Effective Federal Funds Rate" means the weighted average of the
rates on overnight federal funds transactions between members of the
Federal Reserve System arranged by federal funds brokers as published daily
(or, if such day is not a Domestic Business Day, for the immediately
preceding Domestic Business Day) by the Federal Reserve Bank of New York in
the Composite Closing Quotations for U.S. Government Securities (or any
successor quotations).

"Environmental Laws" means all applicable federal, state, local
and foreign laws, ordinances, codes,
<PAGE>
<PAGE> 8

regulations, orders and requirements relating to the protection of, or
discharge of materials into, the environment, including, without
limitation, the Resource Conservation and Recovery Act of 1976, as amended;
the Comprehensive Environmental Response, Compensation and Liability Act;
the Toxic Substance Control Act; the Clean Water Act; the Clean Air Act;
and the Safe Drinking Water Act.

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, or any successor statute.

"ERISA Group" means the Borrower, any Subsidiary and all members
of a controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control which, together with the Borrower
or any Subsidiary, are treated as a single employer under Section 414 of
the Internal Revenue Code.

"Eurocurrency Reserve Ratio" has the meaning set forth in Section
2.16.

"Euro-Dollar Business Day" means any Domestic Business Day on
which commercial banks are open for international business (including
dealings in Dollar deposits) in London.

"Euro-Dollar Lending Office" means, as to each Bank, its office or
branch located at its address identified in its Administrative
Questionnaire as its Euro-Dollar Lending Office or such other office or
branch of such Bank as it may hereafter designate as its Euro-Dollar
Lending Office by notice to the Borrower and the Administrative Agent.

"Euro-Dollar Loan" means a Committed Loan made or to be made by a
Bank as a Euro-Dollar Loan in accordance with the applicable Notice of
Committed Borrowing.

"Euro-Dollar Margin" has the meaning set forth in Section 2.07(c).

"Euro-Dollar Reference Banks" means the principal London offices
of Chemical Bank, Morgan Guaranty Trust Company of New York and Credit
Suisse and the principal London office of each other Bank as may be
appointed pursuant to Section 9.06(g).

"Event of Default" has the meaning set forth in Section 6.01.
<PAGE>
<PAGE> 9

"Excluded CBI Debt" means Debt of CBI and/or one or more of its
Subsidiaries (i) in an aggregate principal amount not exceeding
$600,000,000 which becomes due and payable, or the maturity of which may be
accelerated by or on behalf of the holder thereof, as a result of the
consummation of the Offer or the Second Step Transaction and (ii) that is
designated by the Borrower as "Excluded CBI Debt" by notice to the
Administrative Agent. Any such Debt shall cease to constitute "Excluded
CBI Debt" on the effective date of the Second Step Transaction.

"Existing Credit Agreement" means the Credit Agreement dated as of
October 31, 1994 among the Borrower, the banks party thereto, Morgan
Guaranty Trust Company of New York, as Documentation Agent, and Chemical
Bank, as Administrative Agent and as Auction Agent, as heretofore amended.

"Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money
Market Loans (excluding Money Market LIBOR Loans bearing interest at the
Reference Rate pursuant to Section 8.01) or any combination of the
foregoing.

"Funded Debt" means obligations of the Borrower or any of its
Subsidiaries for borrowed money incurred after the Effective Date

(i) with a final maturity date at least three years from the date
of incurrence thereof, or

(ii) with a final maturity date which is extendable, renewable or
refundable, solely at the option of the Borrower or such Subsidiary, to
a date at least three years from the date of incurrence thereof;

but excluding, in any event,

(x) the Loans,

(y) any Debt described in clause (i) or (ii) having, in any one
case, an aggregate principal or face amount of $15,000,000 or less, and

(z) any Debt described in clause (i) or (ii) having, in any one
case, an aggregate principal or face amount of more than $15,000,000,
but only to the extent that the aggregate amount of such Debt does not
exceed $50,000,000.

"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or
<PAGE>
<PAGE> 10

indirectly guaranteeing any Debt of any other Person, and, without limiting
the generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person:

(i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt (whether arising by virtue of
partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise); or

(ii) entered into for the purpose of ensuring in any legally
enforceable manner the obligee of such Debt of the payment thereof or to
protect such obligee in any legally enforceable manner against loss in
respect thereof (in whole or in part);

provided that the term Guarantee shall not include

(a) endorsements for collection or deposit in the ordinary
course of business;

(b) obligations that are not required in accordance with
generally accepted accounting principles to be included in the
financial statements of such Person or the footnotes thereto;

(c) "unconditional purchase obligations" (including take-
or-pay contracts) as defined in and as required to be disclosed
pursuant to Statement of Financial Accounting Standards No. 47 and
the related interpretations, as the same may be amended from time
to time, but only to the extent the aggregate present value amount
of all such obligations of the Borrower and its Consolidated
Subsidiaries (other than amounts reflected on the balance sheet of
the Borrower and its Consolidated Subsidiaries) is equal to or
less than 5% of the net sales of the Borrower and its Consolidated
Subsidiaries as set forth in their Consolidated Statement of
Income, determined as of the end of the preceding quarter for the
twelve months then ending; and

(d) any obligations required to be disclosed pursuant to the
Statement of Financial Accounting Standards No. 105, Disclosure of
Information about Financial Instruments with Off-Balance-Sheet
Risk and Financial Instruments with Concentrations of
<PAGE>
<PAGE> 11

Credit Risk, issued March 1990, the Statement of Financial
Accounting Standards No. 107, Disclosure about Fair Value of
Financial Instruments, issued December 1991, and the Statement of
Financial Accounting Standards No. 119, Disclosure about
Derivative Financial Instruments and Fair Value of Financial
Instruments, issued October 1994, and their related
interpretations, as the same may be amended from time to time
(except to the extent any such obligation is required to be
reflected on the balance sheet of the Borrower and its
Consolidated Subsidiaries).

The term "Guarantee" used as a verb has a corresponding meaning.

"Interest Coverage Ratio" means, with respect to the Borrower and
its Consolidated Subsidiaries, for any period, the ratio of

(x) the sum of (i) consolidated operating income before interest
expense and taxes, (ii) consolidated operating lease expense and (iii)
without duplication, (a) restructuring charges and (b) charges taken as
a result of the sale of the contracting services business or terminals
and investments business of CBI and its Subsidiaries that the Borrower
elects (in a certificate delivered pursuant to Section 5.01(c)) to add
back to such consolidated operating income (provided that the aggregate
amount of all restructuring charges so added back pursuant to clause
(iii)(a) shall not exceed on a cumulative basis after September 30,
1995, (x) in the case of any restructuring charges (other than
restructuring charges relating to CBI or any of its Subsidiaries),
$75,000,000, and (y) in the case of any restructuring charges relating
to CBI or any of its Subsidiaries, $150,000,000), to

(y) the sum of (i) consolidated interest expense and (ii)
consolidated operating lease expense.

"Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending
one, two, three or six months thereafter, as the Borrower may elect in the
applicable Notice of Borrowing; provided that:

another calendar month, in which case such Interest Period shall end on
the next preceding Euro-Dollar Business Day;

(b) any Interest Period which begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clause (c) below, end on the last
Euro-Dollar Business Day of a calendar month; and

(c) if any Interest Period includes a date on which a scheduled
payment of principal of the Loans is required to be made as a result of
a reduction in Commitments pursuant to Section 2.10(a) or (b) but does
not end on such date, then (i) the principal amount (if any) of each
Euro-Dollar Loan required to be repaid on such date shall have an
Interest Period ending on such date and (ii) the remainder (if any) of
each such Euro-Dollar Loan shall have an Interest Period determined as
set forth above.

(2) with respect to each CD Borrowing, the period commencing on the
date of such Borrowing and ending 30, 60, 90 or 180 days thereafter, as the
Borrower may elect in the applicable Notice of Borrowing; provided that:

(a) any Interest Period (other than an Interest Period
determined pursuant to clause (b)(i) below) which would otherwise end on
a day which is not a Euro-Dollar Business Day shall be extended to the
next succeeding Euro-Dollar Business Day; and

(b) if any Interest Period includes a date on which a scheduled
payment of principal of the Loans is required to be made as a result of
a reduction in Commitments pursuant to Section 2.10(a) or (b) but does
not end on such date, then (i) the principal amount (if any) of each CD
Loan required to be repaid on such date shall have an Interest Period
ending on such date and (ii) the remainder (if any) of each such CD Loan
shall have an Interest Period determined as set forth above.

(3) with respect to each Base Rate Borrowing, the period commencing on
the date of such Borrowing and ending 30 days thereafter; provided that:

(a) any Interest Period (other than an Interest Period
determined pursuant to clause (b)(i) below) which would otherwise end on
a day which is not a
<PAGE>
<PAGE> 13

Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day; and

(b) if any Interest Period includes a date on which a scheduled
payment of principal of the Loans is required to be made as a result of
a reduction in Commitments pursuant to Section 2.10(a) or (b) but does
not end on such date, then (i) the principal amount (if any) of each
Base Rate Loan required to be repaid on such date shall have an Interest
Period ending on such date and (ii) the remainder (if any) of each such
Base Rate Loan shall have an Interest Period determined as set forth
above.

(4) with respect to each Money Market LIBOR Borrowing, the period
commencing on the date of such Borrowing and ending such whole number of
months thereafter (but not more than 12 months) as the Borrower may elect
in accordance with Section 2.03; provided that:

(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall be extended to the next
succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case such Interest Period
shall end on the next preceding Euro-Dollar Business Day;

(5) with respect to each Money Market Absolute Rate Borrowing, the
period commencing on the date of such Borrowing and ending such number of
days thereafter (but not less than seven nor more than 180 days) as the
Borrower may elect in accordance with Section 2.03; provided that:

(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall be extended to the next
succeeding Euro-Dollar Business Day; and
<PAGE>
<PAGE> 14

(b) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.

Notwithstanding the foregoing, all Interest Periods at any one
time outstanding hereunder shall end on not more than 25 different dates,
and the duration of any Interest Period which would otherwise exceed such
limitation shall be adjusted so as to coincide with the remaining term of
such other then current Interest Period as the Borrower may specify in the
related Notice of Borrowing.

"Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended, or any successor statute.

"Invitation for Money Market Quotes" means an invitation by the
Auction Agent on behalf of the Borrower to each Bank to submit Money Market
Quotes offering to make Money Market Loans in accordance with Section 2.03,
substantially in the form of Exhibit C hereto.

"Leverage Ratio" means the ratio of (x) Consolidated Total Debt to
(y) Consolidated Book Net Worth.

"LIBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market LIBOR Margins pursuant to Section 2.03.

"Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of
such asset.

"Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money
Market Loan and "Loans" means Domestic Loans or Euro-Dollar Loans or Money
Market Loans or any combination of the foregoing, in each case made or to
be made under this Agreement.

"London Interbank Offered Rate" has the meaning set forth in
Section 2.07(c).

"Margin Stock" means "margin stock" as such term is defined in
Regulation U of the Federal Reserve Board, as the same may be amended,
supplemented or modified from time to time.

"Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $15,000,000.
<PAGE>
<PAGE> 15

"Money Market Absolute Rate" has the meaning set forth in Section
2.03(d)(ii)(D).

"Money Market Absolute Rate Loan" means a loan made or to be made
by a Bank pursuant to an Absolute Rate Auction.

"Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office or branch of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the
Borrower and the Administrative Agent; provided that any Bank may from time
to time by notice to the Borrower and the Administrative Agent designate
separate Money Market Lending Offices for its Money Market LIBOR Loans, on
the one hand, and its Money Market Absolute Rate Loans, on the other hand,
in which case all references herein to the Money Market Lending Office of
such Bank shall be deemed to refer to either or both of such offices, as
the context may require.

"Money Market LIBOR Loan" means a loan made or to be made by a
Bank pursuant to a LIBOR Auction (including such a loan bearing interest at
the Reference Rate pursuant to Section 8.01).

"Money Market LIBOR Margin" has the meaning set forth in Section
2.03(d)(ii)(C).

"Money Market Loan" means a Money Market LIBOR Loan or a Money
Market Absolute Rate Loan.

"Money Market Quote" means an offer by a Bank to make a Money
Market Loan in accordance with Section 2.03.

"Multiemployer Plan" means at any time an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which any member
of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made
contributions, including for these purposes any Person which ceased to be a
member of the ERISA Group during such five year period.

"Net Cash Proceeds" means, with respect to any Reduction Event, an
amount equal to the cash proceeds received by the Borrower or any of its
Subsidiaries from or in respect of such Reduction Event (including any cash
proceeds (other than income, dividends or similar distributions) received
as proceeds of any noncash proceeds of any Designated Asset Sale), less
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<PAGE> 16

(x) any expenses reasonably incurred by such Person in respect of
such Reduction Event, and

(y) if such Reduction Event is a Designated Asset Sale,

(I) the amount of any Debt secured by a Lien on any asset
disposed of in such Designated Asset Sale and discharged from the
proceeds thereof, and

(II) any taxes actually paid or to be payable by such Person
(as estimated by a senior financial or accounting officer of the
Borrower, giving effect to the overall tax position of the
Borrower) in respect of such Designated Asset Sale.

"Notes" means promissory notes of the Borrower, substantially in
the form of Exhibit A hereto, evidencing the obligation of the Borrower to
repay the Loans, and "Note" means any one of such promissory notes issued
hereunder.

"Notice of Borrowing" means a Notice of Committed Borrowing (as
defined in Section 2.02) or a Notice of Money Market Borrowing (as defined
in Section 2.03(f)).

"Offer" means the offer by PX Acquisition to purchase all
outstanding shares of common stock (including the associated rights) of CBI
pursuant to the Offer Documents.

"Offer Documents" means the Offer to Purchase and the Letter of
Transmittal, Notice of Guaranteed Delivery, Letter to Brokers, Dealers,
Trust Companies and Other Nominees, and Letter to Clients for use by
Brokers, Dealers, Commercial Banks, Trust Companies and Nominees related
thereto, in each case as amended or supplemented from time to time.

"Offer to Purchase" means the Offer to Purchase dated November 3,
1995 by PX Acquisition to the stockholders of CBI.

"Participant" has the meaning set forth in Section 9.06(b).

"PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.
<PAGE>
<PAGE> 17

"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality
thereof.

"Plan" means at any time an employee pension benefit plan (other
than a Multiemployer Plan) which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Internal Revenue
Code and either:

(i) is maintained, or contributed to, by any member of the ERISA
Group for employees of any member of the ERISA Group; or

(ii) has at any time within the preceding five years been
maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such
time a member of the ERISA Group.

"Pricing Schedule" means the Pricing Schedule attached hereto.

"PX Acquisition" means PX Acquisition Corp., a Delaware
corporation and a Wholly-Owned Consolidated Subsidiary of the Borrower, and
its successors.

"Reduction Event" means, without duplication,

(i) any Designated Asset Sale,

(ii) the incurrence of any Funded Debt (excluding refundings and
refinancings of Funded Debt in respect of which a Reduction Event has
already occurred),

(iii) the incurrence of any Canadian Acquisition Debt, or

(iv) the issuance of any equity securities by the Borrower or any
of its Subsidiaries (other than equity securities issued (w) to
stockholders of CBI in the Offer or the Second Step Transaction, (x) to
the Borrower or any of its Subsidiaries, (y) pursuant to the Borrower's
Dividend Reinvestment and Stock Purchase Plan and (z) pursuant to stock
option, restricted stock, performance stock or other employee benefit
plans).
<PAGE>
<PAGE> 18

The description of any transaction as falling within the above
definition does not affect any limitation on such transaction imposed by
Article V of this Agreement.

"Reduction Percentage" means (i) with respect to any Reduction
Event other than the incurrence of Canadian Acquisition Debt, 75% and (ii)
with respect to a Reduction Event upon the incurrence of Canadian
Acquisition Debt, 100%.

"Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any
one of such Reference Banks.

"Reference Rate" means the rate of interest publicly announced by
Chemical Bank in New York City from time to time as its reference rate.

"Refunding Borrowing" means a Committed Borrowing which, after
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of Committed Loans made by any Bank.

"Regulation D" and "Regulation U" means Regulation D and
Regulation U, respectively, of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

"Required Banks" means at any time Banks having at least
two-thirds of the aggregate amount of the Commitments, or, if the
Commitments have been terminated, holding Notes evidencing at least
two-thirds of the aggregate unpaid principal amount of the outstanding
Loans.

"Restricted Subsidiary" means

(i) any Domestic Consolidated Subsidiary of the Borrower except
Altair Gases and Equipment, Inc., GenEx Ltd., and Gas Tech,
Incorporated; and

(ii) Praxair Canada Inc.

"SEC" means the Securities and Exchange Commission.

"Second Step Cash Merger" has the meaning set forth in the Offer
to Purchase.

"Second Step Transaction" means a merger or consolidation,
including the Second Step Cash Merger, of CBI
<PAGE>
<PAGE> 19

with the Borrower, PX Acquisition or any other Wholly-Owned Consolidated
Subsidiary of the Borrower.

"Subsidiary" with respect to any Person means any corporation or
other entity of which such Person directly or indirectly owns a majority of
the securities or other ownership interests having ordinary voting power to
elect the board of directors or other persons performing similar functions.
Unless otherwise specified, "Subsidiary" means a Subsidiary of the
Borrower.

"Termination Date" means December 7, 2000 or, if such day is not a
Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day.

"Unfunded Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the present value of all benefits
under such Plan exceeds (ii) the fair market value of all Plan assets
allocable to such benefits (excluding any accrued but unpaid
contributions), all determined as of the then most recent valuation date
for such Plan, but only to the extent that such excess represents a
potential liability of a member of the ERISA Group to the PBGC or any other
Person under Title IV of ERISA.

"Wholly-Owned Consolidated Subsidiary" with respect to any Person
means any Consolidated Subsidiary all of the shares of capital stock or
other ownership interests of which (except directors' qualifying shares)
are at the time directly or indirectly owned by such Person.

SECTION 1.02. Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared
in accordance with generally accepted accounting principles as in effect
from time to time, applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants) with the
most recent audited consolidated financial statements of the Borrower and
its Consolidated Subsidiaries delivered to the Banks; provided that, if the
Borrower notifies the Administrative Agent that the Borrower wishes to
amend any covenant in Article V to eliminate the effect of any change in
generally accepted accounting principles on the operation of such covenant
(or if the Administrative Agent notifies the Borrower that the Required
Banks wish to amend Article V for such purpose), then the Borrower's
compliance with such covenant shall be determined on the basis of generally
<PAGE>
<PAGE> 20

accepted accounting principles in effect immediately before the relevant
change in generally accepted accounting principles became effective, until
either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Banks.

SECTION 1.03. Types of Borrowings. The term "Borrowing" denotes
the aggregation of Loans of one or more Banks to be made to the Borrower
pursuant to Article II on a single date and for a single Interest Period.
Borrowings are classified for purposes of this Agreement either by
reference to the pricing of Loans comprising such Borrowing (e.g., a
"Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or
by reference to the provisions of Article II under which participation
therein is determined (i.e., a "Committed Borrowing" is a Borrowing under
Section 2.01 in which all Banks participate in proportion to their
Commitments, while a "Money Market Borrowing" is a Borrowing under Section
2.03 in which the Bank participants are determined on the basis of their
bids in accordance therewith).

ARTICLE II

THE CREDITS

SECTION 2.01. Commitments to Lend. Each Bank severally agrees,
on the terms and conditions set forth in this Agreement (including, without
limitation, Section 3.02), to make Domestic Loans and Euro-Dollar Loans to
the Borrower pursuant to this Section from time to time in amounts such
that the aggregate principal amount of Committed Loans by such Bank at any
one time outstanding to the Borrower shall not exceed the amount of its
Commitment at such time. Each Borrowing under this Section 2.01 shall be
in an aggregate principal amount of $25,000,000 or any larger multiple of
$1,000,000 (except that any such Borrowing may be in the aggregate amount
available in accordance with Section 3.02(b) and, if less than $5,000,000,
must be a Base Rate Borrowing) and shall be made from the several Banks
ratably in proportion to their respective Commitments. Within the
foregoing limits, the Borrower may borrow under this Section 2.01, repay,
or to the extent permitted by Section 2.11 or 8.03(d)(ii), prepay Loans and
reborrow at any time under this Section 2.01.

SECTION 2.02. Notice of Committed Borrowings. The Borrower shall
give the Administrative Agent notice (a
<PAGE>
<PAGE> 21

"Notice of Committed Borrowing") not later than 12:00 Noon (New York City
time) on:

(x) the date of each Base Rate Borrowing,

(y) the Domestic Business Day next preceding the date of each CD
Borrowing and

(z) the third Euro-Dollar Business Day before each Euro-Dollar
Borrowing,

specifying:

(a) the date of such Borrowing, which shall be a Domestic
Business Day in the case of a Domestic Borrowing or a Euro-Dollar
Business Day in the case of a Euro-Dollar Borrowing,

(b) the aggregate amount of such Borrowing,

(d) in the case of a Fixed Rate Borrowing, the duration of the
Interest Period applicable thereto, subject to the provisions of the
definition of Interest Period.

SECTION 2.03. Money Market Borrowings.

(a) The Money Market Option. In addition to Committed
Borrowings pursuant to Section 2.01, the Borrower may, as set forth in this
Section, request the Banks to make offers to make Money Market Loans to the
Borrower. The Banks may, but shall have no obligation to, make such offers
and the Borrower may, but shall have no obligation to, accept any such
offers in the manner set forth in this Section.

(b) Money Market Quote Request. When the Borrower wishes to
request offers to make Money Market Loans under this Section, it shall
transmit to the Auction Agent by telex or facsimile transmission a Money
Market Quote Request substantially in the form of Exhibit B hereto so as to
be received no later than:

(x) 11:00 A.M. (New York City time) on the fourth Euro-Dollar
Business Day prior to the date of Borrowing proposed therein, in the
case of a LIBOR Auction or
<PAGE>
<PAGE> 22

(y) 9:00 A.M. (New York City time) on the Domestic Business Day
which is the date of Borrowing proposed therein, in the case of an
Absolute Rate Auction

(or, in either case, such other time or date as the Borrower and the
Auction Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the
first LIBOR Auction or Absolute Rate Auction for which such change is to be
effective) specifying:

(i) the proposed date of Borrowing, which shall be a Euro-Dollar
Business Day in the case of a LIBOR Auction or a Domestic Business Day
in the case of an Absolute Rate Auction,

(ii) the aggregate amount of such Borrowing, which shall be
$10,000,000 or a larger multiple of $1,000,000,

(iii) the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period, and

(iv) whether the Money Market Quotes requested are to set forth a
Money Market LIBOR Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than
one Interest Period in a single Money Market Quote Request.

(c) Invitation for Money Market Quotes. Promptly upon receipt
of a Money Market Quote Request, the Auction Agent shall send to the Banks
by telex or facsimile transmission an Invitation for Money Market Quotes,
substantially in the form of Exhibit C hereto, with respect to such Money
Market Quote Request.

(d) Submission and Contents of Money Market Quotes. (i) Each
Bank may submit a Money Market Quote containing an offer or offers to make
Money Market Loans in response to any Invitation for Money Market Quotes.
Each Money Market Quote must comply with the requirements of this
subsection (d) and must be submitted to the Auction Agent by telex or
facsimile transmission at its offices specified in or pursuant to Section
9.01 not later than 11:00 A.M. (New York City time) on:
<PAGE>
<PAGE> 23

(x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or

(y) the proposed date of Borrowing, in the case of an Absolute
Rate Auction

(or, in either case, such other time or date as the Borrower and the
Auction Agent shall have mutually agreed, with corresponding changes to the
times and dates set forth in clauses (x) and (y) below, and the Auction
Agent shall have notified the Banks not later than the date of the Money
Market Quote Request for the first LIBOR Auction or Absolute Rate Auction
for which such change is to be effective); provided that Money Market
Quotes submitted by the Auction Agent in the capacity of a Bank may be
submitted, and may only be submitted, if the Auction Agent notifies the
Borrower of the terms of the offer or offers contained therein not later
than:

(x) one hour prior to the deadline for the other Banks, in the
case of a LIBOR Auction or

(y) 15 minutes prior to the deadline for the other Banks, in the
case of an Absolute Rate Auction.

Subject to Articles III and VI, any Money Market Quote so made shall be
irrevocable except with the written consent of the Auction Agent given on
the instructions of the Borrower.
(ii) Each Money Market Quote shall be in substantially the form
of Exhibit D hereto and shall in any case specify:

(A) the proposed date of Borrowing,

(B) the principal amount of the Money Market Loan for which each
such offer is being made, which principal amount:

(w) may be greater than or less than the Commitment of the
quoting Bank,

(x) must be $5,000,000 or a larger multiple of $1,000,000,

(y) may not exceed the principal amount of Money Market
Loans for which offers were requested and
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<PAGE> 24

(z) may be subject to an aggregate limitation as to the
principal amount of Money Market Loans for which offers being made
by such quoting Bank may be accepted,

(C) in the case of a LIBOR Auction, the margin above or below
the applicable London Interbank Offered Rate (the "Money Market LIBOR
Margin") offered for each such Money Market Loan, expressed as a
percentage (rounded to the nearest 1/10,000th of 1%) to be added to or
subtracted from such base rate,

(D) in the case of an Absolute Rate Auction, the rate of
interest per annum (rounded to the nearest 1/10,000th of 1%) (the "Money
Market Absolute Rate") offered for each such Money Market Loan, and

(E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the
quoting Bank with respect to each Interest Period specified in the related
Invitation for Money Market Quotes.

(iii) Any Money Market Quote shall be disregarded if it:

(A) is not substantially in conformity with Exhibit D hereto or
does not specify all of the information required by subsection (d)(ii);

(B) contains qualifying, conditional or similar language, except
as permitted by subsection (d)(ii)(B)(z);

(D) arrives after the time set forth in subsection (d)(i).

(e) Notice to Borrower. The Auction Agent shall promptly notify
the Borrower of the terms:

(x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) and

(y) of any Money Market Quote that amends, modifies or is
otherwise inconsistent with a previous Money Market Quote submitted by
such Bank with respect
<PAGE>
<PAGE> 25

to the same Money Market Quote Request. Any such subsequent Money
Market Quote shall be disregarded by the Auction Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest
error in such former Money Market Quote.

The Auction Agent's notice to the Borrower shall specify:

(A) the aggregate principal amount of Money Market Loans for
which offers have been received for each Interest Period specified in
the related Money Market Quote Request,

(B) the respective principal amounts and Money Market LIBOR
Margins or Money Market Absolute Rates, as the case may be, so offered
and

(C) if applicable, limitations on the aggregate principal amount
of Money Market Loans for which offers in any single Money Market Quote
may be accepted.

(f) Acceptance and Notice by Borrower. Not later than 12:00
Noon (New York City time) on:

(x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or

(y) the proposed date of Borrowing, in the case of an Absolute
Rate Auction

(or, in either case, such other time or date as the Borrower and the
Auction Agent shall have mutually agreed and the Auction Agent shall have
notified to the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for which such
change is to be effective), the Borrower shall notify the Auction Agent of
its acceptance or non-acceptance of the offers so notified to it pursuant
to subsection (e) and the Auction Agent shall so notify the Administrative
Agent. In the case of acceptance, such notice (a "Notice of Money Market
Borrowing") shall specify the aggregate principal amount of offers for each
Interest Period that are accepted. The Borrower may accept any Money
Market Quote in whole or in part; provided that:

(i) the aggregate principal amount of each Money Market
Borrowing may not exceed the applicable amount set forth in the related
Money Market Quote Request,
<PAGE>
<PAGE> 26

(ii) the principal amount of each Money Market Borrowing must be
$10,000,000 or a larger multiple of $1,000,000 and the principal amount
of each Money Market Loan with respect to such Money Market Borrowing
must be in an amount of $5,000,000 or a larger multiple of $1,000,000,

(iii) acceptance of offers may only be made on the basis of
ascending Money Market LIBOR Margins or Money Market Absolute Rates, as
the case may be,

(iv) the Borrower may not accept any offer that is described in
subsection (d)(iii) or that otherwise fails to comply with the
requirements of this Agreement, and

(v) failure by the Borrower to notify the Auction Agent by the
time specified above shall be deemed a rejection of all offers.

(g) Allocation by Borrower. If offers are made by two or more
Banks with the same Money Market LIBOR Margins or Money Market Absolute
Rates, as the case may be, for a greater aggregate principal amount than
the amount in respect of which such offers are accepted for the related
Interest Period, the principal amount of Money Market Loans in respect of
which such offers are accepted shall be allocated by the Borrower among
such Banks as nearly as possible in proportion to the aggregate principal
amounts of such offers (or as nearly in proportion as shall be practicable
after giving effect to the requirement that Money Market Loans for each
relevant maturity date shall each be in a principal amount of $5,000,000 or
a multiple of $1,000,000 in excess thereof).

SECTION 2.04. Notice to Banks; Funding of Loans.

(a) Upon receipt of a Notice of Borrowing, the Administrative
Agent shall promptly notify each Bank of the contents thereof and of such
Bank's share (if any) of such Borrowing and such Notice of Borrowing shall
not thereafter be revocable by the Borrower.

(b) Not later than 1:00 P.M. (New York City time) on the date of
each Borrowing, each Bank participating therein shall (except as provided
in subsection (c) of this Section) make the amount of its share of such
Borrowing available to the Administrative Agent for the account of the
Borrower at the office of the Administrative Agent specified in or pursuant
to Section 9.01 in funds immediately available to the Administrative Agent.
Unless the
<PAGE>
<PAGE> 27

Administrative Agent determines (or, in the case of the first Borrowing,
the Agents determine) that any applicable condition specified in Article
III has not been satisfied, the Administrative Agent shall make such
aggregate funds available to the Borrower by depositing the proceeds
thereof, in like funds as received by the Administrative Agent, in the
account of the Borrower with the Administrative Agent as promptly as
practicable, but in no event later than 2:00 P.M. (New York City time) on
the date of such Borrowing.

(c) If any Bank makes a new Committed Loan hereunder to the
Borrower on a day on which the Borrower is to repay all or any part of an
outstanding Committed Loan from such Bank, such Bank shall apply the
proceeds of its new Committed Loan to make such repayment and only an
amount equal to the difference (if any) between the amount being borrowed
and the amount being repaid shall be made available by such Bank to the
Administrative Agent as provided in subsection (b), or remitted by the
Borrower to the Administrative Agent as provided in Section 2.12, as the
case may be.

(d) Unless the Administrative Agent shall have received notice
from a Bank prior to the date (or, in the case of a Base Rate Borrowing,
prior to 12:30 P.M. on the date) of any Borrowing that such Bank will not
make available to the Administrative Agent such Bank's share of such
Borrowing, the Administrative Agent may assume that such Bank has made such
share available to the Administrative Agent on the date of such Borrowing
in accordance with subsections (b) and (c) of this Section 2.04 and the
Administrative Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount. If the Administrative
Agent does, in such circumstances, make available to the Borrower such
amount, such Bank shall within three Domestic Business Days following such
Borrowing make such share available to the Administrative Agent, together
with interest thereon for each day from and including the date of such
Borrowing that such share was not made available, at the Effective Federal
Funds Rate. If such amount is so made available, such payment to the
Administrative Agent shall constitute such Bank's share of such Borrowing
for all purposes of this Agreement. If such amount is not so made
available to the Administrative Agent, then the Administrative Agent shall
on the third Domestic Business Day following such Borrowing notify the
Borrower of such failure and on the fourth Domestic Business Day following
the date of such Borrowing, the Borrower shall pay to the Administrative
Agent such share, together with interest thereon for each day that the
<PAGE>
<PAGE> 28

Borrower had the use of such share, at the Effective Federal Funds Rate.
Nothing contained in this subsection (d) shall relieve any Bank which has
failed to make available its share of any Borrowing hereunder from its
obligation to do so in accordance with the terms hereof.

(e) The failure of any Bank to make available to the
Administrative Agent its share of any Borrowing on the date of such
Borrowing shall not relieve any other Bank of its obligation, if any,
hereunder to make available to the Administrative Agent its share of such
Borrowing, but no Bank shall be responsible for the failure of any other
Bank to make available the share of any Borrowing to be made available by
such other Bank on such date of Borrowing.

SECTION 2.05. Notes. (a) The Loans of each Bank shall be
evidenced by a single Note payable to the order of such Bank for the
account of its Applicable Lending Office in an amount equal to the
aggregate unpaid principal amount of such Bank's Loans.

(b) Each Bank may, by notice to the Borrower and the
Administrative Agent (to be given not later than two Domestic Business Days
prior to the first Borrowing), request that its Loans of a particular type
be evidenced by a separate Note in an amount equal to the aggregate unpaid
principal amount of such Loans. Each such Note shall be in substantially
the form of Exhibit A hereto with appropriate modifications to reflect the
fact that it evidences solely Loans of the relevant type. Each reference
in this Agreement to the "Note" of such Bank shall be deemed to refer to
and include any or all of such Notes, as the context may require.

(c) Upon receipt of each Bank's Note pursuant to Section
3.01(b), the Administrative Agent shall mail such Note to such Bank. Each
Bank shall record the date, amount and maturity of each Loan made by it and
the date and amount of each payment of principal made by the Borrower with
respect thereto and may, at its option prior to any transfer or enforcement
of its Note, endorse on the schedule forming a part thereof appropriate
notations to evidence the foregoing information with respect to each such
Loan then outstanding; provided that the failure of any Bank to make any
such recordation or endorsement shall not affect the obligations of the
Borrower hereunder or under the Notes. Each Bank is hereby irrevocably
authorized by the Borrower so to endorse its Note and to attach to and make
a part of its Note a continuation of any such schedule as and when
required.
<PAGE>
<PAGE> 29

SECTION 2.06. Maturity of Loans. Each Loan included in any
Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such
Borrowing.

SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall
bear interest on the outstanding principal amount thereof, for each day
from the date such Loan is made to but excluding the date it becomes due,
at a rate per annum equal to the Base Rate for such day. Such interest
shall be payable for each Interest Period on the last day thereof. Any
overdue principal of or interest on any Base Rate Loan shall bear interest,
payable on demand, for each day from and including the date payment thereof
was due to but excluding the date of actual payment at a rate per annum
equal to the sum of 1% plus the Base Rate for such day.

(b) Subject to Section 8.01, each CD Loan shall bear interest on
the outstanding principal amount thereof, for each day during the Interest
Period applicable thereto, at a rate per annum equal to the sum of the
applicable CD Margin for such day plus the applicable Adjusted CD Rate.
Such interest shall be payable for each Interest Period on the last day
thereof and, if such Interest Period is longer than 90 days, at intervals
of 90 days after the first day thereof. Any overdue principal of or
interest on any CD Loan shall bear interest, payable on demand, for each
day from and including the date payment thereof was due to but excluding
the date of actual payment at a rate per annum equal to the sum of 1% plus
the Base Rate for such day.

"CD Margin" means a rate per annum determined in accordance with
the Pricing Schedule.

The "Adjusted CD Rate" applicable to any Interest Period means a
rate per annum determined pursuant to the following formula:

[ CDBR ]*
ACDR = [ ---------- ] + AR
[ 1.00 - DRP ]

ACDR = Adjusted CD Rate
CDBR = CD Base Rate
DRP = Domestic Reserve Percentage
AR = Assessment Rate

__________
* The amount in brackets being rounded upwards, if
necessary, to the next higher 1/100 of 1%
<PAGE>
<PAGE> 30

The "CD Base Rate" applicable to any Interest Period is the rate
of interest determined by the Administrative Agent to be the average
(rounded upward, if necessary, to the next higher 1/100 of 1%) of the
prevailing rates per annum bid at 10:00 A.M. (New York City time) (or as
soon thereafter as practicable) on the first day of such Interest Period by
two or more New York certificate of deposit dealers of recognized standing
for the purchase at face value from each CD Reference Bank of its
certificates of deposit in an amount comparable to the principal amount of
the CD Loan of such CD Reference Bank to which such Interest Period applies
and having a maturity comparable to such Interest Period.

"Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation
any basic, supplemental or emergency reserves) for a member bank of the
Federal Reserve System in New York City with deposits exceeding
$5,000,000,000 in respect of new non-personal time deposits in Dollars in
New York City having a maturity comparable to the related Interest Period
and in an amount of $100,000 or more. The Adjusted CD Rate shall be
adjusted automatically on and as of the effective date of any change in the
Domestic Reserve Percentage.

"Assessment Rate" means for any day the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A"
(or a comparable successor assessment risk classification) within the
meaning of 12 C.F.R. sec. 327.4(a) (or any successor provision) to the
Federal Deposit Insurance Corporation (or any successor) for such
Corporation's (or such successor's) insuring time deposits at offices of
such institution in the United States. The Adjusted CD Rate shall be
adjusted automatically on and as of the effective date of any change in the
Assessment Rate.

(c) Subject to Section 8.01, each Euro-Dollar Loan shall bear
interest on the outstanding principal amount thereof, for each day during
the Interest Period applicable thereto, at a rate per annum equal to the
sum of the applicable Euro-Dollar Margin for such day plus the applicable
London Interbank Offered Rate. Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is
longer than three months, at intervals of three months after the first day
thereof.
<PAGE>
<PAGE> 31

"Euro-Dollar Margin" means a rate per annum determined in
accordance with the Pricing Schedule.

The "London Interbank Offered Rate" applicable to any Interest
Period means the average (rounded upward, if necessary, to the next higher
1/16 of 1%) of the respective rates per annum at which deposits in Dollars
are offered to each of the Euro-Dollar Reference Banks in the London
interbank market at approximately 11:00 A.M. (London time) two Euro-Dollar
Business Days before the first day of such Interest Period and for value on
the first day of such Interest Period in an amount approximately equal to
the principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference
Bank to which such Interest Period is to apply and for a period of time
comparable to such Interest Period.

(d) Any overdue principal of or interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day from and including the
date payment thereof was due to but excluding the date of actual payment,
at a rate per annum equal to the sum of 1% plus the Base Rate for such day.

(e) Subject to Section 8.01, each Money Market LIBOR Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the
London Interbank Offered Rate for such Interest Period (determined in
accordance with Section 2.07(c) as if the related Money Market LIBOR
Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the Money
Market LIBOR Margin quoted by the Bank making such Loan in accordance with
Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on
the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the Money Market Absolute
Rate quoted by the Bank making such Loan in accordance with Section 2.03.
Interest on each Money Market Loan shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than
three months, at intervals of three months after the first day thereof.
Any overdue principal of or interest on any Money Market Loan shall bear
interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment at a
rate per annum equal to the sum of 1% plus the Base Rate for such day.

(f) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give to
the Borrower and the Banks making such Loans prompt notice by telex or
facsimile
<PAGE>
<PAGE> 32

transmission of each rate of interest so determined, and its determination
thereof shall be conclusive in the absence of manifest error.

(g) Each Reference Bank agrees to use its best efforts to
furnish quotations to the Administrative Agent as contemplated by this
Section. If any Reference Bank does not furnish a timely quotation, the
Administrative Agent shall determine the relevant interest rate on the
basis of the quotation or quotations furnished by the remaining Reference
Bank or Banks or, if none of such quotations is available on a timely
basis, the provisions of Section 8.01 shall apply.

SECTION 2.08. Facility Fee. The Borrower shall pay to the
Administrative Agent for the account of the Banks ratably in proportion to
their Commitments a facility fee at the Facility Fee Rate (determined for
each day in accordance with the Pricing Schedule). Such facility fee shall
accrue:

(i) from and including the date on which the condition referred
to in Section 3.01(a) has been satisfied to but excluding the date on
which the Commitments are terminated in their entirety, on the daily
aggregate amount of the Commitments (whether used or unused) and

(ii) from and including the date on which the Commitments are
terminated in their entirety to but excluding the date the Loans shall
be repaid in their entirety (if later), on the daily aggregate
outstanding principal amount of the Loans.

Such facility fee shall be payable quarterly on each March 31, June 30,
September 30 and December 31 (in arrears), commencing on December 31, 1995,
and upon the date of termination of the Commitments in their entirety (and,
if later, the date the Loans shall be repaid in their entirety).

SECTION 2.09. Optional Termination or Reduction of Commitments.
The Borrower may, upon at least three Domestic Business Days' notice to the
Administrative Agent,

(i) terminate the Commitments at any time, if no Loans are
outstanding at such time or

(ii) ratably reduce from time to time by an aggregate amount of
$25,000,000 or any larger multiple of $5,000,000, the aggregate amount
of the Commitments, provided that the Commitments may not be reduced
below
<PAGE>
<PAGE> 33

the sum of (x) the aggregate outstanding principal amount of the Loans
plus (y) the Applicable Alternative Currency Outstandings (after giving
effect to such reduction).

Each reduction of the Commitments pursuant to this Section shall
be applied first to reduce the amount of each subsequent mandatory
reduction of the Commitments pursuant to Section 2.10(b) in chronological
order and thereafter to reduce the amount of the reduction of the
Commitments pursuant to Section 2.10(a).

SECTION 2.10. Mandatory Termination and Reduction of Commitments.
(a) The Commitments shall terminate on the Termination Date and any Loans
then outstanding (together with accrued interest thereon) shall be due and
payable on such date.

(b) The Commitments shall be reduced automatically, on each date
set forth below (each a "Commitment Reduction Date"), by the amount set
forth below opposite such Commitment Reduction Date (as such amount may
have been reduced pursuant to Section 2.09):

Commitment Amount of
Reduction Date Commitment Reduction

December 7, 1998 $200,000,000
December 7, 1999 $400,000,000

(c) In addition, the Commitments shall be reduced automatically,
in the event that the Borrower or any of its Subsidiaries shall at any
time, or from time to time, after the date hereof receive any Net Cash
Proceeds of any Reduction Event, by an amount equal to the Reduction
Percentage of such Net Cash Proceeds; provided that no such reduction shall
be made pursuant to this subsection (c) if at the time of receipt of any
such Net Cash Proceeds (other than Net Cash Proceeds with respect to the
incurrence of Canadian Acquisition Debt) the aggregate amount of the
Commitments is $1,500,000,000 or less. The reductions in the Commitments
required by this subsection shall be effective on the thirtieth day
following receipt by the Borrower or any of its Subsidiaries, as the case
may be, of such Net Cash Proceeds; provided that

(i) if the amount equal to the Reduction Percentage of the Net
Cash Proceeds in respect of any Reduction Event is less than $1,000,000,
such reduction shall be effective upon receipt of proceeds such that,
together with all other such amounts not previously
<PAGE>
<PAGE> 34

applied, the Reduction Percentage of such Net Cash Proceeds is equal to
at least $1,000,000; and

(ii) if any such reduction in the Commitments would otherwise
require prepayment of Fixed Rate Loans or portions thereof prior to the
last day of the then current Interest Period pursuant to Section 2.11,
such reduction shall, unless the Administrative Agent otherwise notifies
the Borrower upon the instructions of the Required Banks, be deferred to
such last day of the related Interest Period.

Each reduction of the Commitments pursuant to this subsection (c) shall be
applied first to reduce the amount of each subsequent mandatory reduction
of the Commitments pursuant to Section 2.10(b) in chronological order and
thereafter to reduce the amount of the reduction of the Commitments
pursuant to Section 2.10(a). The Borrower shall give the Administrative
Agent at least five Euro-Dollar Business Days' notice of each reduction in
the Commitments pursuant to this subsection.

SECTION 2.11. Prepayments. (a) The Borrower may, upon at least
one Domestic Business Day's notice by 11:00 A.M. (New York City time) to
the Administrative Agent, prepay any Base Rate Borrowing in whole at any
time, or from time to time in part in amounts aggregating $10,000,000 or
any larger multiple of $1,000,000, by paying the principal amount to be
prepaid together with accrued interest thereon to the date of prepayment.
Subject to Section 8.03(d)(ii), each such optional prepayment shall be
applied to prepay ratably the Base Rate Loans of the several Banks included
in such Borrowing.

(b) Subject to Section 2.13, upon at least three Domestic
Business Days' notice to the Administrative Agent (in the case of CD
Borrowings) and three Euro-Dollar Business Days' notice to the
Administrative Agent (in the case of Euro-Dollar Borrowings), the Borrower
may prepay any CD Borrowing or Euro-Dollar Borrowing in whole at any time,
or from time to time in part in amounts aggregating $10,000,000 or any
larger multiple of $1,000,000, by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment. Subject
to Section 8.03(d)(ii), each such optional prepayment shall be applied to
prepay ratably the Loans of the several Banks included in such Borrowing.

(c) Upon receipt of a notice of prepayment pursuant to this
Section, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of
<PAGE>
<PAGE> 35

such Bank's ratable share (if any) of such prepayment and such notice shall
not thereafter be revocable by the Borrower.

(d) The Borrower may not prepay the Money Market Loans at any
time.

(e) On the date of any reduction of Commitments pursuant to
Section 2.10, the Borrower shall repay such principal amount (together with
accrued interest thereon) of outstanding Loans, if any, as may be necessary
so that after such repayment (i) the aggregate outstanding principal amount
of each Bank's Committed Loans does not exceed the amount of such Bank's
Commitment as then reduced, and (ii) the aggregate unpaid principal amount
of all outstanding Loans plus the Applicable Alternative Currency
Outstandings does not exceed the aggregate amount of the Commitments as
then reduced. Any such prepayment shall be made in accordance with all
applicable provisions of this Agreement (including without limitation
subsections (a), (b), (c) and (d) of this Section 2.11).

SECTION 2.12. General Provisions as to Payments. (a) The
Borrower shall make each payment of principal of, and interest on, the
Loans and of fees hereunder, not later than 11:00 A.M. (New York City time)
on the date when due, in Federal or other funds immediately available in
New York City, to the Administrative Agent at its address specified in or
pursuant to Section 9.01. The Administrative Agent will promptly
distribute to each Bank its share of each such payment received by the
Administrative Agent for the account of the Banks. Whenever any payment of
principal of, or interest on, the Domestic Loans or of fees shall be due on
a day which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day. Whenever
any payment of principal of, or interest on, the Euro-Dollar Loans shall be
due on a day which is not a Euro-Dollar Business Day, the date for payment
thereof shall be extended to the next succeeding Euro-Dollar Business Day
unless such Euro-Dollar Business Day falls in another calendar month, in
which case the date for payment thereof shall be the next preceding
Euro-Dollar Business Day. Whenever any payment of principal of, or
interest on, the Money Market Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to
the next succeeding Euro-Dollar Business Day. If the date for any payment
of principal is extended by operation of law or otherwise, interest thereon
shall be payable for such extended time.
<PAGE>
<PAGE> 36

(b) Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the
Banks hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to each Bank
on such due date an amount equal to the amount then due such Bank. If and
to the extent that the Borrower shall not have so made such payment, each
Bank shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Bank together with interest thereon, for each
day from the date such amount is distributed to such Bank until the date
such Bank repays such amount to the Administrative Agent, at the Effective
Federal Funds Rate.

SECTION 2.13. Funding Losses. If the Borrower makes any payment
of principal with respect to any Fixed Rate Loan (pursuant to Section 2.11,
Section 2.19, Article VI, Article VIII or otherwise) on any day other than
the last day of the Interest Period applicable thereto or if the Borrower
fails to borrow any Fixed Rate Loans after notice has been given to any
Bank in accordance with Section 2.04(a) or if the Borrower fails to prepay
the relevant Loan or Loans after giving notice of prepayment under
Section 2.11 the Borrower shall reimburse each Bank on demand for any
resulting loss or expense actually incurred by it (or a Participant which
has purchased or agreed to purchase a participation in the relevant Loan),
including (without limitation) any loss incurred in obtaining, liquidating
or employing deposits from third parties, but excluding loss of margin for
the period after any such payment or failure to borrow, provided that such
Bank shall have delivered to the Borrower a certificate containing a
computation in reasonable detail of the amount of such loss or expense,
which certificate shall be conclusive in the absence of manifest error.

SECTION 2.14. Computation of Interest and Fees. Interest based
on the Reference Rate shall be computed on the basis of a year of 365 days
(or 366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest
and fees shall be computed on the basis of a year of 360 days and paid for
the actual number of days elapsed (including the first day but excluding
the last day), except for interest on Alternative Currency Advances, which
shall be computed according to prevailing market practices.
<PAGE>
<PAGE> 37

SECTION 2.15. Withholding Tax Exemption. At least five Domestic
Business Days prior to the first date on which interest or fees are payable
hereunder for the account of any Bank, each Bank that is not incorporated
under the laws of the United States of America or a state thereof agrees
that it will deliver to the Borrower and the Administrative Agent two duly
completed copies of United States Internal Revenue Service Form 1001 or
4224, certifying in either case that such Bank is entitled to receive
payments under this Agreement and the Notes without deduction or
withholding of any United States federal income taxes. Each Bank which so
delivers a Form 1001 or 4224 further undertakes to deliver to the Borrower
and the Administrative Agent two additional copies of such form (or a
successor form) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the
most recent form so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the
Borrower or the Administrative Agent, in each case certifying that such
Bank is entitled to receive payments under this Agreement and the Notes
without deduction or withholding of any United States federal income taxes,
unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which
would prevent such Bank from duly completing and delivering any such form
with respect to it and such Bank promptly advises the Borrower and the
Administrative Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.

SECTION 2.16. Regulation D Compensation. (a) So long as
Regulation D shall require reserves to be maintained against "Eurocurrency
liabilities" (or against any other category of liabilities which includes
deposits by reference to which the interest rate on Euro-Dollar Loans is
determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any Bank to United States
residents), each Bank subject to and actually incurring such reserve
requirement may require the Borrower to pay, contemporaneously with each
payment of interest on the Euro-Dollar Loans, additional interest on the
related Euro-Dollar Loan of such Bank at a rate per annum (the
"Regulation D Rate") determined pursuant to the following formula:
<PAGE>
<PAGE> 38

[ LIBOR ]
RDR = [ -------- ] - LIBOR
[ 1 - ERR ]

RDR = Regulation D Rate
LIBOR = The applicable London Interbank
Offered Rate
ERR = Eurocurrency Reserve Ratio

"Eurocurrency Reserve Ratio" means the applicable reserve ratio
prescribed by Regulation D (as such Regulation shall have been amended to
the first day of the related Interest Period) for such reserve requirements
(expressed as a decimal).

Notwithstanding anything contained herein to the contrary, the
Regulation D Rate shall be adjusted automatically on and as of the
effective date of any change in such reserve ratio.

(b) Any Bank wishing to require payment of such additional
interest:

(i) shall so notify the Borrower, in which case such additional
interest on the Euro-Dollar Loans of such Bank shall be payable on any
date interest is payable with respect to each Euro-Dollar Loan
commencing after the giving of such notice and

(ii) shall notify the Borrower from time to time of the amount
due it under this Section;

provided that the Borrower shall not be required to make any payment of an
amount due hereunder earlier than the fifth Euro-Dollar Business Day after
receipt of the notice referred to in clause (ii) of this Section.

SECTION 2.17. Alternative Currency Advances.

(a) Requests for Offers. From time to time the Borrower may
request any or all of the Banks to make offers to make Alternative Currency
Advances, each in a minimum principal amount in the currency of such
Alternative Currency Advance equivalent to $1,000,000, to the Borrower;
provided that the aggregate Dollar Equivalents of all Alternative Currency
Advances outstanding at any one time shall not exceed $200,000,000;
provided further that immediately after the making of an Alternative
Currency Advance, the sum of (i) the aggregate principal amount of the
Loans plus (ii) the Applicable Alternative Currency
<PAGE>
<PAGE> 39

Outstandings will not exceed the aggregate amount of the Commitments. Any
such request shall be transmitted directly to any such Bank at the
Euro-Dollar Lending Office of such Bank or at any other address that the
Borrower and such Bank may agree from time to time. Each Bank may, but
shall have no obligation to, make such offers on terms and conditions as
are satisfactory to such Bank, and the Borrower may, but shall have no
obligation to, accept any such offers.

(b) Reports to Agent. (i) The Borrower shall deliver to the
Administrative Agent a report in respect of each Alternative Currency
Advance (an "Alternative Currency Advance Report") by 2:00 P.M. (New York
City time) on (x) the date on which the Borrower accepts such Alternative
Currency Advance (such report to constitute the designation of such advance
as an Alternative Currency Advance for purposes of this Agreement), (y) the
date on which any principal amount thereof is repaid prior to the scheduled
maturity date and (z) the scheduled maturity date if payment thereof is not
made on such scheduled maturity date, specifying for such Alternative
Currency Advance:

(w) the date such advance was or will be made, on which such
amount of principal is prepaid or will be repaid or on which payment was
not made, as the case may be;

(x) the Alternative Currency of such advance; and

(y) the principal amount of such advance or principal prepayment
or repayment or the amount not paid (in such Alternative Currency).

On the basis of each such Alternative Currency Advance Report, the
Administrative Agent shall determine the Dollar Equivalent of the advance
then made or remaining after such principal repayment and the Applicable
Alternative Currency Outstandings on such date after giving effect to such
advance or principal repayment and shall promptly notify the Borrower and
the Banks of such Dollar Equivalent and such Applicable Alternative
Currency Outstandings.

(ii) If the aggregate amount of Loans and Alternative Currency
Advances outstanding under this Agreement equals or exceeds an amount equal
to the product of (A) .85 and (B) the aggregate amount of the Commitments
hereunder at the time of the relevant Borrowing, at the time of each
Borrowing hereunder that is not a Refunding Borrowing, the Administrative
Agent shall determine the Dollar Equivalent of each Alternative Currency
Advance then outstanding and the Applicable Alternative Currency
<PAGE>
<PAGE> 40

Outstandings on such date, based on such Dollar Equivalents, and shall
promptly notify the Borrower and the Banks of such Dollar Equivalents, and
such Applicable Alternative Currency Outstandings.

(c) Other Alternative Currency Borrowings. Nothing in this
Section shall restrict the Borrower's ability to borrow in Alternative
Currencies from one or more Banks or other lenders without reporting such
borrowings as Alternative Currency Advances for purposes of this Agreement.
If and to the extent that any report designating such a borrowing as an
Alternative Currency Advance would cause the Borrower to exceed any
applicable limit set forth in Section 2.17(a) or 3.02(b) on the day such
report is received by the Administrative Agent, such designation shall be
ineffective. Except as provided in the immediately preceding sentence, a
report delivered by the Borrower pursuant to Section 2.17(b) designating a
borrowing as an Alternative Currency Advance for purposes of this Agreement
shall be effective upon receipt by the Administrative Agent and may not
thereafter be revoked by the Borrower.

SECTION 2.18. Judgment Currency. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due from the
Borrower hereunder or under any of the Notes in the currency expressed to
be payable herein or under the Notes (the "specified currency") into
another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at
which in accordance with normal banking procedures the Administrative Agent
could purchase the specified currency with such other currency at the
Administrative Agent's New York office on the Domestic Business Day
preceding that on which final judgment is given. The obligations of the
Borrower in respect of any sum due to any Bank or the Administrative Agent
hereunder or under any Note shall, notwithstanding any judgment in a
currency other than the specified currency, be discharged only to the
extent that on the Domestic Business Day following receipt by such Bank or
the Administrative Agent (as the case may be) of any sum adjudged to be so
due in such other currency such Bank or the Administrative Agent (as the
case may be) may in accordance with normal banking procedures purchase the
specified currency with such other currency; if the amount of the specified
currency so purchased is less than the sum originally due to such Bank or
the Administrative Agent, as the case may be, in the specified currency,
the Borrower agrees, to the fullest extent that it may effectively do so,
as a separate obligation and notwithstanding any such judgment, to
indemnify such Bank or the Administrative Agent, as the case
<PAGE>
<PAGE> 41

may be, against such loss, and if the amount of the specified currency so
purchased exceeds:

(a) the sum originally due to any Bank or the Administrative
Agent, as the case may be, and

(b) any amounts shared with other Banks as a result of
allocations of such excess as a disproportionate payment to such Bank
under Section 9.04,

such Bank or the Administrative Agent, as the case may be, agrees to remit
such excess to the Borrower.

SECTION 2.19. Replacement of this Agreement. If the Borrower
wishes at any time to replace this Agreement with another credit facility,
the Borrower may give prior notice of the termination of the Commitments
hereunder as required by Section 2.10 and prior notice of the prepayment of
any Loans outstanding hereunder as required by Section 2.11, in each case
on a conditional basis (i.e., conditioned upon such other credit facility
becoming available to the Borrower), provided that the Borrower gives
definitive notice of such termination of the Commitments and prepayment of
outstanding Loans (if any) to the Administrative Agent before 10:00 A.M.
(New York City time) on the date of such termination and prepayment (if
any) and complies with the applicable requirements of Sections 2.10 and
2.11 in all other respects.

ARTICLE III

CONDITIONS

SECTION 3.01. Effectiveness. This Agreement shall become
effective on the date that each of the following conditions shall have been
satisfied (or waived in accordance with Section 9.05):

(a) receipt by the Administrative Agent of counterparts hereof
signed by each of the parties hereto (or, in the case of any party as to
which an executed counterpart shall not have been received, receipt by
the Administrative Agent in form satisfactory to the Agents of
telegraphic, telex, facsimile or other written confirmation from such
party of execution of a counterpart hereof by such party);
<PAGE>
<PAGE> 42

(b) receipt by the Administrative Agent for the account of each
Bank of one executed Note dated on or before the Effective Date
complying with the provisions of Section 2.05;

(c) receipt by the Administrative Agent of opinions of Sullivan &
Cromwell, special counsel for the Borrower, and William F. McClure, Jr.,
Esq., Assistant General Counsel of the Borrower, covering the matters
described in Exhibits E-1 and E-2 hereto, respectively;

(d) receipt by the Administrative Agent of an opinion of Davis
Polk & Wardwell, special counsel for the Agents, substantially in the
form of Exhibit F hereto;

(e) receipt by the Administrative Agent of a certificate signed
by the Chairman, the President, any Vice President, the Treasurer (or
such Treasurer's designee) or any Assistant Treasurer of the Borrower,
dated the Effective Date, to the effect set forth in clauses (c) and (d)
of Section 3.02;

(f) (i) PX Acquisition shall have accepted shares of common
stock of CBI for payment, pursuant to the Offer, constituting at least a
majority of the outstanding number of such shares;

(ii) the Rights Condition (as defined in the Offer to Purchase)
shall have been satisfied, or waived with the consent of the Required
Banks, which consent shall not be unreasonably withheld or delayed; and

(iii) receipt by the Administrative Agent of a certificate signed
by the Chairman, the President, any Vice President, the Treasurer (or
such Treasurer's designee), the Comptroller or any Assistant Treasurer
of the Borrower in a form satisfactory to the Administrative Agent,
showing that the financing of the purchase of shares of common stock of
CBI in the Offer, when applied on a pro forma basis to the acquisition
of all of the common stock of CBI, plus the consolidation of Debt of
CBI, will not cause the Leverage Ratio to increase by more than 2.27;

(g) receipt by the Administrative Agent of a certificate signed
by the Chairman, the President, any Vice President, the Treasurer (or
such Treasurer's designee) or any Assistant Treasurer of the Borrower in
a form reasonably satisfactory to the Administrative
<PAGE>
<PAGE> 43

Agent (together with documentation supporting such certificate to the
extent reasonably requested by the Agents and the Co-Syndication Agents
a reasonable time prior to the final expiration of the Offer) that the
aggregate amount of the Commitments will be sufficient to

(i) permit consummation of the Offer and the Second Step
Transaction on the terms set forth in the Offer Documents;

(ii) permit the refinancing of any Excluded CBI Debt; and

(iii) provide adequate liquidity to the Borrower and its
Subsidiaries, after giving effect to the consummation of the Offer and
the Second Step Transaction;

(h) receipt by the Administrative Agent of a copy of the
Borrower's certificate of incorporation, certified by the Secretary of
State of Delaware;

(i) receipt by the Administrative Agent of a certificate on
behalf of the Borrower signed by the Secretary or an Assistant Secretary
of the Borrower or such other authorized officer of the Borrower
satisfactory to the Administrative Agent certifying

(i) that the Borrower's certificate of incorporation has
not been amended since the date of the certificate referred to in
clause (h) above,

(ii) that no proceeding for the dissolution or liquidation
of the Borrower exists,

(iii) that the copy of the By-laws of the Borrower attached
to the certificate is true, correct and complete,

(iv) that the copies of the resolutions of the Borrower's
Board of Directors attached to the certificate are true and
correct and in full force and effect and

(v) as to the incumbency of each officer of the Borrower
who signed this Agreement and the Notes on behalf of the Borrower;
<PAGE>
<PAGE> 44

(j) receipt by the Administrative Agent of evidence satisfactory
to it of

(i) the termination, effective on or before the Effective
Date, of the commitments under the Existing Credit Agreement,

(ii) the repayment in full, not later than the Effective
Date, of all loans (if any) thereunder, together with interest
accrued thereon to the Effective Date, and

(iii) the receipt by Chemical Bank, as Administrative Agent
under the Existing Credit Agreement, of all accrued and unpaid
fees and all other amounts then due and payable by the Borrower
under the Existing Credit Agreement;

(k) receipt by the Administrative Agent of each opinion or
certificate (if any) required to be delivered by a party thereto
pursuant to the Offer Documents (or any merger agreement between Praxair
or any of its Subsidiaries and CBI) with a letter from each Person
delivering such opinion or certificate authorizing reliance thereon by
the Agents and the Banks, such reliance letter to be in form and
substance reasonably satisfactory to the Agents and the Co-Syndication
Agents;

(l) the Required Banks shall not have reasonably determined in
good faith that, as of a date no later than two Business Days prior to
the final expiration date of the Offer, there is an action, suit or
proceeding pending or threatened against the Borrower or any of its
Subsidiaries or CBI or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there
is a reasonable possibility of an adverse decision which could
materially and adversely affect the ability of the Borrower to perform
its obligations under this Agreement or any Note;

(m) the Required Banks shall not have reasonably determined in
good faith, as of a date no later than two Business Days prior to the
final expiration date of the Offer, that since September 30, 1995 there
has been a change in the consolidated business, financial position or
results of operations of the Borrower and its Subsidiaries on a pro
forma basis after giving effect to the acquisition of CBI and its
Subsidiaries, which could materially and adversely affect the ability
<PAGE>
<PAGE> 45

of the Borrower to perform its obligations under this Agreement or any
Note;

(n) the fact that all fees payable on or before the Effective
Date by the Borrower for the account of the Banks and their affiliates
in connection with this Agreement have been paid in full on or before
such date in the amounts previously agreed upon in writing; and

(o) receipt by the Administrative Agent of all other documents
that the Agents and the Co-Syndication Agents may reasonably request
relating to the existence of the Borrower, the corporate authority for
and the validity of this Agreement, the Notes and the Offer Documents
and, if requested a reasonable time, and in no event later than two
Business Days, prior to the final expiration date of the Offer, any
other matters relevant hereto, all in form and substance reasonably
satisfactory to the Agents;

provided that (i) the obligations of the Borrower set forth in Section 2.08
and clauses (a), (b) and (l) of Section 5.01, and the obligations of the
Bank Parties set forth in Section 9.09, shall become effective on the date
on which the condition referred to in Section 3.01(a) has been satisfied,
and (ii) the other provisions of this Agreement shall not become effective
or be binding on any party hereto unless all of the foregoing conditions
are satisfied not later than April 1, 1996. The Administrative Agent shall
promptly notify the Borrower and the Banks of the Effective Date, and such
notice shall be conclusive and binding on all parties hereto.

SECTION 3.02. Borrowings. The obligation of any Bank to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

(a) receipt by the Administrative Agent of a Notice of Borrowing
as required by Section 2.02 or 2.03, as the case may be;

(b) immediately after such Borrowing, the sum of (i) the aggregate
outstanding principal amount of the Loans plus (ii) the Applicable
Alternative Currency Outstandings will not exceed the aggregate amount
of the Commitments;

(d) if such Borrowing is not a Refunding Borrowing, the fact that
the representations and warranties of the Borrower contained in this
Agreement shall be true on and as of the date of such Borrowing; and

(e) if such Borrowing is a Refunding Borrowing, the fact that the
representations and warranties of the Borrower contained in this
Agreement (except the representations and warranties set forth in
Sections 4.04(c) and 4.07 as to any material adverse change which has
theretofore been disclosed in writing by the Borrower to the Banks and
in Section 4.05) shall be true on and as of the date of such Borrowing.

Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to the facts
specified in clauses (b) and (c) and either clause (d) or (e), as the case
may be, of this Section, and each Notice of Borrowing shall be deemed to be
a confirmation by the Borrower to such effect.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

SECTION 4.01. Corporate Existence and Power. The Borrower is a
corporation duly incorporated, validly existing and in good standing under
the laws of Delaware, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to
carry on its business as now conducted.

SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. (a) The execution, delivery and performance by the Borrower
of this Agreement and the Notes are within the Borrower's corporate powers,
have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency
or official (other than the filing of the Offer Documents with the SEC and
other routine informational filings) and do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of the Borrower or of any
agreement, judgment, injunction, order, decree or other instrument binding
upon the Borrower or any of its Subsidiaries or result in or permit the
<PAGE>
<PAGE> 47

termination or modification of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or any of its
Subsidiaries or result in the creation or imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries.

(b) As of the Effective Date and the date on which the Borrower
purchases shares pursuant to the Offer, the purchase of shares by the
Borrower pursuant to the Offer will be within the Borrower's corporate
powers, will have been duly authorized by all necessary corporate action
and will not (i) contravene, or constitute a default under, any provision
of applicable law or regulation or of the certificate of incorporation or
by-laws of the Borrower, (ii) contravene or constitute a default under any
provision of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or any of its Subsidiaries, (iii)
result in or permit the termination or modification of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower or any of its Subsidiaries (other than any instrument evidencing
the Excluded CBI Debt) or (iv) result in the creation or imposition of any
Lien on any asset of the Borrower or any of its Subsidiaries, in the case
of clauses (ii), (iii) and (iv) the consequences of which contravention,
default, termination, modification, creation or imposition could reasonably
be expected, individually or in the aggregate, to materially and adversely
affect the ability of the Borrower to perform its obligations under this
Agreement or any Note.

(c) Once the Borrower has purchased shares of common stock of
CBI pursuant to the Offer, the Second Step Transaction, when consummated,
will be within the Borrower's and CBI's corporate powers, will have been
duly authorized by all necessary corporate action and will not (i)
contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation or by-laws of the
Borrower or CBI, (ii) contravene, or constitute a default under, any
provision of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or CBI or any of their Subsidiaries,
(iii) result in or permit the termination or modification of any agreement,
judgment, injunction, offer, decree or other instrument binding upon the
Borrower or CBI or any of their Subsidiaries (other than any instrument
evidencing the Excluded CBI Debt) or (iv) result in the creation or
imposition of any Lien on any asset of the Borrower or CBI or any of their
Subsidiaries, in the case of clauses (ii), (iii) and (iv) the consequences
of which contravention, default, termination, modification, creation or
imposition could reasonably be expected, individually or
<PAGE>
<PAGE> 48

in the aggregate, to materially and adversely affect the ability of the
Borrower to perform its obligations under this Agreement or any Note.

(d) Other than those approvals of, or filings with, any
governmental body, agency or official that will have been made and be in
full force and effect as of the Effective Date and the date of consummation
of the Second Step Transaction, no approvals or filings will be necessary
to consummate the Offer and the Second Step Transaction, respectively.

SECTION 4.03. Binding Effect. This Agreement constitutes a valid
and binding agreement of the Borrower and the Notes, when executed and
delivered in accordance with this Agreement, will constitute valid and
binding obligations of the Borrower.

SECTION 4.04. Financial Information.

(a) The consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of December 31, 1994 and the related
statements of income and cash flows for the fiscal year then ended,
reported on by Price Waterhouse LLP, copies of which have been delivered to
each of the Banks, fairly present, in conformity with generally accepted
accounting principles, the consolidated financial position of the Borrower
and its Consolidated Subsidiaries as of such date and their consolidated
results of operations and cash flows for such fiscal year.

(b) The unaudited consolidated balance sheet of the Borrower and
its Consolidated Subsidiaries as of September 30, 1995 and the related
unaudited consolidated statements of income and cash flows for the nine
months then ended, copies of which have been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles applied on a basis consistent with the consolidated financial
statements referred to in subsection (a) of this Section, the consolidated
financial position of the Borrower and its Consolidated Subsidiaries as of
such date and their consolidated results of operations and cash flows for
such nine month period (subject to normal year-end adjustments).

(c) Since September 30, 1995 there has been no change in the
business, financial position or results of operations of the Borrower and
its Consolidated Subsidiaries, which could materially and adversely affect
the ability of the Borrower to perform its obligations under this Agreement
or any Note or which in any manner draws into
<PAGE>
<PAGE> 49

question the validity or enforceability of this Agreement or any Note (it
being understood that neither the consummation nor the financing of the
Offer and the Second Step Transaction shall constitute such a change).

SECTION 4.05. Litigation. There is no action, suit or proceeding
pending against, or to the knowledge of the Borrower threatened against or
affecting, the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could materially and
adversely affect the ability of the Borrower to perform its obligations
under this Agreement or any Note or which in any manner draws into question
the validity of this Agreement or the Notes or which, if adversely
determined, would prevent consummation of the Offer or the Second Step
Transaction.

SECTION 4.06. Compliance with ERISA. After it has become a
member of the ERISA Group, each member of the ERISA Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Internal
Revenue Code with respect to each Plan and is in compliance in all material
respects with the currently applicable provisions of ERISA and the Internal
Revenue Code with respect to each Plan. After it has become a member of
the ERISA Group, no member of the ERISA Group has:

(i) sought a waiver of the minimum funding standard under Section
412 of the Internal Revenue Code in respect of any Plan,

(ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement, or made any
amendment to any Plan or Benefit Arrangement, which has resulted or
could result in the imposition of a Lien or the posting of a bond or
other security under ERISA or the Internal Revenue Code, or

(iii) incurred any liability under Title IV of ERISA other than a
liability to the PBGC for premiums under Section 4007 of ERISA and
aggregate withdrawal liabilities not in excess of $5,000,000 at any one
time outstanding.

To the best of the Borrower's knowledge, based on a review of
publicly available information, as of the Effective Date no Lien has been
filed with respect to CBI under ERISA or the Internal Revenue Code as a
result of the occurrence of an event of the kind referred to in clause
<PAGE>
<PAGE> 50

(ii) above and no employee pension benefit plan maintained or contributed
to by CBI and its Subsidiaries has been terminated by the PBGC.

SECTION 4.07. Environmental Matters. In the ordinary course of
its business, the Borrower conducts reviews of the effect of Environmental
Laws on the business, operations and properties of the Borrower and its
Subsidiaries, in the course of which it identifies and evaluates associated
liabilities and costs. On the basis of this review, the Borrower has
reasonably concluded that Environmental Laws are unlikely to have an effect
on the business, financial condition or results of operations of the
Borrower and its Consolidated Subsidiaries during the term of the
Agreement, which could materially and adversely affect the ability of the
Borrower to perform its obligations under this Agreement or any Note.

SECTION 4.08. Subsidiaries. Each corporate Restricted Subsidiary
of the Borrower is a corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and has
all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as
now conducted.

SECTION 4.09. Not an Investment Company. The Borrower is not an
"investment company" within the meaning of the Investment Company Act of
1940, as amended.

SECTION 4.10. Disclosure. None of the material furnished to the
Agents and the Banks by or on behalf of the Borrower in connection herewith
contains, or contained at the time so furnished, any untrue statement of a
material fact or omits, or omitted at the time so furnished, to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided that it is understood that information provided with respect to
CBI and its Subsidiaries prior to the time the Borrower has acquired
control of CBI is based solely on publicly available information filed by
CBI with the SEC.
<PAGE>
<PAGE> 51

ARTICLE V

COVENANTS

The Borrower agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under any Note remains unpaid:

SECTION 5.01. Information. The Borrower will deliver to the
Administrative Agent (and, in the case of a certificate delivered pursuant
to clause (e) below, to each Bank):

(a) as promptly as practicable and in any event within 113 days
after the end of each fiscal year of the Borrower, a consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of
the end of such fiscal year and the related consolidated statements of
income and cash flows for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all
reported on in accordance with generally accepted accounting principles
by Price Waterhouse LLP or other independent public accountants of
nationally recognized standing;

(b) as promptly as practicable and in any event within 53 days
after the end of each of the first three quarters of each fiscal year of
the Borrower, a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such quarter and comparative
financial information as of the end of the previous fiscal year, the
related consolidated statement of income for such quarter and the
related consolidated statements of income and cash flows for the portion
of the Borrower's fiscal year ended at the end of such quarter, setting
forth in each case in comparative form the figures for the corresponding
quarter and the corresponding portion of the Borrower's previous fiscal
year, all certified (subject to normal year-end adjustments) as to
fairness of presentation, generally accepted accounting principles and
consistency by the principal financial officer or the principal
accounting officer of the Borrower or a person designated in writing by
either of the foregoing persons. If such financial statements are filed
with the SEC, then they shall be reported on in conformity with the
financial reporting requirements of the SEC;

(b) above, a certificate of the principal financial officer, principal
accounting officer, treasurer or comptroller of the Borrower, or a
person designated in writing by either of the foregoing persons

(i) setting forth in reasonable detail the calculations required
to establish whether the Borrower was in compliance with any
applicable requirements of Sections 5.04(iv), 5.04(v), 5.06, 5.07
and 5.08;

(ii) stating whether the Borrower was in compliance with the
requirements of Sections 5.02 and 5.03 and Sections 5.04(i), (ii)
and (iii); and

(iii) stating whether any Default exists on the date of such
certificate and, if any Default then exists, setting forth the
details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

(d) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements whether
anything has come to their attention to cause them to believe that the
Borrower was not in compliance with Sections 5.04, 5.06, 5.07 and 5.08,
insofar as they relate to accounting matters, on the date of such
statements;

(e) within five days after any officer of the Borrower obtains
knowledge of any Default, if such Default is then continuing, a
certificate of the principal financial officer or the principal
accounting officer of the Borrower setting forth the details thereof and
the action which the Borrower is taking or proposes to take with respect
thereto;

(f) promptly upon the mailing thereof to the public shareholders
of the Borrower generally, copies of all financial statements, reports
and proxy statements so mailed;

(g) promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and reports on Forms 10-K,
10-Q and 8-K (or their equivalents) which the Borrower shall have filed
with the SEC;
<PAGE>
<PAGE> 53

(h) if and when any member of the ERISA Group (after it has become
a member of the ERISA Group):

(i) gives or is required to give notice to the PBGC of any
"reportable event" (as defined in Section 4043 of ERISA) with
respect to any Plan which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that
the plan administrator of any Plan has given or is required to
give notice of any such reportable event, a copy of the notice of
such reportable event given or required to be given to the PBGC;

(ii) receives notice of complete or partial withdrawal liability
in excess of $5,000,000, under Title IV of ERISA or notice that
any Multiemployer Plan is in reorganization, is insolvent or has
been terminated, a copy of such notice;

(iii) receives notice from the PBGC under Title IV of ERISA
of an intent to terminate, impose liability (other than for
premiums under Section 4007 of ERISA) in respect of, or appoint a
trustee to administer, any Plan, a copy of such notice;

(iv) applies for a waiver of the minimum funding standard
under Section 412 of the Internal Revenue Code, a copy of such
application;

(v) gives notice of intent to terminate any Plan under
Section 4041(c) of ERISA, a copy of such notice and other
information filed with the PBGC;

(vi) gives notice of withdrawal from any Plan pursuant to
Section 4063 of ERISA, a copy of such notice; or

(vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or
makes any amendment to any Plan or Benefit Arrangement which has
resulted or could result in the imposition of a Lien or the
posting of a bond or other security,

a certificate of the principal financial officer, principal accounting
officer, treasurer or comptroller of the Borrower setting forth
details as to such
<PAGE>
<PAGE> 54

occurrence and action, if any, which the Borrower or applicable member
of the ERISA Group is required or proposes to take;

(i) promptly after the Borrower is notified by any rating agency
referred to in the Pricing Schedule of any actual change in any rating
referred to in the Pricing Schedule, written notice of such change;

(j) prompt notice of each Reduction Event;

(k) from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as
the Documentation Agent or the Administrative Agent, at the request of
any Bank, may reasonably request; and

(l) prompt written notice of any amendment or supplement to the
Offer Documents (together with such number of copies thereof as the
Administrative Agent may reasonably request) or any waiver of any term
or condition to the acceptance of shares of common stock of CBI for
payment in the Offer.

The Administrative Agent will deliver a copy of each document it receives
pursuant to this Section 5.01 to each Bank within four Domestic Business
Days after receipt thereof.

SECTION 5.02. Maintenance of Property; Insurance. (a) The
Borrower will keep, and will cause each of its Subsidiaries to keep, all
property useful and necessary in its respective business in good working
order and condition, ordinary wear and tear excepted.

(b) The Borrower will maintain, and will cause each of its
Subsidiaries to maintain, insurance policies on its assets at coverage
levels that are at least as high as the coverage levels that are usually
insured against in the same general area by companies of established repute
engaged in the same or a similar business as the Borrower or such
Subsidiary, as the case may be; and, upon request of the Administrative
Agent, will promptly furnish to the Administrative Agent for distribution
to the Banks information presented in reasonable detail as to the insurance
so carried.

SECTION 5.03. Negative Pledge. The Borrower will not, and will
not permit any of its Restricted Subsidiaries to, create, assume or suffer
to exist any Lien securing Debt on any asset now owned or hereafter
acquired by it, except:
<PAGE>
<PAGE> 55

(a) Liens existing on the date of this Agreement securing Debt
(other than Debt of CBI or any of its Subsidiaries) outstanding on the
date of this Agreement in an aggregate principal amount not exceeding
$75,000,000;

(b) Liens existing on the Effective Date securing Debt of CBI or
any of its Subsidiaries outstanding on the Effective Date in an
aggregate principal amount not exceeding $600,000,000;

(c) any Lien existing on any asset of any corporation (other than
Liens referred to in clause (b) above) at the time such corporation
becomes a Restricted Subsidiary and not created in contemplation of such
event;

(d) any Lien on any asset securing Debt incurred or assumed for
the purpose of financing all or any part of the cost of acquiring such
asset, provided that such Lien attaches to such asset concurrently with
or within 90 days after the acquisition thereof;

(e) any Lien on any improvements constructed on any property of
the Borrower or any such Restricted Subsidiary and any theretofore
unimproved real property on which such improvements are located securing
Debt incurred for the purpose of financing all or any part of the cost
of constructing such improvements, provided that such Lien attaches to
such improvements within 90 days after the later of (1) completion of
construction of such improvements and (2) commencement of full operation
of such improvements;

(f) any Lien existing on any asset prior to the acquisition
thereof by the Borrower or a Restricted Subsidiary and not created in
contemplation of such acquisition;

(g) Liens on property of the Borrower or a Restricted Subsidiary
in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision of the
United States of America or any State thereof, or any other government
or department, agency, instrumentality or political subdivision thereof,
to secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any Debt incurred for the purpose of
financing all or any part of the purchase price or the cost of
construction of the property subject to such Liens;
<PAGE>
<PAGE> 56

(h) any Lien arising out of the refinancing, extension, renewal
or refunding of any Debt secured by any Lien permitted by any of the
foregoing clauses of this Section, provided that such Debt is not
increased and is not secured by any additional assets;

(i) Liens securing Debt permitted to be secured under Section
5.04(i);

(j) Liens not otherwise permitted by the foregoing clauses of
this Section securing Debt in an aggregate principal amount at any time
outstanding not to exceed $300,000,000; and

(k) any Lien on Margin Stock, if and to the extent the value of
all Margin Stock of the Borrower and its Restricted Subsidiaries exceeds
25% of the value of the total assets subject to this Section.

SECTION 5.04. Limitation on Debt of Subsidiaries. The Borrower
shall not permit any of its Restricted Subsidiaries to create, incur,
assume or suffer to exist any Debt, except:

(i) any Debt owing to the Borrower or another Subsidiary,
provided that any such Debt owing to the Borrower is made or issued
solely on a senior basis, and provided further that any such Debt owing
to a Subsidiary that is not the Borrower is made or issued solely on a
senior, unsecured basis;

(ii) Debt of a Restricted Subsidiary at the time such Subsidiary
becomes a Restricted Subsidiary, and any refinancing, extension, renewal
or refunding thereof, but only to the extent the outstanding amount of
such Debt is not thereby increased;

(iii) Debt of Praxair Canada Inc., solely to the extent the
proceeds of any such Debt are used by Praxair Canada Inc. to make
capital contributions to Kelvin Finance Company (so long as Kelvin
Finance Company is a Subsidiary);

(iv) Canadian Acquisition Debt in an aggregate principal amount
not to exceed $100,000,000; and

(v) unsecured Debt not otherwise permitted by the foregoing
clauses (i), (ii), (iii) and (iv) of this Section, in an aggregate
principal amount at any time outstanding not to exceed $300,000,000.
<PAGE>
<PAGE> 57

SECTION 5.05. Consolidations, Mergers and Sales of Assets. The
Borrower will not merge or consolidate with or into any other Person or
sell, lease, transfer or otherwise dispose of all or substantially all of
its assets, property or business in any single transaction or series of
related transactions, unless

(i) in the case of any such merger or consolidation, the Borrower
shall be the continuing corporation, or, in the case of any such sale,
lease, transfer or other disposition, the transferee or transferees
shall be one or more Wholly-Owned Consolidated Subsidiaries of the
Borrower organized and existing under the laws of the United States of
America or any State thereof which shall expressly assume, in the case
of any such Wholly-Owned Consolidated Subsidiary, the due and punctual
performance and observance of all of the covenants and agreements of the
Borrower contained in this Agreement and the Notes, and

(ii) immediately after giving effect to such merger or
consolidation, or such sale, lease, transfer or other disposition, no
Default shall have occurred and be continuing.

Nothing in this Section 5.05 shall be construed to restrict any sales of
Margin Stock for fair value as determined in good faith by the board of
directors of the Borrower.

SECTION 5.06. Minimum Consolidated Book Net Worth. Consolidated
Book Net Worth will not at any time be less than the sum of

(a) $830,000,000,

(b) 50% of Consolidated Net Income (calculated before giving
effect to any charges referred to in the definition of Consolidated Book
Net Worth) for each fiscal quarter beginning after September 30, 1995
for which such Consolidated Net Income (as so calculated) is positive,

(c) 100% of the book value of the capital stock of the Borrower
or any of its Subsidiaries used as consideration for the acquisition of
CBI pursuant to the Offer and the Second Step Transaction, and

(d) 50% of the proceeds from the sale on or subsequent to
September 30, 1995 of capital stock of
<PAGE>
<PAGE> 58

the Borrower or any of its Subsidiaries (but excluding in any event any
stock described in clause (c));

provided that the proceeds from capital stock issued pursuant to any
employee benefit plan, stock option plan or dividend reinvestment plan
shall not be included in any determination under this Section 5.06.

SECTION 5.07. Leverage Ratio. The Leverage Ratio will not exceed
at any time during any period set forth below the ratio set forth below
opposite such period:

Period Ratio

Effective Date through
December 30, 1996 3.6:1
December 31, 1996 through
December 30, 1997 3.2:1
Thereafter 2.8:1

SECTION 5.08. Interest Coverage Ratio. The Interest Coverage
Ratio as of the end of any fiscal quarter ended during any period set forth
below, computed for the twelve months then ended, will not be less than the
ratio set forth below opposite such period:

Period Ratio

Effective Date through
December 30, 1997 1.7:1
Thereafter 2.0:1

SECTION 5.09. Use of Proceeds. The proceeds of the Loans made
under this Agreement will be used by the Borrower for purposes of financing
the Offer and consummating the transactions contemplated thereby (including
without limitation financing the Second Step Transaction and repaying or
refinancing Debt of CBI and its Subsidiaries), and for working capital and
general corporate purposes of the Borrower and its Subsidiaries. None of
such proceeds will be used, directly or indirectly, in violation of any
applicable law or regulation, and no use of such proceeds for general
corporate purposes will include any use thereof, whether immediate,
incidental or ultimate, of buying or carrying any Margin Stock.
<PAGE>
<PAGE> 59

SECTION 5.10. Refinancing of Excluded CBI Debt; Second Step
Transaction. Once PX Acquisition has purchased shares of common stock of
CBI pursuant to the Offer, the Borrower will use all reasonable efforts to
(i) cure any defaults under or cause the refinancing, renewal or refunding
of all outstanding Excluded CBI Debt and (ii) consummate the Second Step
Transaction, in each case as promptly as reasonably practicable.

ARTICLE VI

DEFAULTS

SECTION 6.01. Events of Default. If one or more of the following
events (each, an "Event of Default") shall have occurred and be continuing:

(a) the Borrower shall fail to pay within 2 days of the due date
thereof any principal of any Loan;

(b) the Borrower shall fail to pay within 5 days of the due date
thereof any interest on any Loan, any fees or any other amount payable
hereunder;

(d) the Borrower shall fail to observe or perform any covenant
or agreement contained in this Agreement (other than those covered by
clause (a), (b) or (c) above) for 20 days after written notice thereof has
been given to the Borrower;

(e) any representation, warranty, certification or statement
made (or deemed made) by the Borrower in this Agreement or in any
certificate, financial statement or other document delivered pursuant to
this Agreement shall prove to have been incorrect in any materially adverse
respect when made (or deemed made);

(f) the Borrower or any Subsidiary of the Borrower shall fail to
make any payment in respect of any Debt (other than Excluded CBI Debt)
having an aggregate principal amount outstanding at such time equal to or
exceeding $50,000,000 (other than the Notes) when due or within any
applicable grace period;
<PAGE>
<PAGE> 60

(g) any event or condition shall occur which results in the
acceleration of the maturity of any Debt (other than Excluded CBI Debt)
having an aggregate principal amount outstanding at such time equal to or
exceeding $50,000,000 of the Borrower or any Subsidiary of the Borrower or
enables (or, with the giving of notice or lapse of time or both, would
enable) the holder of such Debt or any Person acting on such holder's
behalf to accelerate the maturity thereof or terminate its commitment in
respect thereof;

(h) the Borrower or any Subsidiary of the Borrower shall:

(i) commence a voluntary case or other proceeding seeking (1)
liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or (2) the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial
part of its property;

(ii) consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it;

(iii) make a general assignment for the benefit of creditors;

(iv) except for trade payables, fail generally to pay its debts
as they become due; or

(v) take any corporate action to authorize any of the foregoing;

provided that no event otherwise constituting an Event of Default under
this clause (h) shall be an Event of Default if the total assets of all
entities with respect to which events have occurred and are continuing
(calculated in each case at the time such event occurred) which would
otherwise have constituted Events of Default under this clause (h) or
clause (i) below do not exceed $150,000,000 on a cumulative basis;

(i) (i) an involuntary case or other proceeding shall be
commenced against the Borrower or any Subsidiary of the Borrower seeking
(1) liquidation, reorganization or other relief with respect to it or
its debts under any bankruptcy, insolvency or other
<PAGE>
<PAGE> 61

similar law now or hereafter in effect or (2) the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it
or any substantial part of its property, and such involuntary case or
other proceeding shall remain undismissed and unstayed for a period of
60 days; or

(ii) an order for relief shall be entered against the
Borrower or any Subsidiary of the Borrower under the federal bankruptcy
laws as now or hereafter in effect;

provided that no event otherwise constituting an Event of Default under
this clause (i) shall be an Event of Default if the total assets of all
entities with respect to which events have occurred and are continuing
(calculated in each case at the time such event occurred) which would
otherwise have constituted Events of Default under this clause (i) or
clause (h) above do not exceed $150,000,000 on a cumulative basis;

(j) (i) any member of the ERISA Group shall fail to pay when due
an amount or amounts aggregating in excess of $10,000,000 which it shall
have become liable to pay under Title IV of ERISA;

(ii) notice of intent to terminate a Material Plan shall be
filed under Title IV of ERISA by any member of the ERISA Group,
any plan administrator or any combination of the foregoing;

(iii) the PBGC shall institute proceedings under Title IV of
ERISA to terminate, to impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or to cause a trustee
to be appointed to administer, any Material Plan;

(iv) a condition shall exist by reason of which the PBGC
would be entitled to obtain a decree adjudicating that any
Material Plan must be terminated; or

(v) there shall occur a complete or partial withdrawal
from, or a default, within the meaning of Section 4219(c)(5) of
ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a
current payment obligation in excess of $10,000,000;
<PAGE>
<PAGE> 62

(k) a judgment or order for the payment of money in excess of
$30,000,000 shall be rendered against the Borrower or any Subsidiary and
shall remain unsatisfied for a period of ten consecutive days during which
ten-day period execution shall not be effectively stayed;

(l) any person or group of persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of 1934, as amended) shall
have acquired beneficial ownership (within the meaning of Rule 13d-3
promulgated by the SEC under said Act) of 30% or more of the outstanding
shares of common stock of the Borrower; or Continuing Directors shall cease
to constitute a majority of the board of directors of the Borrower; or

(m) the Second Step Transaction shall not have occurred within
270 days following the initial purchase by PX Acquisition of shares of
common stock of CBI pursuant to the Offer;

then, and in every such event, the Administrative Agent shall:

(i) if requested by Banks having more than 50% in aggregate
amount of the Commitments, by notice to the Borrower, terminate the
Commitments and they shall thereupon terminate, and

(ii) if requested by Banks holding Notes evidencing more than 50%
in aggregate principal amount of the Loans, by notice to the Borrower,
declare the Notes (together with accrued interest thereon) to be, and
the Notes (together with accrued interest thereon) shall thereupon
become, immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the
Borrower;

provided that in the case of any of the Events of Default specified in
clause (h) or (i) above with respect to the Borrower, without any notice to
the Borrower or any other act by the Administrative Agent or the Banks, the
Commitments shall thereupon automatically terminate and the Notes (together
with accrued interest thereon) shall automatically become immediately due
and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

SECTION 6.02. Notice of Default. The Administrative Agent shall
give notice under Section 6.01(d)
<PAGE>
<PAGE> 63

promptly upon being requested to do so by any Bank and shall thereupon
notify all the Banks thereof.

ARTICLE VII

AGENTS AND ARRANGERS

SECTION 7.01. Appointment and Authorization. Each Bank
irrevocably appoints and authorizes each Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement and the
Notes as are delegated to such Agent by the terms hereof or thereof,
together with all such powers as are reasonably incidental thereto.

SECTION 7.02. Agents and Affiliates. Morgan Guaranty Trust
Company of New York and Chemical Bank shall each have the same rights and
powers under this Agreement as any other Bank and may exercise or refrain
from exercising the same as though it were not an Agent, and Morgan
Guaranty Trust Company of New York and Chemical Bank and their affiliates
may accept deposits from, lend money to, and generally engage in any kind
of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not an Agent hereunder.

SECTION 7.03. Action by Agents. The obligations of each Agent
hereunder are only those expressly set forth herein. Without limiting the
generality of the foregoing, no Agent shall be required to take any action
with respect to any Default, except as expressly provided in Article VI.

SECTION 7.04. Consultation with Experts. Any Agent may consult
with legal counsel (who may be counsel for the Borrower), independent
public accountants and other experts selected by it and shall not be liable
for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

SECTION 7.05. Liability of Agents. Neither any Agent nor any of
its directors, officers, agents, or employees shall be liable for any
action taken or not taken by it in connection herewith (i) with the consent
or at the request of the Required Banks or (ii) in the absence of its own
gross negligence or willful misconduct. Neither any Agent nor any of its
directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into or verify (i) any statement, warranty
or representation made in connection with this
<PAGE>
<PAGE> 64

Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower; (iii) the satisfaction
of any condition specified in Article III, except in the case of the
Administrative Agent receipt of items required to be delivered to it; or
(iv) the validity, effectiveness or genuineness of this Agreement, the
Notes or any other instrument or writing furnished in connection herewith.
An Agent shall not incur any liability by acting in reliance upon any
notice, consent, certificate, statement, or other writing (which may be a
bank wire, telex or similar writing) believed by it to be genuine or to be
signed by the proper party or parties. The Co-Arrangers and the Co-
Syndication Agents have no responsibilities, and shall have no liability,
under this Agreement or the Notes in their capacities as Co-Arrangers and
Co-Syndication Agents.

SECTION 7.06. Indemnification. Each Bank shall, ratably in
accordance with its Commitment, indemnify each Agent (to the extent not
reimbursed by the Borrower) against any cost, expense (including counsel
fees and disbursements), claim, demand, action, loss or liability (except
such as result from such Agent's gross negligence or willful misconduct)
that such Agent may suffer or incur in connection with this Agreement or
any action taken or omitted by such Agent hereunder.

SECTION 7.07. Credit Decision. Each Bank acknowledges that it
has, independently and without reliance upon the Arranger, any Co-Arranger,
any Co-Syndication Agent, any Agent or any other Bank, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the
Arranger, any Co-Arranger, any Co-Syndication Agent, any Agent or any other
Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in
taking or not taking any action under this Agreement.

SECTION 7.08. Successor Agents. (a) Any Agent may resign at any
time by giving 30 days' prior written notice thereof to the Banks and the
Borrower. Upon any such resignation, the Required Banks shall have the
right to appoint a successor to such Agent which shall be a Bank. If no
successor Agent shall have been so appointed by the Required Banks, and
shall have accepted such appointment, within 30 days after the retiring
Agent gives notice of resignation, then the retiring Agent may, on behalf
of the Banks, appoint a successor Agent, which shall be a Bank.
<PAGE>
<PAGE> 65

Upon the acceptance of its appointment as an Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become vested
with all the rights and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After
any retiring Agent's resignation hereunder as an Agent, the provisions of
this Article shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was an Agent.

(b) If at any time any Agent shall have assigned its rights and
obligations in respect of all of its Commitment hereunder, such Agent shall
resign as an Agent in accordance with the procedures set forth in
subsection (a) of this Section 7.08.

ARTICLE VIII

CHANGE IN CIRCUMSTANCES

SECTION 8.01. Basis for Determining Interest Rate Inadequate or
Unfair. If on or prior to the first day of any Interest Period for any
Fixed Rate Borrowing (other than Money Market Absolute Rate Borrowings):

(a) the Reference Banks notify (stating the reason therefor) the
Administrative Agent that deposits in Dollars (in the applicable
amounts) are not being offered to the Reference Banks in the relevant
market for such Interest Period, or

(b) in the case of a Committed Borrowing, Banks having 50% or
more of the aggregate amount of the Commitments notify (stating the
reason therefor) the Administrative Agent that the Adjusted CD Rate or
the London Interbank Offered Rate, as the case may be, as determined by
the Administrative Agent will not adequately and fairly reflect the cost
to such Banks of funding their CD Loans or Euro-Dollar Loans, as the
case may be, for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the
Borrower and the Banks, whereupon until the Administrative Agent notifies
the Borrower that the circumstances giving rise to such suspension no
longer exist, the obligations of the Banks to make CD Loans or Euro-Dollar
Loans, as the case may be, shall be suspended. Unless the Borrower
notifies the Administrative Agent at least two Domestic Business Days
before the date of any
<PAGE>
<PAGE> 66

Fixed Rate Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as
a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money
Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such
Borrowing shall bear interest for each day from and including the first day
to but excluding the last day of the Interest Period applicable thereto at
the Reference Rate for such day.

SECTION 8.02. Illegality. (a) If, after the date of this
Agreement, the adoption of, or any change in, any applicable law, rule or
regulation, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any
Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central
bank or comparable agency shall make it unlawful or impossible for any Bank
(or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans and such Bank shall promptly so notify the Administrative
Agent, the Administrative Agent shall forthwith give notice thereof to the
other Banks and the Borrower, whereupon until such Bank notifies the
Borrower and the Administrative Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make
Euro-Dollar Loans shall be suspended.

(b) Before giving any such notice to the Administrative Agent
pursuant to this Section, such Bank shall designate a different Euro-Dollar
Lending Office if such designation will avoid the need for giving such
notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such Bank may not lawfully continue to
maintain and fund any of its outstanding Euro-Dollar Loans to maturity and
shall so specify in such notice, the Borrower shall immediately prepay in
full the then outstanding principal amount of each such Euro-Dollar Loan,
together with accrued interest thereon. Concurrently with prepaying each
such Euro-Dollar Loan, the Borrower shall borrow a Base Rate Loan in an
equal principal amount from such Bank (on which interest and principal
shall be payable contemporaneously with the related Euro-Dollar Loans of
the other Banks), and such Bank shall make such a Base Rate Loan.

SECTION 8.03. Increased Cost and Reduced Return. (a) If, after
(x) the date hereof, in the case of any Committed Loan or any obligation to
make Committed Loans or
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<PAGE> 67

(y) the date of the related Money Market Quote, in the case of any Money
Market Loan, the adoption of, or any change in, any applicable law, rule or
regulation, or any change in the interpretation or administration thereof
by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any
Bank (or its Applicable Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central
bank or comparable agency:

(i) shall subject any Bank (or its Applicable Lending Office) to
any tax, duty or other charge with respect to its Fixed Rate Loans, its
Note to the extent evidencing Fixed Rate Loans or its obligation to make
Fixed Rate Loans, or shall change the basis of taxation of payments to
any Bank (or its Applicable Lending Office) of the principal of or
interest on its Fixed Rate Loans or any other amounts due under this
Agreement in respect of its Fixed Rate Loans or its obligation to make
Fixed Rate Loans (except for changes in the rate of tax on the overall
net income of such Bank or its Applicable Lending Office imposed by the
jurisdiction in which such Bank's principal executive office or
Applicable Lending Office is located); or

(ii) shall impose, modify or deem applicable any reserve, special
deposit or similar requirement (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve
System, but excluding with respect to any CD Loan any such requirement
included in an applicable Domestic Reserve Percentage) against assets
of, deposits with or for the account of, or credit extended by, any Bank
(or its Applicable Lending Office) or shall impose on any Bank (or its
Applicable Lending Office) or on the United States market for
certificates of deposit or the London interbank market any other
condition affecting its Fixed Rate Loans, its Note to the extent
evidencing Fixed Rate Loans or its obligation to make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank
(or its Applicable Lending Office) of making or maintaining any Fixed Rate
Loan, or to reduce the amount of any sum received or receivable by such
Bank (or its Applicable Lending Office) under this Agreement or under its
Note with respect thereto, by an amount deemed by such Bank to be material,
then, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or
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<PAGE> 68

amounts as will compensate such Bank for such increased cost or reduction.

(b) If any Bank shall notify (stating the reason therefor) the
Borrower that, after the date hereof, the adoption of, or any change in,
any applicable law, rule or regulation regarding capital adequacy, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the
interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having the force of law) of any
such authority, central bank or comparable agency, has the effect of
reducing the rate of return on capital of such Bank as a consequence of
such Bank's obligations hereunder to a level below that which such Bank
could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy)
by an amount deemed by such Bank to be material, then from time to time,
within 15 days after demand by such Bank (with a copy to the Administrative
Agent), the Borrower shall pay to such Bank such additional amount or
amounts as will compensate such Bank for such reduction.

(c) Each Bank will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Bank to compensation
pursuant to this Section and will designate a different Applicable Lending
Office if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. A certificate of any Bank claiming
compensation under this Section and setting forth the additional amount or
amounts to be paid to it hereunder, accompanied by a computation thereof in
reasonable detail, shall be conclusive in the absence of manifest error.
In determining such amount, such Bank may use any reasonable averaging and
attribution methods.

(d) If any Bank has demanded compensation under this Section,
the Borrower:

(i) shall have the right, with the assistance of the
Administrative Agent and upon notification to such Bank, to require such
Bank to transfer, pursuant to an Assignment and Assumption Agreement in
substantially the form of Exhibit G hereto, its Note and Commitment to a
substitute bank or banks satisfactory to the Borrower and the
Administrative Agent (which may be one or more of the Banks) or
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<PAGE> 69

(ii) may elect to terminate this Agreement as to such Bank, and
in connection therewith to prepay any Base Rate Loan made pursuant to
Section 8.04, provided that the Borrower (1) notifies the Administrative
Agent (which will forthwith notify such Bank) of such election at least
three Euro-Dollar Business Days before any date fixed for such a
prepayment, and (2) either (x) repays all of such Bank's outstanding
Loans at the end of the respective Interest Periods applicable thereto
or as otherwise required by Section 8.02 or (y) subject to Section 2.13,
prepays all of such Bank's outstanding Loans (other than Money Market
Loans). Upon receipt by the Administrative Agent of such notice, the
Commitment of such Bank shall terminate.

SECTION 8.04. Base Rate Loans Substituted for Affected Fixed Rate
Loans. Subject to Sections 2.11 and 2.13, if (i) the obligation of any
Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02
or (ii) any Bank has demanded compensation under Section 8.03(a) and the
Borrower shall, by at least five Euro-Dollar Business Days' prior notice to
such Bank through the Administrative Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until
such Bank notifies the Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer apply:

(a) all Loans which would otherwise be made by such Bank as CD
Loans or Euro-Dollar Loans, as the case may be, shall be made instead as
Base Rate Loans (on which interest and principal shall be payable
contemporaneously with the related Fixed Rate Loans of the other Banks),
and

(b) after each of its CD Loans or Euro-Dollar Loans, as the case
may be, has been repaid, all payments of principal which would otherwise
be applied to repay such Fixed Rate Loans shall be applied to repay its
Base Rate Loans instead.
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<PAGE> 70

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Notices. All notices, requests, instructions and
other communications to any party hereunder shall be in writing (including
bank wire, telex, facsimile transmission or similar writing) and shall be
given to such party: (x) in the case of the Borrower or any Agent, at its
address, facsimile number or telex number (if any) set forth on the
signature pages hereof, (y) in the case of any Bank, at its address,
facsimile number or telex number (if any) set forth in its Administrative
Questionnaire or (z) in the case of any party hereto, such other address,
facsimile number or telex number as such party may hereafter specify for
the purpose by notice to the Administrative Agent and the Borrower. Each
such notice, request or other communication shall be effective (i) if given
by telex, when such telex is transmitted to the telex number specified in
this Section and the appropriate answerback is received, (ii) if given by
facsimile transmission, when transmitted to the facsimile number specified
in this Section and confirmation of receipt is received, (iii) if given by
mail, 72 hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid or (iv) if given by any
other means, when delivered at the address specified in this Section;
provided that notices to the Administrative Agent under Article II or
Article VIII shall not be effective until received.

SECTION 9.02. No Waivers. No failure or delay by any Agent or
any Bank in exercising any right, power or privilege hereunder or under any
Note shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

SECTION 9.03. Expenses; Documentary Taxes; Indemnification. (a)
The Borrower shall pay (i) all reasonable out-of-pocket expenses of the
Agents, including reasonable fees and disbursements of one special counsel
(Davis Polk & Wardwell) for the Agents, in connection with the preparation
of this Agreement, any waiver or consent hereunder or any amendment hereof
or any Default or alleged Default hereunder and (ii) if an Event of Default
occurs, all out-of-pocket expenses incurred by the Agents or any Bank,
including reasonable fees and disbursements of counsel (including the cost
of staff counsel when used in lieu of
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<PAGE> 71

separate special counsel), in connection with such Event of Default and
collection and other enforcement proceedings resulting therefrom. The
Borrower shall indemnify each Bank against any transfer taxes, documentary
taxes, assessments or charges made by any governmental authority by reason
of the execution and delivery of this Agreement or the Notes.

(b) The Borrower shall indemnify each Bank and its directors,
officers and employees for, and hold each Bank and its directors, officers
and employees harmless from and against (i) any and all damages, losses and
other liabilities of any kind, including, without limitation, judgments and
costs of settlement, and (ii) any and all out-of-pocket costs and expenses
of any kind, including, without limitation, reasonable fees and
disbursements of counsel, including the cost of staff counsel where used in
lieu of separate special counsel, and any other costs of defense,
including, without limitation, costs of discovery and investigation, for
such Bank and its officers and directors (all of which shall be paid or
reimbursed by the Borrower monthly), suffered or incurred in connection
with any investigative, administrative or judicial proceeding (whether or
not such Bank shall be designated a party thereto) relating to or arising
out of this Agreement or any actual or proposed use of proceeds of Loans
hereunder; provided that such Bank and its directors, officers and
employees shall have no right to be indemnified or held harmless hereunder
for its own gross negligence or willful misconduct as finally determined by
a court of competent jurisdiction. The Borrower shall indemnify and hold
harmless each Agent, in its capacity as an Agent hereunder, to the same
extent that the Borrower indemnifies and holds harmless each Bank pursuant
to this Section.

SECTION 9.04. Sharing of Set-Offs. Each Bank agrees that if it
shall, by exercising any right of set-off or counterclaim or otherwise
(other than pursuant to Section 8.03(d)(ii)), receive payment of a
proportion of the aggregate amount of principal and interest then due with
respect to any Note held by it which is greater than the proportion
received by any other Bank in respect of the aggregate amount of principal
and interest then due with respect to any Note held by such other Bank, the
Bank receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other
adjustments shall be made, as may be required so that all such payments of
principal and interest with respect to the Notes held by the Banks shall be
shared by the Banks pro rata; provided that if at any time thereafter, the
Bank that originally received such payment is required to repay (whether to
the Borrower or to any
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<PAGE> 72

other Person) all or any portion of such payment, each other Bank shall
promptly (and in any event within five Domestic Business Days of its
receipt of notification from such Bank requiring such repayment) repay to
such Bank the portion of such payment previously received by it under this
Section 9.04, together with such amount (if any) as is equal to the
appropriate portion of any interest (in respect of the period during which
such other Bank held such amount) such Bank shall have been obligated to
pay when repaying such amount as aforesaid, in exchange for such
participation in the Note of such other Bank as was previously purchased by
such Bank. Nothing in this Section shall impair the right of any Bank to
exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of the
Borrower other than its indebtedness under the Notes.

SECTION 9.05. Amendments and Waivers. Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower and the
Required Banks (and, if the rights or duties of any Agent are affected
thereby, by such Agent). Notwithstanding the foregoing, no such amendment
or waiver shall, unless signed by all the Banks, (i) increase or decrease
the Commitment of any Bank or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or
any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder or for any
reduction or termination of any Commitment, (iv) change the percentage of
the Commitments or of the aggregate unpaid principal amount of the Notes,
or the number of Banks, which shall be required for the Banks or any of
them to take any action under this Section or any other provision of this
Agreement or (v) amend or waive the provisions of this Section 9.05. The
exercise by the Borrower of its right to decrease the Commitments pursuant
to Section 2.09 or to decrease the Commitment of a Bank pursuant to Section
8.03(d) shall not be deemed to require the consent of any party to this
Agreement.

SECTION 9.06. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the
Borrower may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all Banks.

(b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its
Commitment or any or all of
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<PAGE> 73

its Loans. In the event of any such grant by a Bank of a participating
interest to a Participant, whether or not upon notice to the Borrower and
the Agents, such Bank shall remain responsible for the performance of its
obligations hereunder, and the Borrower and the Agents shall continue to
deal solely and directly with such Bank in connection with such Bank's
rights and obligations under this Agreement and such Bank's Note. Any
agreement pursuant to which any Bank may grant such a participating
interest shall provide that such Bank shall retain the sole right and
responsibility to enforce the obligations of the Borrower hereunder and
under the Notes including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement;
provided that such participation agreement may provide that such Bank will
not agree to any modification, amendment or waiver of this Agreement
described in clause (i) (only to the extent such modification, amendment or
waiver would decrease the Commitment of such Bank), (ii) or (iii) of
Section 9.05 or to any modification, amendment or waiver that would have
the effect of increasing the amount of a Participant's participation in
such Bank's Commitment, in any such case without the consent of the
Participant. The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement, be entitled to the benefits
of Article VIII with respect to its participating interest, subject to
subsection (f) below. An assignment or other transfer which is not
permitted by subsection (c) or (d) below shall be given effect for purposes
of this Agreement only to the extent of a participating interest granted in
accordance with this subsection (b).

(c) Any Bank may at any time assign to one or more banks or
other institutions (each an "Assignee") all, or a proportionate part of
all, of its rights and obligations under this Agreement and the Notes, and
such Assignee shall assume such rights and obligations, pursuant to an
Assignment and Assumption Agreement in substantially the form of Exhibit G
hereto executed by such Assignee and such transferor Bank, with the
subscribed consent of the Borrower, not to be unreasonably withheld, in
consultation with the Administrative Agent and with the subscribed
acknowledgment of the Administrative Agent; provided that if an Assignee is
(i) any Person which controls, is controlled by, or is under common control
with, or is otherwise substantially affiliated with such transferor Bank or
(ii) another Bank, no such consent shall be required; and provided further
that any assignment shall not be less than $10,000,000, or, if less, shall
constitute an assignment of all of such Bank's rights and obligations under
this Agreement and the Notes. Upon execution and delivery of
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<PAGE> 74

such instrument and payment by such Assignee to such transferor Bank of an
amount equal to the purchase price agreed between such transferor Bank and
such Assignee, such Assignee shall be a Bank party to this Agreement and
shall have all the rights and obligations of a Bank with a Commitment as
set forth in such instrument of assumption, and the transferor Bank shall
be released from its obligations hereunder to a corresponding extent, and
no further consent or action by any party shall be required. Upon the
consummation of any assignment pursuant to this subsection (c), the
transferor Bank, the Administrative Agent and the Borrower shall make
appropriate arrangements so that, if required, new Notes are issued to the
Assignee and the transferor Bank and the original Note is canceled, and the
Administrative Agent shall notify the other Agents of such assignment. In
connection with any such assignment, the transferor Bank shall pay to the
Administrative Agent an administrative fee of $3,500 for processing such
assignment. If the Assignee is not incorporated under the laws of the
United States of America or a state thereof, it shall, prior to the first
date on which interest or fees are payable hereunder for its account,
deliver to the Borrower and the Administrative Agent certification as to
exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 2.15.

(d) Any Bank may at any time assign all or any portion of its
rights under this Agreement and its Note to a Federal Reserve Bank. No
such assignment shall release the transferor Bank from its obligations
hereunder.

(e) The Administrative Agent and the Borrower may, for all
purposes of this Agreement, treat any Bank as the holder of any Note drawn
to its order (and owner of the Loans evidenced thereby) until written
notice of assignment or other transfer shall have been received by them.

(f) No Assignee, Participant or other transferee of any Bank's
rights shall be entitled to receive any greater payment under Section 8.03
than such Bank would have been entitled to receive with respect to the
rights transferred, unless such transfer is made with the Borrower's prior
written consent or by reason of the provisions of Section 8.02 or 8.03
requiring such Bank to designate a different Applicable Lending Office
under certain circumstances or at a time when the circumstances giving rise
to such greater payment did not exist.

(g) If any Reference Bank assigns its Note to an unaffiliated
institution, the Administrative Agent shall,
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<PAGE> 75

with the consent of the Borrower and the Required Banks, appoint another
Bank to act as a Reference Bank hereunder.

SECTION 9.07. Governing Law; Submission to Jurisdiction; Waiver
of Jury Trial. THIS AGREEMENT AND EACH NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW
YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE BORROWER, THE
AGENTS AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 9.08. Counterparts; Integration. This Agreement may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same instrument. This Agreement and the writings referred to in Section
3.01(n) constitute the entire agreement and understanding among the parties
hereto and supersede any and all prior agreements and understandings, oral
or written, relating to the subject matter hereof.

SECTION 9.09. Confidentiality. In addition to any
confidentiality requirements under applicable law, each of the Agents and
Banks (each a "Bank Party" and, collectively, the "Bank Parties") agrees
that through and including the later of (a) the Termination Date and (b) a
date three years from the relevant Bank Party's receipt of the relevant
information, it will take normal and reasonable precautions so that

(i) all information provided to it by the Borrower, any Person
on behalf of the Borrower, or by any other Bank Party on behalf of the
Borrower, in connection with this Agreement or the transactions
contemplated hereby will be held and treated by such Bank Party and its
respective directors, affiliates, officers, agents and employees in
confidence and
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<PAGE> 76

(ii) neither it nor any of its respective directors, affiliates,
officers, agents or employees shall, without the prior written consent
of the Borrower, use any such information for any purpose or in any
manner other than pursuant to the terms of and for the purposes
contemplated by this Agreement.

Notwithstanding the immediately preceding sentence, any Bank Party may
disclose any such information or portions thereof

(a) that is or becomes publicly available other than through a
breach by such Bank Party of its obligations hereunder;

(b) that is also provided to such Bank Party by a Person other
than the Borrower not in violation, to the actual knowledge of such Bank
Party, of any duty of confidentiality;

(d) pursuant to subpoena or other court process;

(e) when required by applicable law;

(f) at the written request or the express direction of any other
authorized government agency;

(g) to its independent auditors, counsel and other professional
advisors in connection with their provision of professional services to
such Bank Party;

(h) to any (i) Participant or (ii) prospective Participant or
prospective Bank, if such Participant, prospective Participant or
prospective Bank (which prospective Bank is promptly identified to the
Borrower), prior to any such disclosure, agrees in writing to keep such
information confidential to the same extent required of the Bank Parties
hereunder; or

(i) to any affiliate of such Bank Party, solely to enable such
affiliate to assess the creditworthiness of the Borrower in connection
with any transaction between such affiliate and the Borrower or any of
its Subsidiaries;

provided that any Bank Party's failure to comply with the provisions of
this Section 9.09 shall not affect the obligations of the Borrower
hereunder.
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<PAGE> 77

SECTION 9.10. Severability. Any provision of this Agreement that
is prohibited, unenforceable or not authorized in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.

SECTION 9.11. Termination of Existing Credit Agreement. The
Borrower and each of the Banks that is also a party to the Existing Credit
Agreement agree that the "Commitments" as defined in the Existing Credit
Agreement shall terminate in their entirety on the Effective Date. Each
such Bank waives (a) any requirement of notice of such termination pursuant
to Section 2.09 of the Existing Credit Agreement and (b) any claim to any
commitment fees or other fees under the Existing Credit Agreement for any
day on or after the Effective Date. The Borrower agrees that (i) no loans
will be outstanding under the Existing Credit Agreement on or at any time
after the Effective Date and (ii) all accrued and unpaid commitment fees,
facility fees and other amounts due and payable under the Existing Credit
Agreement on or before the Effective Date will be paid on or before the
Effective Date.
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<PAGE> 78

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of the day
and year first above written.

PRAXAIR, INC.

By
Title:

39 Old Ridgebury Road
Danbury, CT 06810-5113
Telecopy number: (203) 837-2480
Attention: Treasurer's Group
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<PAGE> 79

Commitments

$110,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK