CONSENT
Communication Cable, Inc.
0000 Xxxxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxxx, X.X. 00000
January 20, 1996
Pentair, Inc.
0000 Xxxxxx Xxxx X0 Xxxx
Xx. Xxxx, XX 00000-0000
Ladies and Gentlemen:
We refer to the Confidentiality Agreement, dated as of
December 13, 1995 (the "Confidentiality Agreement"), between Communication
Cable, Inc. (the "Company") and Pentair, Inc. ("Pentair").
In connection with the Company entering into an Agreement and
Plan of Merger (the "Merger Agreement") with Pentair and Pentair Acquisition
Corporation ("Pentair Subsidiary", a wholly-owned subsidiary of Pentair),
providing for certain transactions, including the merger of the Company and
Pentair Subsidiary at a price of $13.50 per share of the Company's common
stock, and the entry into a Stock Option Agreement (the "Stock Option
Agreement") granting an option to Pentair to purchase up to 300,000
shares of the Company's common stock at $13.50 per share, the Company
considered whether to grant its consent as required under the Confidentiality
Agreement. In connection with the requested entry by the Company into the
Stock Option Agreement, Pentair has given verbal assurances that the option
provided for therein will not be exercised, or the underlying shares used,
in connection with any attempt to block any Acquisition Proposal (as defined
in the Merger Agreement) received by the Company from any other party which
is higher than the Pentair proposal.
The entry by Pentair into the Merger Agreement and the
consummation of the merger contemplated thereby, and the entry by Pentair
into the Stock Option Agreement and the exercise in full by Pentair
of the option provided for thereby, are transactions which require the
consent of the Company under Section 11 of the Confidentiality Agreement.
The Company hereby consents to the entry by Pentair into the Merger Agreement
and the Stock Option Agreement, and to the transactions contemplated thereby;
provided,
however, that the Company expressly does not consent to any exercise of the
option granted to Pentair under the Stock Option Agreement that would result
in the direct or indirect ownership by Pentair of five percent (5%) or
more of the voting common stock of the Company.
Very truly yours,
COMMUNICATION CABLE, INC.
By (Signature of Xxxxx X. Xxxx)
Xxxxx X. Xxxx, President
