LETTERHEAD OF
[Goelzer & Co. Inc.]
INVESTMENT BANKING
June 18, 1998
Mr. Albert Morrison, III
c/o Mr. Ron Griffith, CFO
Burnham Corporation
P.O. Box 3205
Lancaster, PA 17604
RE: Letter Agreement of Confidentiality
Dear Mr. Morrison:
In connection with your consideration of a possible
acquisition transaction with Bryan Steam Corporation (the
"Company"), you have requested information concerning the
Company. As a condition to your being furnished such information,
you agree to treat confidentially, in accordance with the
provisions of this letter agreement, all "Confidential Material",
means all information (in any form or media whatsoever)
concerning the Company that the Company, its agents or
representatives (including attorneys, accountants and advisors),
furnishes (in connection with a possible acquisition transaction
to you or your representatives, employees, agents, advisors,
lenders, affiliates or representatives of your agents, advisors,
lenders or affiliates (all of the foregoing a collectively
referred to as "your Representatives"), whether furnished before
or after the date of this letter agreement, and all notes,
analyses, compilations, studies or other materials, whether in
written, printed, electronic, magnetic or any other form or media
and whether prepared by you or others, that contain or otherwise
reflect such information; provided, however, that the term
"Confidential Material" does not include information that (i) is
or becomes generally available to the public other than as a
result of a disclosure by you or your Representatives, (ii) was
available to you on a non-confidential basis prior to its
disclosure to you by the Company, its agents or representatives,
or (iii) becomes available to you on a non- confidential basis
from a source other than the Company, its agents or
representatives, provided that such source is not known by you to
be bound by a confidentiality agreement with, or other Obligation
of secrecy to, the Company, its agents or representatives.
Albert Morrison, III
Burnham Corporation
June 18, 1998
Page 2
You hereby agree that, for a period of five years from
the date hereof, (a) the Confidential Material will be used
solely for the purpose of evaluating a possible acquisition
transaction between the Company and you, and (b) the Confidential
Material will be kept confidential by you and your
Representatives and will not be used by you or your
Representatives other than for such purpose; provided, however,
that (i) any of such Confidential Material may be disclosed to
your Representatives who need to know such information for the
purpose of evaluating such a transaction (it being understood
that your Representatives shall be informed by you of the
confidential nature of such information and shall be directed by
you to treat such information confidentially) (ii) any disclosure
of the Confidential Material may be made to which the Company
consents in writing, and (iii) any disclosure required by law or
legal process is permitted (you agree to give the Company
reasonable prior notice before making any disclosure under this
clause (iii)). In addition, you hereby agree that, without the
prior written consent of the Company, you will not, and will
direct your Representatives not to, disclose to any person either
the fact that you have received the Confidential Material, the
fact that discussions or negotiations are taking place concerning
a possible transaction between the Company and you, or any of the
terms, conditions or other facts with respect to any such
possible transaction, including the status thereof.
Although the Company has endeavored to include in the
Confidential Material information known to it which it believes
to be relevant for the purpose of your evaluation, you understand
that neither the Company nor any of its officers, directors,
shareholders, employees, representatives or advisors have made or
make any representation or warranty as to the accuracy or
completeness of the confidential Material. You agree that neither
the Company nor its officers, directors, shareholders, employees,
representatives or advisors shall have any liability to you or
any of your Representatives resulting from the use of the
Confidential Material.
Upon the Company's request, you will promptly redeliver to
the company or destroy all Confidential Material provided to you
by the Company, its agents or representatives, and you will not
retain any copies, extracts or other reproductions in whole or in
part of such Confidential Material. All Confidential Material
prepared by you or your Representatives shall be destroyed, and
such destruction shall be certified in writing to the Company by
an authorized officer supervising such destruction.
Notwithstanding the redelivery or destruction of the Confidential
Material, you will continue to be bound by our obligations of
confidentiality and other obligations hereunder.
You also agree that money damages would be both
incalculable and an insufficient remedy for any breach of the
terms of this letter agreement by you or any of your
Representatives and that any such breach would cause the Company
irreparable
Albert Morrison, III
Burnham Corporation
June 18, 1998
Page 3
harm. Accordingly, you also agree that, in the event of any
breach or threatened breach of the terms of this letter,
the Company, in addition to all other remedies available to it, shall
be entitled, to equitable relief, including injunctive relief and
specific performance.
It is understood and agreed that no failure or delay by the
Company in exercising any right, power or privilege hereunder
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 right, power or privilege
hereunder. This letter agreement shall be governed by and
construed in accordance with the laws of the State of Indiana.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter agreement will become a
binding agreement between the Company and you in accordance with
its terms.
Very truly yours,
/s/ George G. Cassiere
-------------------------------
George G. Cassiere, CFA
Exclusive Agent for Management of the Company
Confirmed and agreed to
as of: 6-18-98
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BURNHAM CORPORATION
By: /s/ Ronald L. Griffith
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