Exhibit 10
INSILCO CORPORATION
000 Xxxxx Xxxxx X.
Xxxxx Xxxxx
Xxxxxx, Xxxx 00000
August 11, 0000
Xxxxx Xxxxxx Corporate Recovery Fund I, L.P.
c/o Goldman Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Ladies and Gentlemen:
Reference is hereby made to the Stock Purchase Agree-
ment (the "Stock Purchase Agreement"), dated as of July 10,
1997, by and between Insilco Corporation, a Delaware corpora-
tion ("Insilco"), and Water Street Corporate Recovery Fund I,
L.P., a Delaware limited partnership ("Water Street"). Terms
used but not defined herein shall have the respective meanings
ascribed to them in the Stock Purchase Agreement.
At the time that the Stock Purchase Agreement was
entered into, it was contemplated that at least 2,857,142
Shares (including 960,577 Shares to be tendered by Water
Street) would be tendered in the Offer. However, as of the
date hereof, only 2,610,058 Shares have been tendered in the
Offer. Accordingly, Insilco agrees that, notwithstanding any-
thing else to the contrary in the Stock Purchase Agreement,
Water Street may tender into the Offer (i) 960,577 Shares
(which have been tendered in the Offer as of the date hereof)
plus (ii) 2,857,142 Shares minus that number of Shares that are
tendered and not withdrawn immediately prior to the expiration
of the Offer without giving effect to the number of Shares
Water Street tenders pursuant to this clause (ii).
INSILCO CORPORATION
By: /s/ XXXXXXX X. XXXX
____________________
Name:
Title:
