EXHIBIT 99.7
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of June 8, 1998 among INSILCO CORPORATION, a
Delaware corporation ("Insilco" or the "Company"), INSILCO HOLDING CO., a
Delaware corporation (formerly known as INR Holding Co.) ("ExistingSub") and
SILKWORM ACQUISITION CORPORATION, a Delaware corporation ("MergerSub").
WHEREAS, the Company, ExistingSub and MergerSub have previously entered
into an Agreement and Plan of Merger (as amended hereby, the "Merger Agreement")
dated as of March 24, 1998, providing for the merger of MergerSub with and into
ExistingSub; and
WHEREAS, the Company, ExistingSub and MergerSub desire to amend the
Merger Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. References. Unless otherwise specifically defined herein,
each term used herein which is defined in the Merger Agreement has the meaning
assigned to such term in the Merger Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Merger Agreement shall from and after the effective date of this Amendment refer
to the Merger Agreement as amended hereby, except in any instance in the Merger
Agreement where any such reference relates to the date of the execution of the
Merger Agreement in which instance such reference shall relate to the Merger
Agreement, as unamended hereby.
SECTION 2. Amendments. The Merger Agreement is hereby amended as
follows:
(a) The reference in Section 1.02(e)(iv)(A) to the number "0.03419" is
replaced with "0.03378".
(b) The reference in Section 1.02(e)(iv)(B) to the number "$42.97" is
replaced with "$43.47".
(c) The references in Sections 1.05(a), 5.04(c) and 7.05 to the number
"$44.50" are replaced with "$45.00".
(d) The reference in Section 1.06(b) to the number "$44.49" is replaced
with "$44.99".
(e) The reference in Section 4.08 to the number "$54,999,997.50" is
replaced with "$54,999,990.00".
(f) The reference in Section 4.08 to the number " 1,235,955" is
replaced with "1,222,222".
(g) The reference in Section 4.08 to the number "111,347" is replaced
with "110,453".
SECTION 3. Counterparts; Effectiveness. This Amendment 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 Amendment shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment or have caused this Amendment to be duly executed by their respective
authorized officers as of the day and year first above written.
INSILCO CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President, Chief Executive
Officer and Director
INSILCO HOLDING CO.
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President and Secretary
SILKWORM ACQUISITION
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
-------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: Vice President and Secretary
