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Exhibit 10(k)
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 Agreement (the "Stock
Purchase Agreement"), dated as of July 10, 1997, by and between Insilco
Corporation, a Delaware corporation ("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 anything 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2,857,142 Shares minus that number of Shares that are tendered and not withdrawn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: Xxxxxxx X. Xxxx
Title: Vice President and
General Counsel
