Exhibit 9
[Letterhead of Xxxxxxx, Xxxxx & Co.]
PERSONAL AND CONFIDENTIAL
July 10, 1997
Xxxxxx X. Xxxxxxx
Chairman, President and CEO
Insilco Corporation
000 Xxxxx Xxxxx Xxxxx
0xx Xxxxx
Xxxxxx, Xxxx 00000
Dear Xxx:
We refer to the engagement letter dated November 27, 1996
between Insilco Corporation (the "Company") and Xxxxxxx, Xxxxx
& Co. ("Xxxxxxx Xxxxx") regarding the possible sale of all or a
portion of the Company (the "Engagement Letter"). This letter
is intended to amend and confirm certain mutual understandings
with respect to our acting as your exclusive financial advisor
in connection with the matters contemplated by this letter
and to provide for certain additional agreements related there-
to.
The Company, having considered, with the advice of Xxxxxxx
Sachs, various strategic alternatives available to the Company
to create shareholder value, including the sale of the Company,
the sale of business units, recapitalization alternatives and
financial and valuation analyses connected therewith, currently
intends to repurchase certain of its outstanding shares of com-
mon stock by means of a repurchase (the "Repurchase") of such
shares from Water Street Corporate Recovery Fund I, LP and
Xxxxxx X. Xxxxxxx and a tender offer (the "Tender Offer") to
shareholders of the Company and to complete a related financing
comprised of an offering of non-investment grade debt securities
(the "Securities Offering") and the placement of senior bank debt
(the "Bank Loan", together with the Securities Offering,
collectively referred to herein as the "Transactions").
We will charge an advisory fee of $2,000,000 for the aforementioned
advice, including that in connection with the Transactions. The
advisory fee shall be payable in cash upon the earlier of the
consummation of the Securities Offering and the consummation of
the Tender Offer. A separate fee will be payable for our advice
and assistance in connection with the Tender Offer and the
Repurchase.
We hereby confirm our mutual understanding that the Transac-
tions shall be governed by the terms of the Engagement Letter
to the extent applicable and that, except as provided therein,
herein, in the agreements described below and in any additional
written agreements related to the Tender Offer, no additional
fees in respect of the Transactions shall be payable
to Xxxxxxx Xxxxx.
Insilco Corporation
July 10, 1997
Page Two
It is our mutual understanding that the third paragraph of the
Engagement Letter relating to our opinion as to the fairness of
financial consideration does not apply to the Transactions. At
your request, however, we will undertake an analysis to enable
us to render our view as to whether we are highly confident
that the Securities Offering can be accomplished. The nature
and scope of our investigation, as well as the scope, form and
substance of our view, shall be such as we consider appropri-
ate. If requested we will provide our view in written form.
In addition, the Company shall offer Xxxxxxx Xxxxx the right to
act as lead manager or agent in connection with the Securities
Offering; and the Company shall discuss with Xxxxxxx Xxxxx the
appropriateness of using our services as lead arranger, xxxxx-
cation agent and/or underwriter in connection with the Bank
Loan. If Xxxxxxx Xxxxx agrees to act in any such capacity, the
Company and Xxxxxxx Xxxxx will enter into an appropriate form
of underwriting, placement agency, engagement or other agree-
ment relating to the type of transaction involved and contain-
ing customary terms and conditions, including customary fee
provisions and provisions relating to our indemnity. However,
unless specifically covered by a separate agreement setting
forth such arrangement, the provisions in Annex A to the
Engagement Letter shall apply to each such transaction, subject
to the qualifications set forth in the twelfth paragraph of the
Engagement Letter. The Company acknowledges that this letter
agreement is neither an expressed nor an implied commitment by
Xxxxxxx Xxxxx to act in any capacity in any such transaction or
to purchase or place any securities in connection therewith,
which commitment shall only be set forth in a separate applica-
ble type of agreement.
In connection with engagements such as this it is our firm pol-
icy to receive indemnification. The Company agrees that the
provisions with respect to our indemnity and other matters set
forth in Annex A of the Engagement Letter shall apply to our
engagement pursuant to this letter and any matter contemplated
thereby, subject to the qualifications set forth in the twelfth
paragraph of the Engagement Letter.
Our services hereunder will terminate effective upon the con-
summation of the Transactions and payment of the advisory fee
set forth above. If the Transactions are not consummated, our
services may be terminated by you or us at any time with or without
cause effective upon receipt of written notice to that effect.
However, we will be entitled to the advisory fee set forth
above in the event that at any time prior to the expiration of
two years after such termination an agreement is entered into
with respect to a tender offer, or a transaction of the type
contemplated by the Transactions collectively, which is eventually
consummated.
The Engagement Letter shall remain in effect with respect to
the transactions contemplated thereby. It is understood,
however, that the Company and Xxxxxxx Xxxxx shall discuss an
appropriate fee to be paid thereunder in the event that any
such fee becomes payable.
Insilco Corporation
July 10, 1997
Page Three
Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed copy
of this letter, which shall become a binding agreement upon our
receipt.
Very truly yours, Confirmed:
/s/ Xxxxxxx, Xxxxx & Co.
_________________________
(XXXXXXX, XXXXX & CO.) INSILCO CORPORATION
/s/ Xxxxxx X. Xxxxxxx
By:_______________________
Name:
Title:
21 July, 1997
Date:_____________________
[Letterhead of Xxxxxxx, Xxxxx & Co.]
PERSONAL AND CONFIDENTIAL
July 10, 1997
Xxxxxx X. Xxxxxxx
Chairman, President and CEO
Insilco Corporation
000 Xxxxx Xxxxx Xxxxx
0xx Xxxxx
Xxxxxx, Xxxx 00000
Dear Bob:
We refer to the engagement letter dated November 27, 1996 as
amended by letter dated July 10, 1997 between Insilco Corpora-
tion (the "Company") and Xxxxxxx, Xxxxx & Co. ("Xxxxxxx Xxxxx")
regarding the engagement of Xxxxxxx Xxxxx to provide advice to
the Company in connection with certain transactions described
therein (the "Engagement Letter"). We understand that the
Company also intends to repurchase certain of its outstanding
shares of common stock by means of a repurchase (the "Repurchase")
of such shares from Water Street Corporate Recovery Fund I, LP
and Xxxxxx X. Xxxxxxx and a tender offer (the "Tender Offer")
to shareholders of the Company. This letter is intended to confirm
certain mutual understandings with respect to our acting as
your exclusive financial advisor in connection with certain
services related to the Tender Offer and the Repurchase.
We will charge a transaction fee of $200,000 for advice in con-
nection with the Tender Offer and the Repurchase. The transaction
fee of $200,000 shall be payable in cash upon the consummation of
the Tender Offer.
We hereby confirm our mutual understanding that the Tender Offer
and the Repurchase shall be governed by the terms of the Engagement
Letter to the extent applicable and that, except as provided therein
and herein, no additional fees in respect of the Repurchase and the
Tender Offer shall be payable to Xxxxxxx Xxxxx.
It is our mutual understanding that the third paragraph of the
Engagement Letter relating to our opinion as to the fairness of
financial consideration does not apply to the Tender Offer and
the Repurchase.
In connection with engagements such as this it is our firm pol-
icy to receive indemnification. The Company agrees that the
provisions with respect to our indemnity and other matters set
forth in Annex A of the Engagement Letter shall apply to our
engagement pursuant to this letter and any
Insilco Corporation
July 10, 1997
Page Two
matter contemplated thereby, subject to the qualifications set forth
in the twelfth paragraph of the Engagement Letter.
Our services hereunder will terminate effective on the consum-
mation of the Tender Offer and the payment of the transaction
fee set forth above. If the Tender Offer is not consummated,
our services may be terminated by you or us at any time with
or without cause effective upon receipt of written notice
to that effect. However, we will be entitled to the transaction
fee set forth above in the event that at any time prior to the
expiration of two years after such termination an agreement is
entered into with respect to the Tender Offer, or a transaction
of the type contemplated by the Repurchase or the Tender Offer,
which is eventually consummated.
The Engagement Letter shall remain in effect with respect to
the transactions contemplated thereby. It is understood, however,
that the Company and Xxxxxxx Xxxxx shall discuss an appropriate fee
to be paid thereunder in the event that any such fee becomes payable.
Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed copy
of this letter, which shall become a binding agreement upon our
receipt.
Very truly yours, Confirmed:
/s/ Xxxxxxx, Xxxxx & Co.
_____________________________
(XXXXXXX, XXXXX & CO.) INSILCO CORPORATION
/s/ Xxxxxx X. Xxxxxxx
By:_______________________
Name:
Title:
21 July, 1997
Date:_____________________
