EXHIBIT 4.7
FIRST SUPPLEMENTAL INDENTURE
dated as of August 17, 1998
between
INSILCO HOLDING CO.
and
STAR BANK, N.A.,
as Trustee
with respect to
Series A and Series B 14% Senior Discount Notes due 2008
THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
entered into as of August 17, 1998, between Insilco Holding Co., a Delaware
corporation ("Holdings") and Star Bank, N.A., as trustee (the "Trustee").
RECITALS
WHEREAS, Silkworm Acquisition Corp., a Delaware corporation
("Silkworm"), and the Trustee entered into the Indenture, dated as of August 17,
1998 (as amended from time to time, the "Indenture"), relating to Silkworm's
Series A and Series B 14% Senior Discount Notes due 2008 (the "Senior Discount
Notes");
WHEREAS, Silkworm has merged with and into Holdings as contemplated by
the Indenture (the "Merger").
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties hereto hereby
agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.
Section 2. Holdings hereby acknowledges and agrees with the Trustee
that, by virtue of the Merger and by operation of law it has succeeded to, and
is substituted for (so that from and after the Merger, the provisions of the
Indenture referring to the "Issuer" shall refer to Holdings), and may exercise
each and every right and power of Silkworm under the Indenture with the same
effect as if Holdings had been named as the Issuer in the Indenture and has
assumed all of the liabilities and obligations of Silkworm under the Indenture
and the Senior Discount Notes in accordance with Article 5 of the Indenture.
Section 3. Pursuant to Section 9.05 of the Indenture, Holdings shall
issue in exchange for all outstanding Senior Discount Notes of Silkworm and the
Trustee shall authenticate new Senior Discount Notes that reflect this
Supplemental Indenture in exchange for all outstanding Senior Discount Notes of
Silkworm.
Section 4. This Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York.
Section 5. This Supplemental Indenture may be signed in various
counterparts which together shall constitute one and the same instrument.
Section 6. This Supplemental Indenture is an amendment supplemental to
the Indenture and said Indenture and this Supplemental Indenture shall
henceforth be read together.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Supplemental Indenture or have caused this Supplemental Indenture to be duly
executed on their respective behalf by their respective officers thereunto duly
authorized, as of the day and year first above written.
INSILCO HOLDING CO.
By: __________________________
Name:
Title:
STAR BANK, N.A.,
as Trustee
By: __________________________
Name:
Title:
