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Exhibit 10.22
AMENDMENT NO. 3
TO
AMENDED AND RESTATED CREDIT AGREEMENT
WITH
VISKASE COMPANIES, INC.
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT ("AMENDMENT") is dated as of March
17, 1999, by and between VISKASE COMPANIES, INC., a Delaware corporation
formerly known as Envirodyne Industries, Inc. ("BORROWER") and BT COMMERCIAL
CORPORATION, a Delaware corporation, individually and as agent (in such
capacity, the "AGENT") for the "LENDERS" under and as defined in the Credit
Agreement referred to below. Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings assigned to such terms in the
Credit Agreement.
WITNESSETH:
WHEREAS, Borrower, Agent and Lenders have entered into that certain Amended
and Restated Credit Agreement dated as of June 1, 1998, as amended (the "CREDIT
AGREEMENT"), pursuant to which Lenders have agreed to make certain loans and
other financial accommodations to or for the account of Borrower;
WHEREAS, Borrower has requested that Agent and Lenders further amend the
Credit Agreement; and
WHEREAS, Lenders and Agent have agreed to further amend the Credit
Agreement on the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises set forth above, the terms
and conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the respective parties
hereto hereby agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. Effective as of the date hereof, upon
satisfaction of the conditions precedent set forth in SECTION 2 below, and in
reliance upon the representations and warranties of Borrower set forth herein,
the Credit Agreement is hereby amended as follows:
1.1 SECTION 8.1(b) of the Credit Agreement is hereby deleted in its
entirety and the following language is hereby substituted therefor:
(b) FIXED CHARGE COVERAGE RATIO. The Borrower covenants that it will
not cause or permit the ratio of
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(i) Consolidated Cash Flow for the twelve month period ending at the end of
any fiscal quarter of the Borrower to (ii) Consolidated Fixed Charges for
each such twelve month period to be less than the ratio set forth below for
the period set forth below in which such fiscal quarter ends:
RATIO PERIOD
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1.45:1 Original Closing Date through
December 26, 1996
1.50:1 December 27, 1996 through
March 26, 1998
1.35:1 March 27, 1998 through
September 24, 1998
1.20:1 December 31, 1998 and thereafter
provided, however, for purposes of determining Consolidated Cash Flow for the
calculation of the Fixed Charge Coverage Ratio only and notwithstanding any tax
effect of such restructuring charges, restructuring charges in amounts not to
exceed $25,000,000 shall be added back to the calculation of the Consolidated
Net Worth and Consolidated Net Income to the extent previously deducted
therefrom.
2. CONDITIONS PRECEDENT. This Amendment shall become effective as of the
date hereof, upon satisfaction of each of the following conditions:
(a) As of the date first above written (after giving effect to this
Amendment) no Default or Event of Default shall have occurred and be
continuing.
(b) Agent shall have received two (2) copies of this Amendment duly
executed by Borrower.
(c) Agent shall have received evidence reasonably satisfactory to
Agent that the Third Supplemental Indenture to the First Priority Notes
Indenture substantially in the form of EXHIBIT A hereto shall have been
executed and delivered by Borrower and prior to or concurrently with the
effectiveness of this Amendment shall have become effective pursuant to the
respective terms thereof.
3. REPRESENTATIONS, WARRANTIES AND COVENANTS.
3.1 Borrower hereby represents and warrants to the Agent and each of
the Lenders that:
(a) this Amendment, and the Credit Agreement as amended hereby,
constitute legal, valid and binding obligations of
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Borrower and are enforceable against Borrower in accordance with their
respective terms, except as may be limited by applicable bankruptcy,
insolvency or similar laws relating to creditors' rights generally and by
general principles of equity (regardless of whether enforcement is sought
in equity or at law);
(b) after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing; and
(c) the execution and delivery by Borrower of this Amendment does not
require the consent or approval of any Person, except such consents and
approvals as shall have been obtained.
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS.
4.1 Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import, and each reference in each of the other Credit
Documents to the "Credit Agreement," shall in each case mean and be a
reference to the Credit Agreement as amended hereby.
4.2 Except as expressly set forth herein, (i) the execution and
delivery of this Amendment shall in no way affect any right, power or
remedy of Agent or any of the Lenders with respect to any Event of Default
nor constitute a waiver of any provision of the Credit Agreement or any of
the other Credit Documents and (ii) all terms and conditions of the Credit
Agreement, the other Credit Documents and all other documents, instruments,
amendments and agreements executed and/or delivered by the Borrower
pursuant thereto or in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed in all respects. The execution
and delivery of this Amendment by Agent and each of the Lenders shall in no
way obligate Agent or any of the Lenders, at any time hereafter, to consent
to any other amendment or modification of any term or provision of the
Credit Agreement or any of the other Credit Documents, whether of a similar
or different nature.
5. GOVERNING LAW. The validity, interpretation and enforcement of this
Amendment and any dispute arising out of or in connection with this Amendment,
whether sounding in contract, tort, equity or otherwise, shall be governed by
the internal laws (as opposed to the conflicts of laws provisions) and decisions
of the State of Illinois.
6. HEADINGS. Section headings in this Amendment are
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included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date first set forth above.
BORROWER:
VISKASE COMPANIES, INC.
By:
------------------------
Name:
------------------------
Title:
------------------------
AGENT:
BT COMMERCIAL CORPORATION, as Agent
By:
------------------------
Name:
------------------------
Title:
------------------------
LENDERS:
BT COMMERCIAL CORPORATION, in its
individual capacity
By:
--------------------------
Name:
--------------------------
Title:
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EXHIBIT A
TO
AMENDMENT NO. 3
DATED AS OF MARCH __, 1999
FORM OF AMENDMENT TO FIRST PRIORITY NOTES INDENTURE
Attached
