June 13, 2000
Xxxxxx X. Xxxxxxx
Viskase Corporation
0000 Xxxx 00xx Xxxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Re: Viskase Companies, Inc.
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Dear Xx. Xxxxxxx:
Reference is hereby made to that certain Financing
Agreement (the "Agreement") dated as of June 14, 1999 by and among
Viskase Corporation, a Pennsylvania corporation ("Viskase
Corporation"), Viskase Sales Corporation, a Delaware corporation
("Viskase Sales"; Viskase Corporation and Viskase Sales are
collectively referred to as the "Companies"), and X.X. Xxxxx &
Associates, L.P., a Delaware limited partnership (together with its
successors and assigns, the "Lender"). Terms not otherwise defined
herein shall have the meanings assigned to such terms in the
Agreement.
Pursuant to the request of the Companies, the Lender
hereby (A) agrees to forbear for 105 days from the date hereof from
exercising any remedies or accelerating the Obligations as a result
of any presently existing Default or Event of Default under the
Agreement or any other Loan Document (i) arising as a result of
Viskase Corporation agreeing to grant a subordinated security
interest in the Collateral to Lessor (as defined below) pursuant to
Section 2 of that certain Lease Agreement (the "Lease") dated as of
December 18, 1990, as amended by that certain Agreement and
Amendment dated as of April 13, 2000 (the "GECC Amendment") between
State Street Bank and Trust Company, a Massachusetts trust company,
as owner trustee under the Trust Agreement (as defined in the
Lease) (the "Lessor"), and Viskase Corporation, (ii) occurring as
a result of the failure of the Companies to deliver to the Lender
its audited financial statements for the fiscal year ended
December 31, 1999 within the time periods set forth in the
Agreement (it being understood that if such audited financial
statements are delivered to Lender while the aforesaid forbearance
period is in force and effect, such Event of Default regarding such
audited financial statements shall be deemed waived by the Lender)
and (iii) under Section 8.1(j) and (k) of the Agreement, and (B)
consent to the Companies entering into the GECC Amendment (as of
the time immediately prior to the execution of such GECC Amendment)
and consent to the granting of the subordinated security interests
to Lessor, pursuant to security documentation and a subordination
agreement in form and substance (and containing subordination
terms) acceptable to the Lender; provided, however, that the
foregoing waiver and forbearance is subject to and conditioned
upon:
the forbearance by the Lessor from exercising any
remedies or accelerating any obligations under the Lease for 105
days from the date hereof pursuant to an executed letter agreement
among GECC, the Lessor, CITBC, the Additional Term Lenders and the
Lender, attached hereto as Exhibit A (the "GECC Forbearance
Letter"), received on the date of this letter agreement (it being
understood that if any forbearance so granted by the Lessor
terminates or is withdrawn for any reason, then (a) such
termination or withdrawal shall be deemed a new and additional
Event of Default under the Agreement, (b) the Lender shall have
all of the remedies upon an Event of Default set forth in SECTION 8
of the Agreement and in the other Loan Documents, and (c) the
forbearance granted by the Lender shall automatically terminate and
be of no force and effect);
Lessor and the Lender, Lessor and CITBC, and Lessor and the
Additional Term Lenders, entering into a subordination agreement
with respect to the subordinated security interest in the
Collateral granted to Lessor on terms mutually agreeable to Lessor
and the Lender within thirty (30) days of the date of this letter
agreement (it being understood that such security interest shall
not be granted until the subordination agreements referenced above
are entered into and become effective and if such security interest
is granted prior to entry and effectiveness of the subordination
agreements, then (a) the granting of such security interest shall
be deemed an Event of Default under the Agreement, (b) Lender shall
have all of the remedies upon an Event of Default set forth in
SECTION 8 of the Agreement and in the other Loan Documents, and (c)
the forbearance granted by the Lender shall automatically terminate
and be of no further force and effect); and
the waiver of or forbearance from exercising any remedies
or accelerating any obligations (on terms substantially similar to
those set forth herein) with respect to all defaults and events of
default existing as of the date hereof under the CITBC Loan
Documents and the Additional Term Lender Loan Documents, as
applicable, pursuant to executed letter agreements attached as
Exhibits B and C, respectively, hereto (it being understood that if
any such waiver or forbearance is terminated or withdrawn for any
reason, then (a) such termination or withdrawal shall be deemed a
new and additional Event of Default under the Agreement, (b) Lender
shall have all of the remedies upon an Event of Default set forth
in SECTION 8 of the Agreement and in the other Loan Documents, and
(c) the forbearance granted by Agent and the Lender shall
automatically terminate and be of no force and effect).
The Lender hereby waives any Event of Default arising (i)
from Viskase Corporation's failure to make the 2000 Basic Rent (as
defined in the GECC Amendment) payment on the date required under
the Lease Documents, for so long as such payment is made on the
date required to be made under the GECC Amendment or any such later
date as agreed by the Companies and the Lessor by further written
amendment or (ii) under Section 8.1(k) of the Agreement due to the
"Events of Default" under the Lease Documents specified in
Section 4 of the GECC Amendment (it being understood that if such
waiver is no longer effective for any reason, then (a) a new Event
of Default shall occur, (b) Lender shall have all of the remedies
upon an Event of Default set forth in SECTION 8 of the Agreement
and in the other Loan Documents, and (c) the forbearance granted by
the Lender shall automatically terminate and be of no further force
and effect.
Notwithstanding anything contained herein to the
contrary, in the event that (i) the 2000 Basic Rent payment (as
defined in the GECC Amendment) is paid in full and satisfied by
whatever means within the time frame set forth in the GECC
Amendment or such later date as agreed by Viskase Corporation and
Lessor in writing, (ii) the requirements with respect to the
Current Rent LC (as defined in the GECC Amendment) or the 2001
Payment (as defined in the GECC Amendment) are not satisfied by the
Companies and (iii) Lessor does not declare an "Event of Default"
under the Lease as a result of any failure to make the payment
described in clause (i) above or any such failure described in
clause (ii) of this paragraph or GECC does not otherwise terminate
its forbearance under the GECC Forbearance Letter, the forbearance
granted by this letter agreement shall not be terminated as a
result of the failure described in clause (ii) of this paragraph.
The Companies hereby acknowledge that the waiver and
forbearance contained in this letter is granted only for the
limited purpose set forth herein and each term and provision of the
Agreement continues in full force and effect. The waiver and
forbearance is granted only for the specific instance specified
herein and for the specific period provided herein, and in no
manner creates a course of dealing or otherwise impairs the future
ability of Lender to declare an Event of Default under or otherwise
enforce the terms of the Agreement.
In consideration of each of the Lender's agreement to the
waiver set forth herein, the Companies hereby agree to pay a fee in
the aggregate amount of $50,000 (the "Fee") to the Lender which
shall be due and payable upon the earlier of (a) August 31, 2000,
or (b) the closing of the sale of the Film Business of the
Companies and their affiliates (it being understood that if the
Fees are not paid in their entirety when due, then (a) such failure
to make such payment shall be deemed a new and additional Event of
Default under the Agreement, (b) Lender shall have all of the
remedies upon an Event of Default set forth in SECTION 8 of the
Agreement, and (c) the forbearance granted by the Lender shall
automatically terminate and be of no further force and effect).
None of the terms or conditions of this letter agreement
may be changed, modified, waived, or canceled, except by writing
signed by all the parties hereto specifying such change,
modification, waiver, or cancellation. Except as otherwise
specifically set forth herein, the agreement and all the other Loan
Documents are hereby confirmed and ratified in all respects and
shall remain in full force and effect according to their respective
terms.
This letter agreement shall be governed by and construed
in accordance with the laws of the State of Illinois.
[signature page follows]
This letter agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of
which, taken together, shall constitute one and the same agreement.
A facsimile copy of a signature page hereto shall be deemed an
original for all purposes.
Very truly yours,
X.X. Xxxxx & Associates, L.P.,
a Delaware limited partnership
By: __________________________
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C&G Management Company, Inc.,
a Delaware corporation, its general partner
By: _______________________
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Name: Xxxxxxx X. Xxxxxxxx
Its: Vice President
COMPANIES:
VISKASE CORPORATION
By:
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Its:
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VISKASE SALES CORPORATION
By:
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Its:
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