EXECUTION COPY
This Amendment No. 1 (the "Amendment"), dated
as of January 17, 2002, to the WAIVER, FORBEARANCE
AND CONSENT AGREEMENT, dated as of December 21, 2001
(the "Agreement"), between VISKASE CORPORATION, a
Pennsylvania corporation (the "Lessee"), and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, not in its individual capacity but solely
as successor Owner Trustee under that certain Trust
Agreement with General Electric Capital Corporation,
as Owner Participant dated as of December 18, 1990
(the "Lessor"), relating to the Lease Agreement dated
as of December 18, 1990 (as amended and supplemented
to the date hereof, the "Lease"), between the Lessee
and the Lessor, as successor Owner Trustee to Fleet
National Bank, formerly known as Shawmut Bank
Connecticut, National Association, formerly known as
The Connecticut National Bank (capitalized terms used
herein and not defined have the meanings assigned to
such terms in the Lease).
Whereas, the Lessee and the Owner Trustee desire to amend Section
2(a) of the Agreement on terms set forth in this Amendment;
Now therefore, in consideration of the mutual agreements herein
contained and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties hereto agree as
follows:
1. SECTION 2(a) of the Agreement is hereby amended and restated to
read in its entirety as follows:
"SECTION 2. Consent. (a) Anything in the Lease Documents to
the contrary notwithstanding, the Lessor hereby consents to (i) the
sale of the parcels of real estate identified in the letter
attached hereto and agrees to execute such documents as may be
reasonably necessary to release such parcels from the Ground Lease,
the Security Agreement, the Security Agreement dated as of July 28,
2000 among Viskase Holding Corporation, Viskase Companies, Inc.,
the Corporation, Viskase Sales Corporation, the Lessor and General
Electric Capital Corporation (the "2000 Security Agreement") and
any security interest or mortgage created by or pursuant to any of
the foregoing or related documents, agreements and (ii) the
demolition, sale and/or other disposition of any property, plant or
equipment located in Bedford Park or Chicago, Illinois (other than
the Chicago Plant (and that portion of the Chicago Site to the
extent it is located thereunder)) and agrees to execute such
documents as are necessary to release such property, plant or
equipment from the 2000 Security Agreement and any security
interest created by or pursuant to the foregoing or any related
documents."
2. Effectiveness. This Amendment shall become effective as of the
date first above written when (i) the parties hereto shall have received
counterparts of this Amendment that, when taken together, bear the signatures
of the Lessee and the Owner Trustee.
3. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED BY ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one agreement. Delivery of an
executed signature page to this Amendment by facsimile transmission shall be
effective as delivery of a manually signed counterpart of this Amendment.
5. Integration. This Amendment represents the entire agreement of
the parties with respect to the subject matter hereof and there are no other
promises or representations, written or oral, by the parties relative to the
subject matter hereof not reflected or referred to herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their duly authorized officers, all as of the daze and
year first above written.
STATE STREET BANK AND TRUST
COMPANY, not in its individual capacity,
but solely as Owner Trustee
By: ------------------------------------
Name:
Title:
VISKASE CORPORATION
By: ------------------------------------
Name:
Title:
