AGREEMENT AND WAIVER dated as of August 2, 2001 (this "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 Owner Trustee under the Trust Agreement
(the "Lessor"), relating to the Participation Agreement dated as of December
18, 1990 among Viskase Corporation, as Lessee; Viskase Companies, Inc.,
formerly known as Envirodyne Industries, Inc.; as Guarantor, General Electric
Capital Corporation, as Owner Participant; and State Street Bank and Trust
Company, as Owner Trustee and Successor Trustee to Fleet National Bank,
formerly known as Shawmut Bank Connecticut, National Association, formerly
known as The Connecticut National Bank, not in its individual capacity
(except as expressly provided therein) but solely as Owner Trustee under the
Trust Agreement (capitalized terms used herein and not defined have the
meanings assigned to such terms in the Lease Agreement).
Whereas, the Guarantor was obligated to maintain a Fixed Charge Coverage
Ratio under the Participation Agreement;
Whereas, the Guarantor is not in compliance with the Fixed Charge
Coverage Ratio; and
Whereas, the Guarantor has requested that the Owner Trustee waive such
non-compliance for the fiscal quarter ended June 30, 2001;
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:
SECTION 1. Representations and Warranties. The Guarantor represents
and warrants to the Lessor that after giving effect to this Agreement, no
Event of Default or Default has occurred and is continuing.
SECTION 2. Waiver. The Lessor hereby waives any Default or Event of
Default arising by virtue of the Guarantor's failure to meet the Fixed Charge
Coverage Ratio required under Section 5.09 of the Participation Agreement for
the fiscal quarter ending on June 30, 2001.
SECTION 3. Effectiveness and Termination. This Agreement shall become
effective as of the date first above written when the parties hereto shall
have received counterparts of this Agreement that, when taken together, bear
the signatures of the Guarantor and the Lessor.
SECTION 4. Expenses. The Guarantor agrees to reimburse the Owner
Participant and the Lessor for its out-of-pocket expenses in connection with
this Agreement.
SECTION 5. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Agreement 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 Agreement by facsimile transmission shall be
effective as delivery of a manually signed counterpart of this Agreement.
SECTION 7. Integration. This Agreement 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 Agreement to be
duly execute by their duly authorized officers, all as of the date and year
first above written.
STATE STREET BANK AND TRUST
COMPANY, as Owner Trustee,
By:
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Name:
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Title:
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VISKASE CORPORATION
By:
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Name: Xxxxxx X. Xxxxxxx
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Title: Vice President & CFO
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