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"), the financial
institutions that are or may from time to time become parties
thereto (together with their respective successors and assigns, the
"Lenders"). Terms not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement.
Pursuant to the request of the Companies, each of the
Lenders hereby (A) agree 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
Lenders 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 Lenders 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 Lenders)
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 Lenders; 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, X. X. Xxxxx and the Lenders 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
Lenders shall have all of the remedies upon an Event of Default set
forth in SECTION 8 of the Financing Agreement and in the other Loan
Documents, and (c) the forbearance granted by the Lenders shall
automatically terminate and be of no force and effect);
Lessor and the Lenders, Lessor and CITBC, and Lessor and
X.X. Xxxxx, 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 Lenders 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) Lenders 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 Lenders 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 X.X. Xxxxx 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) Lenders shall
have all of the remedies upon an Event of Default set forth in
SECTION 8 of the Financing Agreement and in the other Loan
Documents, and (c) the forbearance granted by Agent and the Lenders
shall automatically terminate and be of no force and effect).
The Lenders hereby waive 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) Lenders 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 Lenders 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 any 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 $300,000 (the "Fee") to the Lenders which
shall be fully earned and payable upon execution of this letter
agreement. Notwithstanding anything herein to the contrary, this
letter agreement shall only become effective upon receipt of the
Fee by the Lenders, and shall be of no force and effect until such
time.
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.
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,
GENERAL MOTORS EMPLOYEE
GLOBAL GROUP PENSION TRUST
By: Magten Asset Management Corp.,
as its attorney-in-fact
By:______________________
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Name: Xxxxxx Xxxxxxx
Its: Managing Director
DEPARTMENT OF PENSIONS ! CITY OF LOS ANGELES
By: Magten Asset Management Corp.,
as its attorney-in-fact
By:____________________
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Name: Xxxxxx Xxxxxxx
Its: Managing Director
NAVY EXCHANGE SERVICE COMMAND
RETIREMENT TRUST
By: Magten Asset Management Corp.,
as its attorney-in-fact
By:_______________________
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Name: Xxxxxx Xxxxxxx
Its: Managing Director
FIRST DATA CORPORATION MASTER RETIREMENT TRUST
By: Magten Asset Management Corp.,
as its attorney-in-fact
By:_______________________
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Name: Xxxxxx Xxxxxxx
Its: Managing Director
RAYTHEON CO. MASTER PENSION TRUST
By:
By:____________________________
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Name:
Its:
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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