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Exhibit 4.14
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of ______________ (this
"Supplemental Indenture"), between VISKASE COMPANIES, INC., a Delaware
corporation formerly known as Envirodyne Industries, Inc. (the "Company"), and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, N.A. (formerly Fleet
National Bank Connecticut and previously Shawmut Bank Connecticut, National
Association), as trustee (the "Trustee"), under the Indenture, dated as of June
20, 1995 and amended by the First Supplemental Indenture, dated as of October
13, 1995, the Second Supplemental Indenture, dated as of September 2, 1997, the
Third Supplemental Indenture, dated as of July 2, 1998, and the Fourth
Supplemental Indenture, dated as of October 26, 1998, between the Company and
the Trustee (the "Indenture").
WHEREAS, the Company has issued, the Trustee has authenticated and there
have been delivered pursuant to the Indenture $160,000,000 aggregate principal
amount of the Company's First Priority Senior Secured Notes due 2000 (the
"Securities"), $55,000,000 of which are currently outstanding;
WHEREAS, the Company desires, by this Supplemental Indenture to amend
certain minimum ratios in the Fixed Charge Coverage Ratio covenant set forth in
the Indenture and the minimum notice requirements with respect to an optional
redemption of the Securities (collectively, the "Amendment");
WHEREAS, Section 8.02 of the Indenture provides that the Company and the
Trustee may enter into a supplemental indenture, with the consent of the holders
of not less than a majority in aggregate principal amount of the then
outstanding Securities (as defined therein), for the purpose of changing any
provisions of the Indenture except as otherwise set forth therein;
WHEREAS, the holders of not less than a majority in principal amount of the
Securities outstanding, as of 5:00 p.m., New York City time, on March 10, 1999,
the record date for such purpose, have consented to the Amendment; and
WHEREAS, the Company is legally empowered and has been duly authorized by
the necessary corporate action to make, execute and deliver this Supplemental
Indenture, and all acts and things whatsoever necessary to make this
Supplemental Indenture, when executed and delivered by the Company and the
Trustee, a valid, binding and legal instrument have been taken.
NOW, THEREFORE, each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the holders of the Securities:
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ARTICLE 1
DEFINITIONS
All terms used in this Supplemental Indenture which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
ARTICLE 2
AMENDMENT OF INDENTURE
2.1 Section 4.01(b) of the Indenture is amended to delete the last two
entries in the schedule of "Ratios" and "Periods" contained in such section and
to replace such entries with the following two entries:
"1.35:1 March 27, 1998 through September 24, 1998
1.20:1 December 31, 1998 and thereafter."
2.2 Section 9.01(b)(iii) of the Indenture is amended by deleting such
section in its entirety and substituting in lieu thereof the following:
"(iii) The Company shall give notice to the Trustee by an
Officers' Certificate certifying resolutions of its Board of Directors
authorizing the Optional Redemption and that such redemption is being
made in accordance with this Indenture and the Securities. The Company
shall give such notice at least ten (10) days, but not more than sixty
(60) days before the Optional Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee)."
ARTICLE 3
MISCELLANEOUS
3.1 This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all of such counterparts shall together constitute one and the same
instrument.
3.2 The internal laws of the State of New York shall govern this
Supplemental Indenture without regard to principles of conflicts of law.
3.3 All provisions of this Supplemental Indenture shall be deemed to be
incorporated in, and made a part of, the Indenture; and the Indenture, as
amended and supplemented by this Supplemental Indenture, shall be read, taken
and construed as one and the same instrument.
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3.4 The provisions of the Indenture, as amended by Article 2 of this
Supplemental Indenture, shall be deemed effective for all purposes as of the
date hereof.
3.5 The recitals to this Supplemental Indenture shall not be construed as
representations of the Trustee and the Trustee makes no representation as to the
accuracy of such recitals.
IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
VISKASE COMPANIES, INC.
By:
Xxxxxx X. Xxxxxxx
Vice President, Chief Financial
Officer and Treasurer
Attest:
Xxxxxxx X. Xxxxxxxx
Vice President and Secretary
STATE STREET BANK AND
TRUST COMPANY OF CONNECTICUT, N.A.
By:
Name:
Title:
Attest:
By:
Name:
Title:
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