The CIT Group/Business Credit, Inc.
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
June 13, 0000
Xxxxxx X. Xxxxxxx
Viskase Corporation
0000 Xxxx 00xx Xxxxxx
Xxxxxxx Xxxx, Xxxxxxxx 00000
Re: The CIT Group/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") and The CIT
Group/Business Credit, Inc., a New York corporation (in its
individual capacity, "CITBC"), as agent for 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, Agent and each of
the Lenders hereby (A) agree to forbear for 105 days from the date
hereof from exercising any remedies (including, but not limited to,
ceasing to make Revolving Loans and/or open Letters of Credit as
permitted upon the occurrence of an Event of Default by
Section 10.2 of the Agreement) 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 Agent
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 Agent while the aforesaid forbearance period is in force and
effect, such Event of Default regarding such audited financial
statements shall be deemed waived by Agent and each of the
Lenders), and (iii) under Section 10.1(j)(i) 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 granting the subordinated security interests in the
Collateral to Lessor, pursuant to security documentation and a
subordination agreement in form and substance (and containing
subordination terms) acceptable to Agent; provided, however, that
the foregoing waiver and forbearance is subject to and conditioned
upon:
(i) the forbearance by the Lessor or General Electric
Capital Corporation ("GECC") 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 and the Subordinating Creditors attached hereto as
Exhibit A (the "GECC Forbearance Letter"), received on the date of
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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) Agent and the
Lenders shall have all of the remedies upon an Event of Default set
forth in SECTION 10 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); and
(ii) Lessor and Agent, and Lessor and each Subordinating
Creditor, 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 Agent 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) Agent and Lenders shall have
all of the remedies upon an Event of Default set forth in
Section 10 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 further force and
effect); and
(iii) 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 Term
Financiers Loan Documents and the X.X. Xxxxx Loan Documents between
the Companies and each of the Subordinating Creditors, as
applicable, pursuant to executed letter agreements attached as
Exhibits B and C, respectively, hereto (it being understood that if
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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) Agent
and the Lenders shall have all of the remedies upon an Event of
Default set forth in SECTION 10 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 Agent and 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 Viskase and the Lessor by further
written amendment or (ii) under Section 10.1(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) Agent and Lenders shall have all
of the remedies upon an Event of Default set forth in SECTION 10 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 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)
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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 Agent or any Lender to declare an Event of Default under
or otherwise enforce the terms of the Agreement.
In consideration of Agent and each of the Lender's agreement
to the forbearance and waiver set forth herein, the Companies
hereby agree to pay a fee in the amount of $1,200,000 which shall
be fully earned upon execution of this letter agreement and payable
and distributed as follows:
(i) $500,000 due and payable on Monday, June 5, 2000;
$250,000 of which shall be for the sole account of the Agent and
the remaining $250,000 will be allocated among the Lenders in
accordance with their pro-rata shares of the loans under the
Agreement;
(ii) $450,000 due and payable upon the earlier of
(a) June 30, 2000 and (b) the closing of the sale of the Film
Business; $200,000 of which shall be for the sole account of the
Agent and the remaining $250,000 will be allocated among the
Lenders in accordance with their pro-rata shares of the loans under
the Agreement; and
(iii) $250,000 due and payable upon the earlier of (a)
August 1, 2000 and (b) the closing of the sale of the Film
Business, allocated among the Lenders in accordance with their pro-
rata shares of the loans under the Agreement.
By virtue of this letter agreement, Agent and Lenders agree,
upon delivery of an executed purchase agreement with respect to the
sale of the Film Business (in form and substance satisfactory to
Required Lenders) and subject to no additional Events of Default
occurring after the date of this letter agreement, to make
"overadvances" under the Revolving Line of Credit up to $2,000,000
at any one time outstanding, which overadvances shall be repaid in
full, plus accrued and unpaid interest, upon the earlier of
(a) ninety (90) days from the date of the funding of the initial
overadvance, (b) the closing of the sale of the Film Business, (c)
the date upon which the forbearance evidenced by this letter
agreement is terminated or withdrawn for any reason and, (d) the
date upon which the purchase agreement for the sale of the Film
Business referenced above is terminated, withdrawn or expires for
any reason. The failure of the Companies to timely repay such
"overadvances" shall be deemed an Event of Default and Agent and
the Lenders shall have all of the remedies upon an Event of Default
set forth in SECTION 10 of the Financing Agreement and in the other
Loan Documents. Agent and Lenders agree that no further
"overadvances" will be made to the Companies during the
effectiveness of the forbearance described in this letter
agreement.
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. Any agreements or waivers made by the
Lenders hereunder shall be deemed binding and effective as to all
Lenders by virtue of the approval thereof by the Required Lenders.
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,
THE CIT GROUP/BUSINESS CREDIT, INC.,
for itself and as Agent
on behalf of the Lenders
By:
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Name:
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Title:
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VISKASE SALES CORPORATION
By:
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Its:
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COMPANIES:
VISKASE CORPORATION
By:
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Its:
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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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ACKNOWLEDGED AND AGREED:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender
By:
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Its:
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Lenders: GMAC COMMERCIAL CREDIT
LLC, as a Lender
By:
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Its:
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GMAC BUSINESS CREDIT LLC, as a Lender
By:
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Its:
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TRANSAMERICA BUSINESS CREDIT CORPORATION, as a Lender
By:
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Its:
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