General Electric Capital Corporation
June 13, 2000
Letter Agreement
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Gentlemen:
Viskase Corporation, a Pennsylvania corporation
("Lessee"), has entered into (i) a Financing Agreement dated as of
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June 14, 1999, among The CIT Group/Business Credit, Inc., the
lenders party thereto and the Lessee and Viskase Sales Corporation
(collectively, the Lessee and Viskase Sales Corporation,
"Viskase"), (ii) a Financing Agreement dated as of June 14, 1999,
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among D.P. Kelly & Associates, L.P., and Viskase and (iii) a
Financing Agreement dated as of June 14, 1999, among the lenders
party thereto and Viskase (each of the foregoing Financing
Agreements and the other agreements relating to such financings
collectively, the "Financing Agreements" and each of the lenders in
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each of the Financing Agreements collectively, the "Lenders").
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General Electric Capital Corporation ("GE"), acting through the
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Owner Trustee, State Street Bank and Trust Company, a Massachusetts
trust company, has entered into a Lease Agreement dated as of
December 18, 1990, with Lessee (the Lease Agreement, together with
the other agreements relating to such lease financing, the "Lease
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Agreements"). This letter agreement (this "Agreement") will
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confirm our agreement with respect to the following matters
relating to the Financing Agreements and the Lease Agreements:
1. Lenders agree that they will forbear for 105 days
from the date hereof from exercising any remedies or accelerating
any obligations under the Financing Agreements arising in respect
of any events of default existing on the date hereof, or any events
of default occurring after the date hereof solely in respect of
defaults that existed on or prior to the date hereof.
2. GE agrees that it will forbear for 105 days from
the date hereof from exercising any remedies or accelerating any
obligations under the Lease Agreements arising in respect of any
events of default existing on the date hereof, or any events of
default occurring after the date hereof solely in respect of
defaults that existed on or prior to the date hereof; provided,
such requirement will terminate upon the occurrence of either (i)
Viskase refusing to grant the security interest referred to in
Paragraph 4 below within 5 days of the date hereof or (ii) the
rental obligation of Viskase due to the Lessor (as defined in the
Lease Agreement) on June 30, 2000, having not been made, unless the
specialty plastic films business has not been sold and no lender
willing to make the Loan (as defined below) has been found. GE
agrees to cause the Owner Trustee to comply with this letter
agreement and to be liable and responsible for any actions taken by
the Owner Trustee in violation of this letter agreement.
3. Lenders hereby agree to consent under the
Financing Agreements to the incurrence of additional unsecured
indebtedness by Viskase in the amount of $23,499,190 on or prior to
June 30, 2000 (the "Loan"), and to consent to the proceeds of such
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indebtedness being used to pay the rental obligation of Viskase due
to the Owner Trustee on June 30, 2000.
4. Lenders hereby agree to consent to the granting of
subordinated security interests in the Collateral (as such term is
defined in each of the Financing Agreements), pursuant to security
documentation in substantially the form executed in connection with
the Financing Agreements, as security for the obligations of the
Lessee to the Owner Trustee or GE under the Lease Agreements, such
security interests to be subordinated to the existing security
interests for the benefit of each of the Lenders in the Financing
Agreements pursuant to a subordination agreement mutually
acceptable to the Lenders and GE which would be entered into and
become effective prior to the granting of such security interests.
Notwithstanding anything herein to the contrary, GE, on behalf of
the Owner Trustee, and Viskase agree that: (i) no security interest
of any kind whatsoever shall in any way be granted or deemed to
have been granted to the Owner Trustee until such subordination
agreements are entered into and become effective; (ii) the Lenders'
consent hereunder to the granting of such a subordinated security
interest is only effective upon such subordination agreements
having been entered into and becoming effective; and (iii) any
purported grant of a security interest to Owner Trustee prior to
the effectiveness of such subordination agreements shall be void
and of no force and effect.
5. This Agreement will be governed by New York law.
This Agreement may be executed in one or more counterparts.
Very truly yours,
GENERAL ELECTRIC CAPITAL CORPORATION,
on behalf of the Owner Trustee
By:
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Name:
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Its:
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Accepted and Agreed
by each of the Lenders:
THE CIT GROUP/BUSINESS CREDIT,
INC., as Agent
By:
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Name:
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Its:
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GENERAL MOTORS EMPLOYEE
GLOBAL GROUP PENSION TRUST
By: Magten Asset Management Corp.,
as its attorney-in-fact
By:
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Name: Robert Capozzi
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: Robert Capozzi
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: Robert Capozzi
Its: Managing Director
RAYTHEON CO. MASTER PENSION TRUST
By:
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Name:
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Its:
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FIRST DATA CORPORATION MASTER
RETIREMENT TRUST
By: Magten Asset Management Corp.,
as its attorney-in-fact
By:
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Name: Robert Capozzi
Its: Managing Director
D.P. KELLY & ASSOCIATES, L.P.,
a Delaware limited partnership
By: C&G Management Company, Inc.,
a Delaware corporation, its general partner
By:
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Name: Mr. Stephen M. Schuster
Its: Vice President
