FIRST AMENDMENT
TO
INTERCREDITOR
AGREEMENT
This First Amendment to Intercreditor Agreement
(this “ Amendment ”), dated as of November 7,
2006, is made by and among WELLS FARGO FOOTHILL, INC., a California
corporation (together with its successors and assigns, the “
Lender ”) under and pursuant to the Loan Agreement,
LASALLE BANK NATIONAL ASSOCIATION (“ LaSalle ”),
solely in its capacity as Collateral Agent (together with its
successors and assigns, “ Collateral Agent ”)
under the Noteholder Documents, VISKASE COMPANIES, INC., a Delaware
corporation (the “ Borrower ”) and those
subsidiaries of the Borrower hereafter party hereto (the “
Subsidiaries ,” and together with the Borrower, each,
individually, a “ Credit Party ,” and
collectively, the “ Credit Parties ”), and
amends that certain Intercreditor Agreement, dated as of June 29,
2004, by and among the Lender, the Collateral Agent and the
Borrower (the “ Original Intercreditor Agreement
”). Terms capitalized herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Original
Intercreditor Agreement.
WHEREAS , the parties hereto desire to amend certain of
the terms and provisions of the Original Increditor Agreement as
provided herein.
NOW, THEREFORE , in consideration of the premises herein
contained, and for other good and valuable consideration (the
receipt, sufficiency and adequacy of which are hereby
acknowledged), the parties hereto (intending to be legally bound)
hereby agree as follows:
1.
Amendments to Original Intercreditor Agreement . Subject to
the terms and conditions contained herein, the parties hereto
hereby amend the Original Intercreditor Agreement as
follows:
(a) The
definition of “ Maximum Lender Priority Debt Amount
” in Se
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