VKSC / Viskase Companies, Inc. - SEC-arkiveringer, Årsrapport, Fullmaktsdokument

VKSC / Viskase Companies, Inc. PART II

PART II INFORMATION TO BE INCLUDED IN REPORT Item 1. BUSINESS General Viskase Companies, Inc. is a Delaware corporation organized in 1970. As used herein, Viskase Companies, Inc. and its subsidiaries are referred to as “Viskase” or the “Company,” as well as “we,” “us” and “our”. The Company operates in the casing product segment of the food industry. Viskase is a worldwide leader in the production

VKSC / Viskase Companies, Inc. ESP

November 20, 2017 VIA EDGAR SUBMISSION Jay Ingram Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VISKASE COMPANIES, INC.

Exhibit 2.1.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VISKASE COMPANIES, INC. Viskase Companies, Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The name of the Corporation is Viskase Companies, Inc. SECOND: This Certificate of Amendment amends the

Preliminary Offering Circular: November 17, 2017

Table of Contents Preliminary Offering Circular: November 17, 2017 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Exhibit 11.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated March 31, 2017 (except for Note 13, as to which the date is November 3, 2017), with respect to the consolidated financial statements of Viskase Companies Inc. and subsidiaries contained in the Offering Statement filed by Viskase Companies Inc. and subsidiaries under Regulation A of the Securities Act o

VKSC / Viskase Companies, Inc. ESP

CORRESP 1 filename1.htm November 17, 2017 VIA HAND DELIVERY AND EDGAR SUBMISSION Jay Ingram Ameen Hamady, Staff Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3561 Re: Viskase Companies, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed November 3, 2017 File No. 024-10744 Dear Mr. Ingram: This letter sets forth the r

VKSC / Viskase Companies, Inc. ESP

November 3, 2017 VIA HAND DELIVERY AND EDGAR SUBMISSION Jay Ingram Ameen Hamady, Staff Accountant Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

FORM OF LETTER TO BENEFICIAL OWNERS VISKASE COMPANIES, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Viskase Companies, Inc.

Exhibit 15.3 FORM OF LETTER TO BENEFICIAL OWNERS VISKASE COMPANIES, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Viskase Companies, Inc. November , 2017 To Brokers, Dealers, Banks and Other Nominees: This letter is being distributed by Viskase Companies, Inc. (the ?Company?) to brokers, dealers, banks and other n

Preliminary Offering Circular: November 3, 2017

Table of Contents Preliminary Offering Circular: November 3, 2017 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

FORM OF BENEFICIAL HOLDER ELECTION FORM VISKASE COMPANIES, INC.

Exhibit 15.5 FORM OF BENEFICIAL HOLDER ELECTION FORM VISKASE COMPANIES, INC. The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the rights offering (the ?Rights Offering?) by Viskase Companies, Inc. (the ?Company?) of non-transferable subscription rights (the ?Rights?) to purchase shares of common stock, par value $0.01 per share (?Comm

FORM OF NOMINEE HOLDER CERTIFICATION VISKASE COMPANIES, INC.

Exhibit 15.6 FORM OF NOMINEE HOLDER CERTIFICATION VISKASE COMPANIES, INC. The undersigned, a broker, custodian bank, trustee, depository or other nominee holder of non-transferable subscription rights (the ?Rights?) to purchase shares of common stock, par value $0.01 per share (?Common Stock?) of Viskase Companies, Inc. (the ?Company?) pursuant to the rights offering (the ?Rights Offering?) descri

FORM OF LETTER TO STOCKHOLDERS VISKASE COMPANIES, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Viskase Companies, Inc.

Exhibit 15.2 FORM OF LETTER TO STOCKHOLDERS VISKASE COMPANIES, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Viskase Companies, Inc. November , 2017 Dear Stockholder: This letter is being distributed by Viskase Companies, Inc. (the ?Company?) to all holders of record of shares of its common stock, par value $0.01

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S OFFERING CIRCULAR DATED , 2017 (THE “OFFERING CIRCULAR”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE OFFERING CIRCULAR ARE AVAILABLE UPON REQUEST FROM THE COMP

Exhibit 4.1 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY?S OFFERING CIRCULAR DATED , 2017 (THE ?OFFERING CIRCULAR?) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE OFFERING CIRCULAR ARE AVAILABLE UPON REQUEST FROM THE COMPANY. VISKASE COMPANIES, INC. Incorporated under the laws of the State of Delaware NON-TRANSFERABLE

FORM OF INSTRUCTIONS AS TO USE OF VISKASE COMPANIES, INC. RIGHTS CERTIFICATES

Exhibit 15.1 FORM OF INSTRUCTIONS AS TO USE OF VISKASE COMPANIES, INC. RIGHTS CERTIFICATES The following instructions relate to a rights offering (the ?Rights Offering?) by Viskase Companies, Inc., a Delaware corporation (the ?Company?), to the holders of record of shares of its common stock, par value $0.01 per share (?Common Stock?), as described in the Company?s Offering Circular dated November

CHICAGO LONDON LOS ANGELES NEW YORK WASHINGTON, DC

Exhibit 12.1 CHICAGO LONDON LOS ANGELES NEW YORK WASHINGTON, DC November 3, 2017 Viskase Companies, Inc. 333 E. Butterfield Road, Suite 400 Lombard, IL 60148 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as special counsel to Viskase Companies, Inc. (the ?Company?) in connection with the Offering Statement on Form 1-A (as amended or supplemented from time to time, the ?Off

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Exhibit 11.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated March 31, 2017 (except for Note 13, as to which the date is November 3, 2017), with respect to the consolidated financial statements of Viskase Companies Inc. and subsidiaries contained in the Offering Statement filed by Viskase Companies Inc. and subsidiaries under Regulation A of the Securities Act o

FORM OF LETTER TO CLIENTS VISKASE COMPANIES, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Viskase Companies, Inc.

Exhibit 15.4 FORM OF LETTER TO CLIENTS VISKASE COMPANIES, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Viskase Companies, Inc. November , 2017 To Our Clients: This letter is being distributed to our clients who are holders of shares of common stock, par value $0.01 per share (?Common Stock?) of Viskase Companies,

AMENDED AND RESTATED BYLAWS VISKASE COMPANIES, INC. (hereinafter called the “Corporation”) (As amended and restated through August 10, 2017) ARTICLE I OFFICES

Exhibit 2.2 AMENDED AND RESTATED BYLAWS OF VISKASE COMPANIES, INC. (hereinafter called the ?Corporation?) (As amended and restated through August 10, 2017) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other

i

Exhibit 6.7 VISKASE COMPANIES, INC. 2012 LONG-TERM PERFORMANCE PLAN Originally Adopted on June 15, 2012 Amended on March 10, 2017 TABLE OF CONTENTS 1. PURPOSE OF THE PLAN 1 2. DEFINITIONS 1 (a) ?Award Agreement? 1 (b) ?Beneficial Owner? 1 (c) ?Board of Directors? 1 (d) ?Breach of Conduct? 1 (e) ?Cause? 2 (f) ?Change in Control? 2 (g) ?Code? 2 (h) ?Committee? 2 (i) ?Company? 2 (j) ?Disability? 2 (k

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 6.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this ?Agreement?) by and between Viskase Companies, Inc., a Delaware corporation (the ?Company?) and Mr. Thomas Davis (the ?Employee?), is dated as of December 30, 2016 (this ?Agreement?). This Agreement amends and restates the Amended and Restated Employment Agreement, dated as of December 26, 20

CREDIT AGREEMENT Dated as of January 30, 2014 VISKASE COMPANIES, INC., as the Borrower, THE LENDERS PARTY HERETO, UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent UBS SECURITIES LLC, as Sole Bookrunner and Sole Lead Arranger

Exhibit 6.1 Execution Version CREDIT AGREEMENT Dated as of January 30, 2014 among VISKASE COMPANIES, INC., as the Borrower, THE LENDERS PARTY HERETO, and UBS AG, STAMFORD BRANCH, as Administrative Agent and Collateral Agent UBS SECURITIES LLC, as Sole Bookrunner and Sole Lead Arranger ARTICLE I. Definitions 1 1.01 Defined Terms 1 1.02 Terms Generally 39 ARTICLE II. The Credits 40 2.01 Initial Term

VISKASE COMPANIES, INC. STOCK OPTION AGREEMENT

Exhibit 6.4 VISKASE COMPANIES, INC. STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the ?Agreement?) is made by and between Viskase Companies, Inc., a Delaware corporation (the ?Company?), and Michael D. Schenker, an officer or employee of the Company or a subsidiary of the Company (the ?Participant?) effective as of April 16, 2013. In consideration of the mutual covenants herein contained and

VISKASE COMPANIES, INC. AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT

Exhibit 6.5 VISKASE COMPANIES, INC. AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT THIS AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (this ?Amendment?) is made by and between Viskase Companies, Inc., a Delaware corporation (the ?Company?), and Michael D. Schenker, an officer or employee of the Company or a subsidiary of the Company (the ?Participant?) effective as of January 1, 2016, and amends the Stock

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Exhibit 11.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated March 31, 2017, with respect to the consolidated financial statements of Viskase Companies Inc. and subsidiaries contained in the Offering Statement filed by Viskase Companies Inc. and subsidiaries under Regulation A of the Securities Act of 1933. We consent to the use of the aforementioned reporting i

to Offer Letter dated March 22, 2016 from Viskase Companies, Inc. (“Company”) to Michael Schenker (“Employee”)

Exhibit 6.10 March 22, 2016 Michael Schenker Dear Mike: On behalf of Viskase Companies, Inc. (?Company?), I am pleased to present you with the following offer, which supersedes your contract dated April 1, 2013, effective January 1, 2016: Title: Executive Vice President, General Counsel, Chief Administration Officer & Secretary Reporting to: Thomas D. Davis, Chairman, President, & CEO Compensation

20[ ] VISKASE COMPANIES, INC. PERFORMANCE AWARD AGREEMENT

Exhibit 6.8 20[ ] VISKASE COMPANIES, INC. PERFORMANCE AWARD AGREEMENT THIS PERFORMANCE AWARD AGREEMENT (the ?Agreement?) is made by and between Viskase Companies, Inc., a Delaware corporation (the ?Company?), and [Name], an officer or employee of the Company or a subsidiary of the Company (the ?Participant?) effective as of January 1, 20[ ]. In consideration of the mutual covenants herein containe

VISKASE COMPANIES, INC. 2005 STOCK OPTION PLAN JANUARY 13, 2005 (AS AMENDED AS OF SEPTEMBER 7, 2010)

Exhibit 6.2 VISKASE COMPANIES, INC. 2005 STOCK OPTION PLAN JANUARY 13, 2005 (AS AMENDED AS OF SEPTEMBER 7, 2010) TABLE OF CONTENTS 1. PURPOSE OF THE PLAN 1 2. DEFINITIONS 1 (a) ?Board of Directors? 1 (b) ?Cashless Exercise Ratio? 1 (c) ?Cause? 1 (d) ?Code? 1 (e) ?Committee? 1 (f) ?Common Stock? 1 (g) ?Company? 2 (h) ?Daily Share Price? 2 (i) ?Disability? 2 (j) ?Exchange Act? 2 (k) ?Fair Market Val

2017 VISKASE COMPANIES, INC. Executive Incentive Plan for Fiscal Year 2017

Exhibit 6.6 2017 VISKASE COMPANIES, INC. Executive Incentive Plan for Fiscal Year 2017 I. PURPOSE The Viskase Companies, Inc. Executive Incentive Plan (the “Plan”) has been established for Fiscal Year 2017 for those Participants defined under Section III below. The purpose of this Plan is to provide additional compensation to Participants for their contribution to the achievement of the objectives

VISKASE COMPANIES, INC. STOCK OPTION AGREEMENT

Exhibit 6.3 EXECUTION COPY VISKASE COMPANIES, INC. STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (the ?Agreement?) is made by and between Viskase Companies, Inc., a Delaware corporation (the ?Company?), and Mr. Thomas Davis, an officer or employee of the Company or a subsidiary of the Company (the ?Participant?) effective as of December 30, 2016. Whereas, the Company and the Participant enter

2

Exhibit 6.11 January 26, 2016 Newton R. Martins Dear Newton: On behalf of Viskase Companies, Inc. (?Company?), I am pleased to present you with the following job offer: Title: General Manager, North America Reporting to: Thomas D. Davis, Chairman, CEO & President Start Date: February 1, 2016 Compensation: Your compensation per semi-monthly pay period will be $9,791.67 (less any applicable taxes an

Preliminary Offering Circular: September 22, 2017

Table of Contents Preliminary Offering Circular: September 22, 2017 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 form10-k.htm VISKASE COMPANIES 10-K 12-31-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

Subsidiaries of the Viskase Companies, Inc.

EX-21.1 2 ex211.htm EXHIBIT 21.1 EXHIBIT 21.1 Subsidiaries of the Viskase Companies, Inc. The Company has the following subsidiaries, each of which is wholly owned by the Company or by a wholly-owned subsidiary of the Company. Indented names are subsidiaries of the company under which they are indented. WSC Corp. (Delaware) Viskase Films, Inc. (Delaware) Viskase Canada Inc. (Ontario) Viskase Brasi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2006 o T

NT 10-K 1 c13808nt10vk.htm FORM 12B-25 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 0-5485 CUSIP NUMBER 92831R-20-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-5485 Viskase Companies, Inc. (Exact name of registrant as specified in its

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2007 VISKASE COMPANIES, INC.

SEPARATION AGREEMENT

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION AGREEMENT Date: January 15, 2007 Prepared for: Gordon S. Donovan 617 South Middleton Palatine, Illinois 60067 (847) 991-0436 Service Date: September 21, 1987 Last Day Worked: January 31, 2007 This Separation Agreement (the “Agreement”) is hereby entered into accordance with the terms of the Severance Benefit Agreement between Viskase Compani

Common Stock, par value $0.01 per share Rights to Purchase up to 12,307,692 Shares of Common Stock at $1.95 per Share

Filed Pursuant to Rule 424(b)(3) File Number: 333-139145 PROSPECTUS Common Stock, par value $0.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm VISKASE 8K 12-28-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2006 VISKASE COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 3089 95-2677354 (State or other jurisdic

VISKASE COMPANIES, INC. December 27, 2006

CORRESP 1 filename1.htm VISKASE COMPANIES, INC. December 27, 2006 VIA FACSIMILE AND EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jennifer R. Hardy Re: Viskase Companies, Inc. Registration Statement on Form S-1 File No. 333-139145 Ladies and Gentlemen: Viskase Companies, Inc. (“Viskase”), pursuant to Rule

FORM OF INSTRUCTIONS AS TO USE OF VISKASE COMPANIES, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE SUBSCRIPTION AGENT, THE COMPANY, OR YOUR BANK OR BROKER AS TO ANY QUESTIONS

EX-99.1 5 c08140a1exv99w1.htm FORM OF INSTRUCTIONS FOR USE OF SUBSCRIPTION RIGHTS CERTIFICATES EXHIBIT 99.1 FORM OF INSTRUCTIONS AS TO USE OF VISKASE COMPANIES, INC. SUBSCRIPTION RIGHTS CERTIFICATES CONSULT THE SUBSCRIPTION AGENT, THE COMPANY, OR YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by Viskase Companies, Inc., a Dela

FORM OF LETTER VISKASE COMPANIES, INC. 12,307,692 Shares of Common Stock Offered Pursuant to 12,307,692 Subscription Rights Distributed to Stockholders of Viskase Companies, Inc.

EX-99.4 8 c08140a1exv99w4.htm FORM OF LETTER TO STOCKHOLDERS WHO ARE BENEFICIAL HOLDERS EXHIBIT 99.4 FORM OF LETTER VISKASE COMPANIES, INC. 12,307,692 Shares of Common Stock Offered Pursuant to 12,307,692 Subscription Rights Distributed to Stockholders of Viskase Companies, Inc. To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securit

NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY VISKASE COMPANIES, INC.

EX-99.2 6 c08140a1exv99w2.htm FORM OF NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION RIGHTS EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY VISKASE COMPANIES, INC. This form, or one substantially equivalent hereto, must be used to exercise Subscription Rights pursuant to the Rights Offering described in the prospectus dated , 2006 (the “Prospectus”) of Vis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-5485 VISKASE C

As filed with the Securities and Exchange Commission on December 22, 2006

As filed with the Securities and Exchange Commission on December 22, 2006 Registration No.

EX-4.1

. . . Exhibit 4.1 Rights Certificate No. : THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S NUMBER OF RIGHTS: R: PROSPECTUS DATED , 200 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, THE SUBSCRIPTION AGENT. VISKASE COMPANIES, INC. INCORPORATED UNDER THE LAWS

FORM OF LETTER VISKASE COMPANIES, INC. 12,307,692 Shares of Common Stock Offered Pursuant to 12,307,692 Subscription Rights Distributed to Stockholders of Viskase Companies, Inc.

EX-99.5 9 c08140a1exv99w5.htm FORM OF LETTER TO CLIENTS EXHIBIT 99.5 FORM OF LETTER VISKASE COMPANIES, INC. 12,307,692 Shares of Common Stock Offered Pursuant to 12,307,692 Subscription Rights Distributed to Stockholders of Viskase Companies, Inc. , 2006 To Our Clients: Enclosed for your consideration are a prospectus, dated , 2006 (the “Prospectus”), and the “Instructions as to Use of Viskase Com

CORRESP

VISKASE COMPANIES, INC. 8205 South Cass Avenue, Suite 115 Darien, IL 60561 December 22, 2006 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, DC 20002 Attention: Jennifer R. Hardy Re: Viskase Companies, Inc. Registration Statement on Form S-1 (File No. 333-139145) Annual Report on Form 10-K (File No. 000-05

FORM OF LETTER VISKASE COMPANIES, INC. 12,307,692 Shares of Common Stock Offered Pursuant to 12,307,692 Subscription Rights Distributed to Stockholders of Viskase Companies, Inc.

EX-99.3 7 c08140a1exv99w3.htm FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS EXHIBIT 99.3 FORM OF LETTER VISKASE COMPANIES, INC. 12,307,692 Shares of Common Stock Offered Pursuant to 12,307,692 Subscription Rights Distributed to Stockholders of Viskase Companies, Inc. , 2006 Dear Stockholder: This notice is being distributed by Viskase Companies, Inc. (“Viskase”) to all holders of record of

As filed with the Securities and Exchange Commission on December 6, 2006

As filed with the Securities and Exchange Commission on December 6, 2006 Registration No.

VISKASE COMPANIES, INC. 8205 South Cass Avenue Suite 115 Darien, Illinois 60561 December 6, 2006

VISKASE COMPANIES, INC. 8205 South Cass Avenue Suite 115 Darien, Illinois 60561 December 6, 2006 Via Edgar U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-4561 Attention: Mr. Edward M. Kelly Mail Stop 0510 Room 5215 RE: VISKASE COMPANIES, INC. FORM S?1 (REGISTRATION NO 333-121674) FORM RW?APPLICATION FOR WITHDRAWAL Ladies and Gentlemen: Viskase Companies, Inc., a De

VISKASE COMPANIES, INC. 8205 South Cass Avenue Suite 115 Darien, Illinois 60561 November 30, 2006

VISKASE COMPANIES, INC. 8205 South Cass Avenue Suite 115 Darien, Illinois 60561 November 30, 2006 Via Edgar U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-4561 Attention: Mr. Edward M. Kelly Mail Stop 0510 Room 5215 RE: VISKASE COMPANIES, INC. FORM S?1 (REGISTRATION NO 333-121674) FORM RW?APPLICATION FOR WITHDRAWAL Ladies and Gentlemen: Viskase Companies, Inc., a D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended September 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-5485 VISKASE COMPANIES, INC

FIRST AMENDMENT TO INTERCREDITOR AGREEMENT

EX-10.4 8 ex104.htm EXHIBIT 10.4 Exhibit 10.4 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 (“LaSa

CERTIFICATE OF DESIGNATIONS SERIES A PREFERRED STOCK VISKASE COMPANIES, INC. PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

EX-3.1 2 ex31.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A PREFERRED STOCK OF VISKASE COMPANIES, INC. PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Viskase Companies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that, in accordance

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2006 VISKASE COMPANIES, INC.

VISKASE COMPANIES, INC. REGISTRATION RIGHTS AGREEMENT

EX-10.2 6 ex102.htm EXHIBIT 10.2 Exhibit 10.2 VISKASE COMPANIES, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 7, 2006 is made and entered into by and between VISKASE COMPANIES, INC., a Delaware corporation (the “Company”) and the persons identified on Schedule I hereto (each, an “Investor” and collectively, the “Investors”). Capitali

FIRST SUPPLEMENTAL INDENTURE

EX-4.1 4 ex41.htm EXHIBIT 4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 7, 2006, is entered into by and between Viskase Companies, Inc., a Delaware corporation (the “Company”), and LaSalle Bank National Association, as trustee and collateral agent (“Trustee”). Capitalized terms used but not otherwise defin

CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

EX-10.5 9 ex105.htm EXHIBIT 10.5 Exhibit 10.5 CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Consent and Second Amendment to Loan and Security Agreement (this "Amendment"), dated as of November 7, 2006, is by and between VISKASE COMPANIES, INC., a Delaware corporation (the "Borrower"), and WELLS FARGO FOOTHILL, INC., a California corporation (the "Lender"). R E C I T A L S A. The

AMENDED AND RESTATED BYLAWS VISKASE COMPANIES, INC. (hereinafter called the “Corporation”) (As amended and restated through November 8, 2006) ARTICLE I

EX-3.2 3 ex32.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VISKASE COMPANIES, INC. (hereinafter called the “Corporation”) (As amended and restated through November 8, 2006) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware. Section 2. Other Offices. The Corporation may also have of

FIRST AMENDMENT TO SECURITY AGREEMENT

EX-10.3 7 ex103.htm EXHIBIT 10.3 Exhibit 10.3 FIRST AMENDMENT TO SECURITY AGREEMENT This First Amendment to Security Agreement (this “Amendment”), dated as of November 7, 2006, is made by and between VISKASE COMPANIES, INC., a Delaware corporation (the “Company”), and each of its Domestic Restricted Subsidiaries hereafter party hereto (such Subsidiaries, together with Company, each a “Debtor” and,

VISKASE COMPANIES, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT November 7, 2006 TABLE OF CONTENTS

EX-10.1 5 ex101.htm EXHIBIT 10.1 Exhibit 10.1 VISKASE COMPANIES, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT November 7, 2006 TABLE OF CONTENTS Page 1. Purchase and Sale of Stock. 1 1.1 Sale and Issuance of Series A Preferred Stock. 1 1.2 Closing. 1 2. Option. 2 2.1 General. 2 2.2 Notice 2 2.3 Exercise 2 3. Representations and Warranties of the Company 3 3.1 Organization, Good Standing and Qu

VISKASE COMPANIES, INC. ANNOUNCES EXECUTION OF EQUITY FINANCING AGREEMENTS

Exhibit 99.1 For additional information contact: G.S. Donovan (630) 874-0719 VISKASE COMPANIES, INC. ANNOUNCES EXECUTION OF EQUITY FINANCING AGREEMENTS DARIEN, ILLINOIS, November 8, 2006 - Viskase Companies, Inc. (VKSC) today announced that it has entered into definitive agreements with three of its current stockholders with respect to the private placement of $24 million of newly issued shares of

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2006 VISKASE COMPANIES, INC.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2006 VISKASE COMPANIES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal quarter ended June 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-5485 VISKASE COMPANIES, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2006 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-5485 VISKASE COMPANIES, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-5485 VISKASE COMPANIES, INC. (Exac

Subsidiaries of the Viskase Companies, Inc.

EX-21.1 2 ex211.htm EXHIBIT 21.1 EXHIBIT 21.1 Subsidiaries of the Viskase Companies, Inc. The Company has the following subsidiaries, each of which is wholly owned by the Company or by a wholly-owned subsidiary of the Company. Indented names are subsidiaries of the company under which they are indented. WSC Corp. (Delaware) Viskase Films, Inc. (Delaware) Viskase Canada Inc. (Ontario) Viskase Brasi

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

EX-10.2 3 ex102.htm EXHIBIT 10.2 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment Loan and Security Agreement (this “Amendment”), dated as of March 28, 2006, is by and between VISKASE COMPANIES, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO FOOTHILL, INC., a California corporation (the “Lender”). R E C I T A L S A. The Borrower and the Lender are parties to that

FIRST AMENDMENT TO PLEDGE AGREEMENT

EX-10.3 4 ex103.htm EXHIBIT 10.3 FIRST AMENDMENT TO PLEDGE AGREEMENT This First Amendment to Pledge Agreement (this “Amendment”), dated as of March 28, 2006, is made by VISKASE COMPANIES, INC., a Delaware corporation (the “Pledgor”), and WELLS FARGO FOOTHILL, INC., a California corporation (the “Pledgee”). R E C I T A L S A. The Pledgor and the Pledgee are parties to that certain Pledge Agreement

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm VISKASE COMPANIES 8-K 03-17-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 17, 2006 Date of Report (Date of earliest event reported) VISKASE COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-5485 95-2677354 (State or ot

AMENDMENT TO PLEDGE AGREEMENT

EX-10.1 2 ex101.htm EXHIBIT 10.1 AMENDMENT TO PLEDGE AGREEMENT This AMENDMENT TO PLEDGE AGREEMENT, dated as of March 17, 2006 (this “Amendment”) by and between VISKASE COMPANIES, INC., a Delaware corporation (the “Pledgor”), and LASALLE BANK NATIONAL ASSOCIATION (“LaSalle”), as collateral agent (LaSalle, in such capacity, the “Pledgee”), for the Trustee and the Holders (such capitalized terms and

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER CUSIP NUMBER |X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form NSAR | | Form N-CSR For the period ended: December 31, 2005 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 26, 2005 Date of Report (Date of earliest event reported) VISKASE COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-5485 95-2677354 (State or other jurisdiction of incorporation) (Commission

BUSINESS INTEGRITY AND ETHICS POLICY

EX-14.1 2 ex141.htm EXHIBIT 14.1 BUSINESS INTEGRITY AND ETHICS POLICY I. PURPOSE The purpose of this Business Integrity and Ethics Policy (“Policy”) of Viskase Companies, Inc., and its subsidiaries (“Viskase” or the "Corporation") is to: · ensure all employees, officers and directors adhere to the highest standards of business integrity and ethics; · promote full, fair, accurate, timely and unders

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 3, 2006 Date of Report (Date of earliest event reported) VISKASE COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 3089 95-2677354 (State or other jurisdiction of (Primary Stand

Severance Benefit Agreement

SEVERANCE BENEFIT AGREEMENT SEVERANCE BENEFIT AGREEMENT (the “Agreement”), dated as of January 3, 2006, by and between VISKASE COMPANIES, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2005 VISKASE COMPANIES, INC.

VISKASE COMPANIES, INC. FORM OF AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT

exv10w2 Exhibit 10.2 VISKASE COMPANIES, INC. FORM OF AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT THIS AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (this “Amendment”) is made by and between Viskase Companies, Inc., a Delaware corporation (the “Company”), and [Name], an officer or employee of the Company or a subsidiary of the Company (the “Participant”) effective as of April 8, 2005. In consideration of

VISKASE COMPANIES, INC. FORM OF STOCK OPTION AGREEMENT

exv10w1 Exhibit 10.1 VISKASE COMPANIES, INC. FORM OF STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the “Agreement”) is made by and between Viskase Companies, Inc., a Delaware corporation (the “Company”), and [Name], an officer or employee of the Company or a subsidiary of the Company (the “Participant”) effective as of January 13, 2005. In consideration of the mutual covenants herein contain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2004 o TRANSITION REPORT PURSUANT TO SECTION

10-K 1 c93934e10vk.htm ANNUAL REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2004 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . COMM

OFFER TO EXCHANGE $90,000,000 11 1/2% Senior Secured Notes due 2011 Which Have Been Registered Under the Securities Act of 1933 Any and All Outstanding $90,000,000 11 1/2% Senior Secured Notes Due 2011, Viskase Companies, Inc. PRINCIPAL TERMS OF THE

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-120002 OFFER TO EXCHANGE $90,000,000 11 1/2% Senior Secured Notes due 2011 Which Have Been Registered Under the Securities Act of 1933 for Any and All Outstanding $90,000,000 11 1/2% Senior Secured Notes Due 2011, of Viskase Companies, Inc. PRINCIPAL TERMS OF THE EXCHANGE OFFER AND THE EXCHANGE NOTES • We are offerin

2005 Stock Option Plan of the Company

Exhibit 10.19 VISKASE COMPANIES, INC. 2005 STOCK OPTION PLAN JANUARY 13, 2005 . . . TABLE OF CONTENTS 1. PURPOSE OF THE PLAN.....................................................1 2. DEFINITIONS.............................................................1 (a) "Board of Directors"...........................................1 (b) "Cause,".......................................................1 (c) "C

BY FACSIMILE TO (202) 942-9627 Edward G. Quinlisk Tel 312 840-8679 Fax 312 840-8779 [email protected]

January 24, 2005 BY FACSIMILE TO (202) 942-9627 Edward G. Quinlisk Tel 312 840-8679 Fax 312 840-8779 [email protected] United States Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, DC 20549-0306 Attention: Edward M. Kelly Nudrat S. Salik Re: Viskase Companies, Inc. Registration Statement on Form S-4 File 333-120002 Ladies and Gentlemen: On beh

CORRESP

[J E N N E R & B L O C K LOGO] January 25, 2005 Jenner & Block LLP Chicago One IBM Plaza Dallas Chicago, IL 60611 Washington, DC Tel 312-222-9350 www.

As filed with the Securities and Exchange Commission on January 25, 2005

Table of Contents As filed with the Securities and Exchange Commission on January 25, 2005 No.

VISKASE COMPANIES, INC. January 25, 2005

CORRESP 1 filename1.htm VISKASE COMPANIES, INC. January 25, 2005 VIA FACSIMILE ((202) 942-9627) United States Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549-0306 Attention: Edward M. Kelly Re: Viskase Companies, Inc. Registration Statement on Form S-4 File No. 333-120002 Ladies and Gentlemen: Viskase Companies, Inc. (“Viskase”), pur

Form of Letter of Transmittal

EXHIBIT 99.1 LETTER OF TRANSMITTAL FOR OFFER TO EXCHANGE $90,000,000 11½% SENIOR SECURED NOTES DUE 2011 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING $90,000,000 11½% SENIOR SECURED NOTES DUE 2011, OF VISKASE COMPANIES, INC. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON • 2004 UNLESS EXTENDED The Exchange Agent for the Exchange Offer

Loan and Security Agreement

EXHIBIT 10.1 ================================================================================ LOAN AND SECURITY AGREEMENT BY AND BETWEEN VISKASE COMPANIES, INC. AS BORROWER, AND WELLS FARGO FOOTHILL, INC. AS LENDER DATED AS OF JUNE 29, 2004 ================================================================================ EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (thi

January 18, 2005

January 18, 2005 VIA EDGAR AND FACSIMILE TO (202) 942-9627 United States Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.

Security Agreement

EXHIBIT 10.16 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation (the "Company"), and each of its Domestic Restricted Subsidiaries hereafter party hereto (such Subsidiaries, together with Company, each, a "Debtor" and, collectively, the "Debtors"), in favor of LASALLE BANK NATIONAL ASSOCIATION ("LaSal

As filed with the Securities and Exchange Commission on January 18, 2005

Table of Contents As filed with the Securities and Exchange Commission on January 18, 2005 No.

Warrant Agreement

EXHIBIT 4.7 EXECUTION COPY ================================================================================ VISKASE COMPANIES, INC. AND WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION AS WARRANT AGENT - WARRANT AGREEMENT DATED AS OF APRIL 3, 2003 WARRANT AGREEMENT TABLE OF CONTENTS(1) SECTION 1. APPOINTMENT OF WARRANT AGENT...................................... 1 SECTION 2. WARRANT CERTIFICATES..

As filed with the Securities and Exchange Commission on December 27, 2004

Table of Contents As filed with the Securities and Exchange Commission on December 27, 2004 No.

Registration Rights Agreement

EXHIBIT 4.6 EXECUTION COPY VISKASE COMPANIES, INC. REGISTRATION RIGHTS AGREEMENT Dated as of April 15, 2003 TABLE OF CONTENTS THIS TABLE OF CONTENTS IS NOT PART OF THE AGREEMENT TO WHICH IT IS ATTACHED BUT IS INSERTED FOR CONVENIENCE ONLY. Page No. - 1. Requested Registrations...................................................................... 1 (a) Registration Requests.........................

Equity Registration Rights Agreement

EXHIBIT 4.3 EXECUTION COPY EQUITY REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 29, 2004 BETWEEN VISKASE COMPANIES, INC. AND JEFFERIES & COMPANY, INC. This Equity Registration Rights Agreement (the "Agreement") is made and entered into as of June 29, 2004, between Viskase Companies, Inc., a Delaware corporation (the "Company"), and Jefferies & Company, Inc. (the "Initial Purchaser"), who has agre

Letter re: Change in Certifying Accountant

EXHIBIT 16.1 PRICEWATERHOUSECOOPERS PRICEWATERHOUSECOOPERS LLP One North Wacker Chicago IL 60606 Telephone (312) 298-2000 Facsimile (312) 298 2001 December 23, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Commissioners: We have read the statements made by Viskase Companies, Inc. (the "Company") included in the "Experts" heading (copy attached), which we under

Warrant Agreement

EXHIBIT 4.5 EXECUTION COPY VISKASE COMPANIES, INC. Warrants to Purchase Shares of Common Stock WARRANT AGREEMENT Dated as of June 29, 2004 WELLS FARGO BANK, NATIONAL ASSOCIATION Warrant Agent WARRANT AGREEMENT, dated as of June 29, 2004 (this "Agreement"), between Viskase Companies, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank, National Association, as warrant agent (the "War

List of Subsidiaries of the Company

EXHIBIT 21.1 LIST OF SUBSIDIARIES WSC Corp. (Delaware) Viskase Films, Inc. (Delaware) Viskase Canada Inc. (Ontario, Canada) Viskase Brasil Embalagens Ltda. (Brazil) Viskase Europe Limited (United Kingdom) Viskase S.A.S. (France) Viskase GMBH (Germany) Viskase SpA (Italy) Viskase Polska SP.ZO.O (Poland) Viskase (Holdings) Limited (United Kingdom) Viskase International Limited (United Kingdom) Viska

Security Agreement

EXHIBIT 10.16 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation (the "Company"), and each of its Domestic Restricted Subsidiaries hereafter party hereto (such Subsidiaries, together with Company, each, a "Debtor" and, collectively, the "Debtors"), in favor of LASALLE BANK NATIONAL ASSOCIATION ("LaSal

December 21, 2004 Jenner & Block LLP Chicago One IBM Plaza Dallas Chicago, IL 60611 Washington, DC Tel 312-222-9350 www.jenner.com Edward G. Quinlisk Tel 312 840-8679 Fax 312 840-8779 [email protected]

corresp1 December 21, 2004 Jenner & Block LLP Chicago One IBM Plaza Dallas Chicago, IL 60611 Washington, DC Tel 312-222-9350 www.

Loan and Security Agreement

EXHIBIT 10.1 ================================================================================ LOAN AND SECURITY AGREEMENT BY AND BETWEEN VISKASE COMPANIES, INC. AS BORROWER, AND WELLS FARGO FOOTHILL, INC. AS LENDER DATED AS OF JUNE 29, 2004 ================================================================================ EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (thi

Form of Letter of Transmittal

EXHIBIT 99.1 LETTER OF TRANSMITTAL FOR OFFER TO EXCHANGE $90,000,000 11?% SENIOR SECURED NOTES DUE 2011 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING $90,000,000 11?% SENIOR SECURED NOTES DUE 2011, OF VISKASE COMPANIES, INC. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ? 2004 UNLESS EXTENDED The Exchange Agent for the Exchange Offer

December 20, 2004 Jenner & Block LLP Chicago One IBM Plaza Dallas Chicago, IL 60611 Washington, DC Tel 312-222-9350 www.jenner.com Thomas A. Monson Tel 312 840-8611 Fax 312 840-8711 [email protected]

corresp2 December 20, 2004 Jenner & Block LLP Chicago One IBM Plaza Dallas Chicago, IL 60611 Washington, DC Tel 312-222-9350 www.

Intellectual Property Security Agreement

EXHIBIT 10.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "SECURITY AGREEMENT") dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation ("GRANTOR"), in favor of WELLS FARGO FOOTHILL, INC., a California corporation (together with its successors and assigns, "GRANTEE"). W I T N E S S E T H: WHEREAS, Grantor and Grantee are

First Supplemental Indenure, dated as of June 29, 2004

EXHIBIT 10.7 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of June 29, 2004, is entered into by and between Viskase Companies, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank N.A. (successor by merger to Wells Fargo Bank Minnesota, N.A.), as trustee (the "Trustee"). Capitalized terms used but not otherwise defined

Pledge Agreement

EXHIBIT 10.18 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation (the "Company"), and each of its Domestic Restricted Subsidiaries (such capitalized term and other capitalized terms used but not defined herein having the meanings respectively ascribed thereto in the Security Agreement (as defined below))

Restructuring Agreement

EXHIBIT 10.15 EXECUTION VERSION RESTRUCTURING AGREEMENT dated as of July 15, 2002 by and among HIGH RIVER LIMITED PARTNERSHIP DEBT STRATEGIES FUND, INC. NORTHEAST INVESTORS TRUST and VISKASE COMPANIES, INC. TABLE OF CONTENTS This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience only. Page No. ARTICLE I THE OFFER 1.01 The Offer..................

As filed with the Securities and Exchange Commission on December 22, 2004

Table of Contents As filed with the Securities and Exchange Commission on December 22, 2004 No.

Intellectual Property Security Agreement

EXHIBIT 10.17 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation (the "Grantor"), in favor of LASALLE BANK NATIONAL ASSOCIATION ("LaSalle"), as collateral agent (together with its successor(s) thereto in such capacity, "Grantee") for the Trustee and Holders,

Pledge Agreement (Foreign)

EXHIBIT 10.4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC.., a Delaware corporation ("Pledgor"), and WELLS FARGO FOOTHILL, INC., a California corporation (together with its successors and assigns, the "Pledgee"). RECITALS: A. The Pledgor is an equity holder of the Persons identified as Issuers listed on Annex A attached her

Management Incentive Plan

EXHIBIT 10.9 VISKASE COMPANIES, INC. Management Incentive Plan for Fiscal Year 2004 I. PURPOSE The Viskase Companies, Inc. Management Incentive Plan has been established for Fiscal Year 2004 for those Participants defined under Section III below. The purpose of this Plan is to provide additional compensation to Participants for their contribution to the achievement of the objectives of the Company

Pledge Agreement (Domestic)

EXHIBIT 10.3 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC.., a Delaware corporation ("Pledgor"), and WELLS FARGO FOOTHILL, INC., a California corporation (together with its successors and assigns, the "Pledgee"). RECITALS: A. Pledgor is the sole shareholder of (i) Viskase Films, Inc., a Delaware corporation ("Viskase Films"

Severance Plan

EXHIBIT 10.14 VISKASE COMPANIES, INC. SEVERANCE PLAN Viskase Companies, Inc. (the "Company") hereby adopts the Viskase Companies, Inc. Severance Plan (this "Plan"), effective as of July 22, 2003. The purpose of this Plan is to provide severance benefits to certain Participants of the Company whose employment with the Company is involuntarily terminated by the Company. This Plan supersedes any seve

EX-4.1

EXHIBIT 4.1 ================================================================================ INDENTURE, Dated as of June 29, 2004, among VISKASE COMPANIES, INC., as Issuer, LASALLE BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent, 11 1/2% SENIOR SECURED NOTES DUE 2011 ================================================================================ CROSS-REFERENCE TABLE TIA INDENTURE S

Amended and Restated Bylaws

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF VISKASE COMPANIES, INC. (hereinafter called the "Corporation") ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the B

Parallel Envirodyne Nonqualified Thrift Plan

EXHIBIT 10.10 PARALLEL ENVIRODYNE NONQUALIFIED THRIFT PLAN . . . CONTENTS Page INTRODUCTION ii ARTICLE I DEFINITIONS 1 ARTICLE II PARTICIPATION 2.01 Eligibility to Participate 4 ARTICLE III SUPPLEMENTAL RETIREMENT BENEFIT 3.01 Company Contributions 5 3.02 Employee Contributions 5 3.03 Adjustment to Account 6 3.04 Vesting 6 3.05 Payment of Benefits 7 3.06 Death Benefit 7 ARTICLE IV ADMINISTRATION 4

Letter Re: Change in Certifying Accountant

Exhibit 16.1 October 26, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Commissioners: We have read the statements made by Viskase Companies, Inc. (the "Company") included in the third paragraph of the "Experts" section of the Company's Registration Statement on Form S-4 (copy attached), which we understand will be filed with the Commission as part of the Compa

Amendment to the Company Parallel Nonqualified Savings Plan

EXHIBIT 10.11 AMENDMENT TO VISKASE COMPANIES, INC. PARALLEL NONQUALIFIED SAVINGS PLAN The Viskase Companies, Inc. Parallel Nonqualified Savings Plan (the "Plan") was originally established by Viskase Companies, Inc. (the "Company"), under its prior name of Envirodyne Industries, Inc., effective January 1, 1987. The Plan permits certain key executives of the Company to elect to defer a portion of t

Registration Rights Agreement

EXHIBIT 4.3 VISKASE COMPANIES, INC. $90,000,000 11-1/2% OF SENIOR SECURED NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENT June 29, 2004 Jefferies & Company, Inc. 11100 Santa Monica Boulevard 10th Floor Los Angeles, California 90025 Ladies and Gentlemen: Viskase Companies, Inc., a Delaware corporation (the "Company") is issuing and selling to Jefferies & Company, Inc. (the "Initial Purchaser"), upon t

Security Agreement

EXHIBIT 10.16 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation (the "Company"), and each of its Domestic Restricted Subsidiaries hereafter party hereto (such Subsidiaries, together with Company, each, a "Debtor" and, collectively, the "Debtors"), in favor of LASALLE BANK NATIONAL ASSOCIATION ("LaSal

As filed with the Securities and Exchange Commission on October 27, 2004

S-4 1 c88902sv4.htm FORM S-4 Table of Contents As filed with the Securities and Exchange Commission on October 27, 2004 No. 333-• SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VISKASE COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 3089 95-2677354 (State or other jurisdiction of incorporati

Purchase Agreement

EXHIBIT 4.4 VISKASE COMPANIES, INC. 90,000 UNITS CONSISTING OF $90,000,000 11-1/2% SENIOR SECURED NOTES DUE 2011 AND 90,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK PURCHASE AGREEMENT June 17, 2004 Jefferies & Company, Inc. 11100 Santa Monica Boulevard 10th Floor Los Angeles, California 90025 Ladies and Gentlemen: VISKASE COMPANIES, INC., a Delaware corporation (the "Company") and Jefferies & C

List of Subsidiaries of the Company

EXHIBIT 21.1 LIST OF SUBSIDIARIES WSC Corp. Viskase Films, Inc. Viskase Canada Inc. Viskase Brasil Embalagens Ltda. Viskase Europe Limited Viskase S.A.S. Viskase GMBH Viskase SpA Viskase Polska SP.ZO.O Viskase (Holdings) Limited Viskase International Limited Viskase Limited Viskase UK Limited

Form of 11 1/2% Senior Notes due 2011

EXHIBIT 4.2 FORM OF NOTE VISKASE COMPANIES, INC. 11 1/2% SENIOR SECURED NOTES DUE 2011 CUSIP No. No. $ Viskase Companies, Inc., a Delaware corporation, for value received promises to pay to , or registered assigns, the principal sum of DOLLARS ($[ ]) on June 15, 2011. Interest Rate: 11 1/2% Interest Payment Dates: June 15 and December 15, commencing December 15, 2004 Record Dates: June 1 and Decem

Form T-1, statement of Eligibility and Qualification of Trustee

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE - Check if an application to determine eligibility of A trustee pursuant to Section 305(b)(2) [ ] LASALLE BANK NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 36-0884183 (I.R.S. Employ

Intellectual Property Security Agreement

EXHIBIT 10.17 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation (the "Grantor"), in favor of LASALLE BANK NATIONAL ASSOCIATION ("LaSalle"), as collateral agent (together with its successor(s) thereto in such capacity, "Grantee") for the Trustee and Holders,

Management Incentive Plan

EXHIBIT 10.9 VISKASE COMPANIES, INC. Management Incentive Plan for Fiscal Year 2004 I. PURPOSE The Viskase Companies, Inc. Management Incentive Plan has been established for Fiscal Year 2004 for those Participants defined under Section III below. The purpose of this Plan is to provide additional compensation to Participants for their contribution to the achievement of the objectives of the Company

Restructuring Agreement

EXHIBIT 10.15 EXECUTION VERSION RESTRUCTURING AGREEMENT dated as of July 15, 2002 by and among HIGH RIVER LIMITED PARTNERSHIP DEBT STRATEGIES FUND, INC. NORTHEAST INVESTORS TRUST and VISKASE COMPANIES, INC. TABLE OF CONTENTS This Table of Contents is not part of the Agreement to which it is attached but is inserted for convenience only. Page No. ARTICLE I THE OFFER 1.01 The Offer..................

Pledge Agreement

EXHIBIT 10.18 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation (the "Company"), and each of its Domestic Restricted Subsidiaries (such capitalized term and other capitalized terms used but not defined herein having the meanings respectively ascribed thereto in the Security Agreement (as defined below))

Intercreditor Agreement

EXHIBIT 10.5 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT dated as of June 29, 2004 (this "Agreement") is made by and among WELLS FARGO FOOTHILL, INC., a California corporation (together with it successors and assigns, the "Lender") under and pursuant to the Loan Agreement (as hereinafter defined), LASALLE BANK NATIONAL ASSOCIATION ("LaSalle"), solely in its capacity as Collateral Agent (t

Employment Agreement - Robert L. Weisman

EXHIBIT 10.12 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 4, 2004, by and between VISKASE COMPANIES, INC., a Delaware corporation (the "Company"), and ROBERT L. WEISMAN (the "Executive"). W I T N E S S E T H: WHEREAS the Company desires to induce the Executive to enter into employment with the Company for the period provided in this Agreement, and the Executive

Form of Letter of Transmittal

EXHIBIT 99.1 LETTER OF TRANSMITTAL FOR OFFER TO EXCHANGE $90,000,000 11½% SENIOR SECURED NOTES DUE 2011 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING $90,000,000 11½% SENIOR SECURED NOTES DUE 2011, OF VISKASE COMPANIES, INC. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON • 2004 UNLESS EXTENDED The Exchange Agent for the Exchange Offer

Pledge Agreement (Domestic)

EXHIBIT 10.3 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC.., a Delaware corporation ("Pledgor"), and WELLS FARGO FOOTHILL, INC., a California corporation (together with its successors and assigns, the "Pledgee"). RECITALS: A. Pledgor is the sole shareholder of (i) Viskase Films, Inc., a Delaware corporation ("Viskase Films"

Amended and Restated Certificate of Incorporation

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VISKASE COMPANIES, INC. VISKASE COMPANIES, INC., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the "GCL"), DOES HEREBY CERTIFY: 1. That the name of

Indenture, dated as of June 29, 2004

EXHIBIT 4.1 ================================================================================ INDENTURE, Dated as of June 29, 2004, among VISKASE COMPANIES, INC., as Issuer, LASALLE BANK NATIONAL ASSOCIATION, as Trustee and as Collateral Agent, 11 1/2% SENIOR SECURED NOTES DUE 2011 ================================================================================ CROSS-REFERENCE TABLE TIA INDENTURE S

Restricted Stock Plan

EXHIBIT 10.8 VISKASE COMPANIES, INC. RESTRICTED STOCK PLAN VISKASE COMPANIES, INC. RESTRICTED STOCK PLAN SECTION 1. PURPOSE The Board of Directors of Viskase Companies, Inc. (the "Company") has established the Viskase Companies, Inc. Restricted Stock Plan (the "Plan"). The purpose of the Plan is to encourage employees to stay in the employ of the Company and its subsidiaries following the Company'

Severance Plan

EXHIBIT 10.14 VISKASE COMPANIES, INC. SEVERANCE PLAN Viskase Companies, Inc. (the "Company") hereby adopts the Viskase Companies, Inc. Severance Plan (this "Plan"), effective as of July 22, 2003. The purpose of this Plan is to provide severance benefits to certain Participants of the Company whose employment with the Company is involuntarily terminated by the Company. This Plan supersedes any seve

Employment Agreement - Gordon S. Donovan

EXHIBIT 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is effective as of the 29th day of November, 2001 by and among Viskase Companies, Inc. ("VCI"), a Delaware corporation, Viskase Corporation ("Viskase"), a Pennsylvania corporation, both with principal offices at 625 Willowbrook Centre Parkway, Willowbrook, IL 60527 (VCI and Viskase shall be collectively referred to herein as the "Company

First Supplemental Indenure, dated as of June 29, 2004

EXHIBIT 10.7 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of June 29, 2004, is entered into by and between Viskase Companies, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank N.A. (successor by merger to Wells Fargo Bank Minnesota, N.A.), as trustee (the "Trustee"). Capitalized terms used but not otherwise defined

Indenture, dated as of April 3, 2003

EXHIBIT 10.6 ================================================================================ VISKASE COMPANIES, INC. and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION as Trustee - INDENTURE Dated as of April 3, 2003 - $60,000,000 % Senior Subordinated Secured Notes Due 2008 ================================================================================ CROSS-REFERENCE TABLE * Trust Indenture

Pledge Agreement (Foreign)

EXHIBIT 10.4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 29, 2004, is made by VISKASE COMPANIES, INC.., a Delaware corporation ("Pledgor"), and WELLS FARGO FOOTHILL, INC., a California corporation (together with its successors and assigns, the "Pledgee"). RECITALS: A. The Pledgor is an equity holder of the Persons identified as Issuers listed on Annex A attached her

Intellectual Property Security Agreement

EXHIBIT 10.2 INTELLECTUAL PROPERTY SECURITY AGREEMENT THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "SECURITY AGREEMENT") dated as of June 29, 2004, is made by VISKASE COMPANIES, INC., a Delaware corporation ("GRANTOR"), in favor of WELLS FARGO FOOTHILL, INC., a California corporation (together with its successors and assigns, "GRANTEE"). W I T N E S S E T H: WHEREAS, Grantor and Grantee are

Statement re: Computation of Ratio of Earnings to Fixed Charges

EXHIBIT 12.1 VISKASE COMPANIES, INC. RATIO OF EARNINGS TO FIXED CHARGES HISTORICAL (IN THOUSANDS, EXCEPT RATIOS) PREDECESSOR COMPANY REORGANIZED COMPANY - - | YEAR ENDED DECEMBER 31, JANUARY 1 | APRIL 3 APRIL 3 SIX MONTHS - THROUGH | THROUGH THROUGH ENDED APRIL 2, | DECEMBER 31, JUNE 30, JUNE 30, 1999 2000 2001 2002 2003 | 2003 2003 2004 - - - - - | - - - | Income (loss) from | continuing operatio

Loan and Security Agreement

EXHIBIT 10.1 ================================================================================ LOAN AND SECURITY AGREEMENT BY AND BETWEEN VISKASE COMPANIES, INC. AS BORROWER, AND WELLS FARGO FOOTHILL, INC. AS LENDER DATED AS OF JUNE 29, 2004 ================================================================================ EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (thi

Form Notice of Guaranteed Delivery

exv99w2 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR OFFER TO EXCHANGE $90,000,000 11½% SENIOR SECURED NOTES DUE 2011 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING $90,000,000 11½% SENIOR SECURED NOTES DUE 2011, OF Viskase Companies, Inc. Registered holders of outstanding 11½% Senior Secured Notes due 2011 (the “Outstanding Notes”) who wish to exchange t

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 3, 2003 VISKASE COMPANIES, INC. - (Exact name of registrant as specified in its charter) Delaware 0-5485 95-2677354 - - - - (State or other jurisdiction of (Commission (I.R.S. incorporation or

EX-2

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION - - In re VISKASE COMPANIES, INC.

VISKASE FORM 10-K/A AMENDMENT LATE NOTICE

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 0-5485 - (Check One): CUSIP NUMBER: 92831R-10-2 - [ x ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR For Period Ended December 31, 2001 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 VISKASE COMPANIES, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) (CUSIP Number) MICHAEL

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 VISKASE COMPANIES, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 92831R-10-2 (CUSIP Number) MICHAEL B. KLEIN CHIEF EXECUTIVE OFFICER PACIFICOR, INC. 1575 N. ONTARE ROAD SANTA BARBARA, CA 93105 (805) 570-8932 (Name, Addr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Viskase Companies, Inc. Common Stock 29403700 Steven L. Gevirtz Katana Capital Advisors LLC Katana Fund

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Viskase Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 29403700 (CUSIP Number) Steven L. Gevirtz Katana Capital Advisors LLC Katana Fund LLC 1859 San Leandro Lane Santa Barbara, CA 93108 805-565-2232 (Name, Address and Tele

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Viskase Companies, Inc. Common Stock 29403700 Steven L. Gevirtz Katana Capital Advisors LLC Katana Fund LLC 1859 San Le

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Viskase Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 29403700 (CUSIP Number) Steven L. Gevirtz Katana Capital Advisors LLC Katana Fund LLC 1859 San Leandro Lane Santa Barbara, CA 93108 805-565-2232 (Name, Address and Telephone Number of

JOINT FILING AGREEMENT

Exhibit 1- Joint Filing Agreement JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock of Viskase Companies, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Viskase Companies, Inc. Common Stock 29403700 Steven L. Gevirtz Katana Capital Advisors LLC Katana Fund LLC 1859 San Le

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Viskase Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 29403700 (CUSIP Number) Steven L. Gevirtz Katana Capital Advisors LLC Katana Fund LLC 1859 San Leandro Lane Santa Barbara, CA 93108 805-565-2232 (Name, Address and Telephone Number of

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Viskase Companies, Inc. Common Stock 29403700 Steven L. Gevirtz Katana Capital Advisors LLC Katana Fund LLC (formerly k

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Viskase Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 29403700 (CUSIP Number) Steven L. Gevirtz Katana Capital Advisors LLC Katana Fund LLC (formerly known as Peritus Capital Partners LLC) 1859 San Leandro Lane Santa Barbara, CA 93108 805

EX-1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Viskase Companies, Inc. Common Stock 29403700 Timothy J. Gramatovich Peritus Capital Partners LLC 315 East Canon Perdid

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Viskase Companies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 29403700 (CUSIP Number) Timothy J. Gramatovich Peritus Capital Partners LLC 315 East Canon Perdido Santa Barbara, CA 93101 805-882-9169 (Name, Address and Telephone Number of Person Au