Exhibit 10.32
Execution Version
Confidential
October 10, 2025
Viskase Companies, Inc.
333 East Butterfield Road
Suite 400
Lombard, Illinois 60148-5679
Attn: Michael Blecic
Fifth Amendment Fee Letter
Viskase Companies, Inc.
Ladies and Gentlemen:
Reference is made that certain Fifth Amendment to Credit Agreement, dated as of October 10, 2025 (the “Fifth Amendment”) which amends that certain Credit Agreement dated as of October 9, 2020 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”), by and among Viskase Companies, Inc., a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”). Terms used but not defined in this fee letter agreement (the “Fee Letter”) shall have the meanings assigned thereto in the Fifth Amendment or the Credit Agreement, as applicable. In connection with, and in consideration of the agreements contained in, the Fifth Amendment, you agree with Bank of America and BofA Securities Inc. (“BofA Securities”) as follows:
“Existing Amount” means with respect to each Lender the sum of such Lender’s (i) “Revolving Commitment” and (ii) outstanding Term Loans, in each case, that are in effect and outstanding immediately prior to the Amendment Effective Date.
earned upon becoming due and payable in accordance with the terms hereof, shall be non-refundable for any reason whatsoever, and shall be in addition to any other fees, costs and expenses payable pursuant to the Amended Credit Agreement or the Loan Documents. Bank of America reserves the right to allocate, in whole or in part, to BofA Securities certain fees payable to Bank of America hereunder in such manner as Bank of America and BofA Securities shall agree in their sole discretion. Your obligation to pay the foregoing fees will not be subject to counterclaim or setoff for, or be otherwise affected by, any claim or dispute you may have.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
2
If the foregoing is in accordance with your understanding, please sign and return this Fee Letter to us.
| Very truly yours, | |
| | |
| BANK OF AMERICA, N.A. | |
| | |
| By: | /s/ Katherine J. Ochs |
| Name: | Katherine J. Ochs |
| Title: | Senior Vice President |
| | |
| BOFA SECURITIES, INC. | |
| | |
| By: | /s/ Katherine J. Ochs |
| Name: | Katherine J. Ochs |
| Title: | Senior Vice President |
Signature Page to Fifth Amendment Fee Letter (Viskase Companies, Inc.)
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
VISKASE COMPANIES, INC.
By: | /s/ Carolyn Zhang | |
Name: | Carolyn Zhang | |
Title: | Vice President and Chief Financial Officer | |
Signature Page to Fifth Amendment Fee Letter (Viskase Companies, Inc.)