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Exhibit 10.9

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 10, 2022, is by and among VISKASE COMPANIES, INC., a Delaware corporation (the “Borrower”), the other Subsidiary Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS, the Borrower, the other Guarantors party thereto, certain financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent are parties to 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”);

WHEREAS, the Borrower has requested to increase the Revolving Commitments in an aggregate principal amount equal to $7,000,000 and amend certain other provisions of the Credit Agreement; and

WHEREAS, certain of the Lenders have agreed to increase their Revolving Commitments and the Lenders are willing to make such other amendments to the Credit Agreement, in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article I

AMENDMENTS TO CREDIT AGREEMENT

Effective as of the Amendment Effective Date but subject to the satisfaction of the conditions precedent set forth in Article II below, the Credit Agreement (including Schedule 1.01(b), Exhibit C, Exhibit E and Exhibit O but excluding all other Schedules and Exhibits, which shall remain in the original form delivered or most recently amended, as applicable) is hereby amended as set forth in the marked terms on Exhibit A-1 attached hereto. In Exhibit A-1 hereto, deletions of text in the Credit Agreement as amended hereby are indicated by struck-through text, and insertions of text are indicated by bold, double-underlined text. Exhibit A-2 attached hereto sets forth a clean copy of the Credit Agreement as amended hereby, after giving effect to such amendments.  This Amendment shall constitute a Loan Document.

Article II

CONDITIONS TO EFFECTIVENESS


2.01

Closing Conditions.  This Amendment shall become effective as of the day and year set forth above (the “Amendment Effective Date”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Administrative Agent):

(a)Executed Amendment.  The Administrative Agent shall have received a copy of this Amendment duly executed by each of the Loan Parties, the Lenders and the Administrative Agent.

(b)Officer’s Certificate.  The Administrative Agent shall have received (A) copies of resolutions of the board of directors or an equivalent governing body of each U.S. Loan Party and Viskase SAS approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment Effective Date by a Responsible Officer of such U.S. Loan Party and Viskase SAS, as applicable, as being in full force and effect without modification or amendment, (B) good standing certificates for each U.S. Loan Party and Viskase SAS, in each case, from the jurisdiction in which they are organized (to the extent such concept exists in such jurisdiction) and (C) a certificate of a Responsible Officer of each U.S. Loan Party and Viskase SAS, (x) either (I) attaching and certifying as to the true and complete copies of the Organization Documents of such Loan Party or (II) certifying that the Organization Documents of such U.S. Loan Party and Viskase SAS, as applicable, delivered to the Administrative Agent on the Closing Date pursuant to Section 4.01(b) of the Credit Agreement remain in full force and effect without modification or amendment and (y) evidencing the identity, authority and capacity of each Responsible Officer of such U.S. Loan Party and Viskase SAS, as applicable, authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such U.S. Loan Party and Viskase SAS, as applicable, is a party.

(c)Legal Opinion of Counsel. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of Jenner & Block LLP, special counsel for the Loan Parties, in each case covering such matters relating to the Loan Parties, the Loan Documents, this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(d)Default.  After giving effect to this Amendment, no Default or Event of Default shall exist.

(e)Fees and Expenses.  (i) The Lenders shall have received from the Borrower all fees and expenses, if any, due and owing pursuant to (x) the Second Amendment Fee Letter, dated the date hereof, between the Borrower, the Administrative Agent and BofA Securities and (y) the Credit Agreement, and (ii) legal counsel for the Administrative Agent shall have received from the Borrower payment of all reasonable and documented out-of-pocket fees and expenses incurred in connection with this Amendment.

(f)Anti-Money-Laundering; Beneficial Ownership. Upon the reasonable request of any Lender, the Borrower shall have provided to such Lender, and such Lender shall

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be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Article III

MISCELLANEOUS

3.01

Amended Terms.  On the Amendment Effective Date, the Loans made to the Borrower under the Credit Agreement prior to and outstanding on the Amendment Effective Date (the “Existing Borrowings”) shall remain outstanding under the amended Credit Agreement and shall be automatically converted from Eurodollar Rate Loans to Term SOFR Loans in an aggregate principal amount equal to the aggregate principal amount of the Borrower’s Existing Borrowings and shall have an initial Interest Period commencing on the Amendment Effective Date and ending (x) in the case of Term Loans, on September 30, 2022, and (y) in the case of Revolving Loans, on August 31, 2022. The Borrower shall pay to the Lenders that funded the Existing Borrowings the accrued and unpaid interest on the principal amount of all Existing Borrowings payable under the Credit Agreement on the Amendment Effective Date. Each Lender hereby waives any and all breakage payments that may be otherwise payable under Section 3.05 of the Credit Agreement in connection the conversion of Existing Borrowings into Term SOFR Loans on the Amendment Effective Date.  Except as expressly set forth herein or in the Amended Credit Agreement, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment.  Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

3.02

Representations and Warranties of Loan Parties.  Each of the Loan Parties represents and warrants as follows:

(a)It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,

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moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment, except for such as have been made or obtained and are in full force and effect.

(d)The representations and warranties set forth in Article V of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlier date or those which are qualified by materiality, which shall be true and correct in all respects); provided, however, that no representation or warranty is being made with respect to whether the matters set forth in Section 5.05(b) of the Credit Agreement are true and correct on the date hereof.

(e)No event has occurred and is continuing which constitutes a Default or an Event of Default.

(f)Except as specifically provided in this Amendment, the Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

3.03

Reaffirmation of Obligations.  Without in any way establishing a course of dealing by the Administrative Agent or any Lender, and after giving effect to this Amendment, the Borrower and each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan Documents, (iv) agrees that the Collateral Documents continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (v) confirms its grant of security interests pursuant to the Collateral Documents to which it is a party as Collateral for the Obligations, and (vi) acknowledges that all Liens granted (or purported to be granted) pursuant to the Collateral Documents remain and continue in full force and effect in respect of, and to secure, the Obligations.  Each Guarantor hereby reaffirms its obligations under the Guaranty and agrees that its obligation to guarantee the Obligations is in full force and effect as of the date hereof.

3.04

Loan Document.  This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

3.05

Entirety.  This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

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3.06

Counterparts; Telecopy.  This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument.  Delivery of an executed counterpart of a signature page of this Amendment or any other document required to be delivered hereunder, by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Without limiting the foregoing, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.

3.07

No Actions, Claims, Etc.  As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

3.08

GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

3.09

Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

3.10

Jurisdiction; Consent to Services of Process; Waiver of Jury Trial.  The jurisdiction, service of process and waiver of jury trial provisions set forth in Sections 11.14(b), 11.14(c), 11.14(d) and 11.15 of the Credit Agreement are hereby incorporated into this Amendment by reference, mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:

VISKASE COMPANIES, INC.

By:

/s/ Michael Blecic

Name:

Michael Blecic

Title:

Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer

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GUARANTOR:

VISKASE FILMS, INC.

By:

/s/ Michael Blecic

Name:

Michael Blecic

Title:

Chief Financial Officer and Treasurer

WSC CORP.

By:

/s/ Michael Blecic

Name:

Michael Blecic

Title:

Chief Financial Officer and Treasurer

VISKASE DEL NORTE, S.A. DE C.V.

By:

/s/ Michael Blecic

Name:

Michael Blecic

Title:

Chief Financial Officer

SERVICIOS VISKASE DEL NORTE, S.A. DE C.V.

By:

/s/ Michael Blecic

Name:

Michael Blecic

Title:

Chief Financial Officer

VISKASE SAS

By:

/s/ Kees Bras

Name:

Kees Bras

Title:

President

VISKASE GMBH

By:

/s/ Kees Bras

Name:

Kees Bras

Title:

Managing Director

CT CASINGS BETEILIGUNGS GMBH

By:

/s/ Kees Bras

Name:

Kees Bras

Title:

Managing Director

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WALSRODER CASINGS GMBH

By:

/s/ Kees Bras

Name:

Kees Bras

Title:

Managing Director

VISKASE SPA

By:

/s/ Kees Bras

Name:

Kees Bras

Title:

President

VISKASE POLSKA SP. Z O.O.

By:

/s/ Kees Bras

Name:

Kees Bras

Title:

President of the Management Board

VISKASE SPAIN SLU

By:

/s/ Kees Bras

Name:

Kees Bras

Title:

Sole Director

VISKASE SALES PHILIPPINES INC.

By:

/s/ Roberto Riccio Manansala Jr.

Name:

Roberto Riccio Manansala Jr.

Title:

Chairman of the Board and President

VISKASE ASIA-PACIFIC CORP.

By:

/s/ Roberto Riccio Manansala Jr.

Name:

Roberto Riccio Manansala Jr.

Title:

Chairman of the Board and President

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BANK OF AMERICA, N.A.,

as Administrative Agent

By:

/s/ Christine Trotter

Name:

Christine Trotter

Title:

Vice President

BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swingline Lender

By:

/s/ Brian Adams

Name:

Brian Adams

Title:

Vice President

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BMO HARRIS BANK N.A.,

as a Lender

By:

/s/ Manuel Diaz

Name:

Manuel Diaz

Title:

Managing Director

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ASSOCIATED BANK, N.A.

as a Lender

By:

/s/ J. Eric Bergren

Name:

J. Eric Bergren

Title:

Senior Vice President

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CITIZENS BANK,

as a Lender

By:

/s/ Angela Reilly

Name:

Angela Reilly

Title:

Senior Vice President