PART II AND III

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.  Information contained in this Preliminary Offering Circular is subject to completion or amendment.  These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified.  This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state.  We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

VISKASE COMPANIES, INC.

333 East Butterfield Road, Suite 400
Lombard, Illinois 60148-5679

Up to [·] Shares of Common Stock

Issuable Upon Exercise of Rights to Subscribe for Such Shares at $[·] per Share

We are distributing at no charge to the holders of our common stock on [·], which we refer to as the record date, non-transferable rights to purchase up to an aggregate of [·] new shares of our common stock. We will distribute to you, a rights holder, one non-transferable right for every share of our common stock that you own on the record date. Each right entitles the holder to purchase [·] shares of our common stock, which we refer to as the subscription right, at the subscription price of $[·] per whole share of common stock, which we refer to as the subscription price. Rights holders who fully exercise their subscription rights will be entitled to subscribe for additional shares of our common stock that remain unsubscribed as a result of any unexercised subscription rights, which we refer to as the over-subscription right. The over-subscription right entitles holders of subscription rights who exercise their subscription right in full to purchase, at the subscription price, any shares that our other subscription rights holders do not purchase under their subscription privilege.  We refer to the subscription rights and over-subscription rights collectively as rights. Rights may only be exercised in the aggregate for whole numbers of shares of our common stock; no fractional shares of our common stock will be issued in this offering.

	Price to Public		Underwriting discount and commissions(1)		Proceeds to issuer before expenses(2)
Per Share	$	[·]	$	0	$	[·]
Total Maximum	$	50,000,000	$	0	$	50,000,000

(1) There is no underwriter for this offering.

(2) The Company expects that the amount of expenses of the offering that it will pay will be approximately $225,000.

The rights will expire at 5:00 p.m., New York City time, on [·], which we refer to as the expiration date, unless extended as described herein. You may not rescind your subscriptions after receipt of your payment for the subscription price except as described in this offering circular. Rights that are not exercised prior to the expiration date will expire and have no value. There is no minimum number of shares of our common stock that we must sell in order to complete this offering.

Our common stock has been traded in the over-the-counter market on the “pink sheets” under the symbol “VKSC” and trading on such market is highly illiquid and volatile. The closing price of our shares of common stock on

September [·], 2017 was $[·] per share. The rights are non-transferable and will not be listed for trading on any securities exchange or automated quotation system.

This offering is being made directly by us without the services of an underwriter or selling agent. We have engaged American Stock Transfer and Trust Company, LLC to serve as our subscription agent for this offering. The subscription agent will hold in escrow the funds we receive from subscribers until we complete or cancel this offering.

You should carefully consider whether or not to exercise your subscription rights and in doing so you should consider all of the information about us and this offering contained in this offering circular. Our Board of Directors is not making any recommendation as to whether or not you should exercise or let lapse your subscription rights.

An investment in our common stock involves risks. See “Risk Factors” beginning on page 18 of this offering circular. As a result of the terms of this offering, stockholders who do not fully exercise their rights will own, upon completion of this offering, a smaller proportional interest in us than otherwise would be the case had they fully exercised their rights.

The United States Securities and Exchange Commission does not pass upon the merits or give its approval of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

Generally no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

The company is following the “Offering Circular” format of disclosure under Regulation A.

If you have any questions or need further information about this offering, please call American Stock Transfer and Trust Company, LLC, our subscription agent for this offering, at [·] (toll-free).

It is anticipated that delivery of the common stock purchased in this offering will be made on or about [·].

The date of this Offering Circular is [·]

TABLE OF CONTENTS

Offering Circular Summary	1
Summary of the Rights Offering	2
Questions and Answers About the Rights Offering	5
The Rights Offering	11
Risk Factors	18
Determination of Subscription Price	26
Dilution	27
Plan of Distribution	28
Use of Proceeds	29
Selected Financial Data	30
Capitalization	31
Description of Certain Indebtedness	32
Description of Common Stock	34
Price Range of Common Stock	35
Dividend Policy	36
Business	37
Forward-Looking Statements	41
Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Management	57
Security Ownership of Management and Certain Securityholders	64
Certain Relationships and Related Transactions	65
Material U.S. Federal Income Tax Consequences	66
Legal Matters	69
Experts	70
Financial Statements	F-1

OFFERING CIRCULAR SUMMARY

This summary highlights certain information that we believe is especially important concerning our business and this offering.  It does not contain all of the information that may be important to you and to your investment decision.  You should carefully read the entire offering circular and should consider, among other things, the matters set forth in the section entitled “Risk Factors” before deciding to participate in the offering. As used herein, Viskase Companies, Inc. and its subsidiaries are referred to as “Viskase” or the “Company,” as well as “we,” “us” and “our”.

Our Company

The Company operates in the casing product segment of the food industry.  Viskase is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry.  Viskase currently operates eleven manufacturing facilities and six distribution centers throughout North America, Europe, South America and Asia.  Viskase provides value-added support services relating to these products for some of the world’s largest global consumer products companies.  Viskase is one of the two largest worldwide producers of non-edible cellulosic casings for processed meats and one of the three largest manufacturers of non-edible fibrous casings.

Viskase’s business strategy is to continue to improve operational efficiencies, product quality and throughput by upgrading existing production facilities and adding resources in high growth markets through new capital investments.  Viskase has been successful in implementing production cost-savings initiatives and will continue to pursue similar opportunities that enhance its profitability and competitive positioning as a leader in the casing market.  The Company is focused on reducing extrusion, shirring and printing waste through equipment upgrades and an ongoing effort to redefine product mix.  As part of the Company’s long-term corporate goal of increasing stockholder value, the Company regularly considers alternatives to enhance stockholder value, including strategic acquisitions and business combinations, and the Company intends to continue to consider alternatives to enhance stockholder value.

The Company is a Delaware corporation.  Our principal executive offices are located at 333 East Butterfield Road, Suite 400, Lombard, IL 60148-5679, and our telephone number is (630) 874-0700.  Our website is www.viskase.com.  Our website and the information included therein are not part of this offering circular.

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SUMMARY OF THE RIGHTS OFFERING

Issuer	Viskase Companies, Inc.
Subscription Agent	American Stock Transfer and Trust Company, LLC
Subscription Rights	We are issuing to each holder of our common stock one non-transferable subscription rights for each share of common stock held of record as of the record date. An aggregate of 36,523,999 subscription rights will be issued pursuant to the rights offering. Each subscription right entitles the holder to purchase [·] shares of common stock for the subscription price. The subscription rights being issued in this offering are exercisable for an aggregate subscription price of $50,000,000.
Subscription Price	The subscription price is $[·] per share of common stock subscribed for pursuant to the subscription rights, payable in cash.
Shares of Common Stock Issued and Outstanding Before the Rights Offering	36,523,999 shares of our common stock were issued and outstanding as of September [·], 2017.
Shares of Common Stock Issued and Outstanding after the Rights Offering	Assuming full subscription of the offering, there will be [·] shares of common stock issued and outstanding upon completion of the rights offering.
Transferability of Subscription Rights	The subscription rights are not transferable.
Record Date	The record date is 5:00 p.m. New York City time, on [·].
Expiration Date	The subscription rights expire as of 5:00 p.m. New York City time, [·], which date and time is referred to as the expiration date, unless we, in our sole discretion, extend the rights offering and postpone the expiration date to a later date and time. In no event will the expiration date be later than [·].
Procedure to Exercise Subscription Rights	In order to exercise subscription rights, each holder must: (i) return a duly completed and executed subscription rights certificate to the subscription agent so that such certificate is actually received by the subscription agent on or before the expiration date; and (ii) pay to the subscription agent on or before the expiration date the aggregate subscription price for all of the common stock to be purchased pursuant to the holder’s exercise of the subscription rights in accordance with the subscription instructions. If, on or prior to the expiration date, the subscription agent for any reason does not receive from you a duly completed subscription rights certificate and full payment in an amount equal to the aggregate subscription price of the subscription rights you desire to exercise, your subscription rights for which we have not received such certificate and payment will be deemed to be unexercised, terminate and become null and void. Once you exercise your subscription rights, you may not revoke your exercise, even if there is a decline in the price of our common stock. In addition, because we may terminate or withdraw the rights offering at our discretion, and because we may close the rights offering even if it is less than fully subscribed, your participation in the rights offering is not assured.

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Over-Subscription Privilege	If you exercise your subscription rights in full, you, together with other stockholders that exercise their subscription rights in full, will also be entitled to an over-subscription privilege to purchase shares not purchased by other stockholders under their subscription rights. The subscription price per share that applies to the over-subscription privilege is the same subscription price per share that applies to the subscription privilege.
Persons Holding Shares, or Wishing to Exercise Subscription Rights, Through Others	If you hold our common stock through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you. To indicate your decision, you should complete and return to your broker, custodian bank or other nominee the form entitled “Beneficial Holder Election Form.” You should receive this form from your broker, custodian bank or other nominee along with the other rights offering materials.
No Revocation	Once you send in your subscription rights certificate and payment, you cannot revoke the exercise of your subscription rights. However, if we cancel or terminate the rights offering prior to the expiration date, we will return any subscription price paid by you, but without the payment of any interest thereon.
Offering Type	The offering of common stock pursuant to the subscription rights is being conducted as a Tier 2 offering pursuant to Regulation A under the Securities Act of 1933, as amended.
Limitations on Investment	Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, the Company encourages you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, the Company encourages you to refer to www.investor.gov.
Trading Symbol	“VKSC”
Issuance of Common Stock	As soon as practicable after the completion of the rights offering, shares of common stock subscribed for and issued pursuant to exercise of the subscription rights will be delivered to subscribers. Such shares will be issued in the same form, certificated or book-entry, as the shares of common stock already held by the subscriber exercising subscription rights for such shares.
Material Federal Income Tax Consequences	The issuance of subscription rights to you pursuant to this rights offering should not be taxable to you. See “Material U.S. Federal Income Tax Consequences.”
Use of Proceeds	We will use all of the net proceeds of the rights offering to replenish working capital used for the acquisitions of Walsroder and Darmex and for other general corporate purposes, including acquisitions and planned capital expenditures.
No Recommendation to Holders of Subscription Rights	Neither we nor our Board of Directors are making any recommendations as to whether or not you should subscribe for shares of our common stock. You should decide whether to subscribe for shares based upon your own assessment of your best interests.

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Fees and Expenses	We will bear the fees and expenses relating to the rights offering.
Charter Amendment	We expect to amend our certificate of incorporation prior to the expiration date to increase the number of shares of common stock that we are authorized to issue from 50,000,000 to 100,000,000. The completion of the rights offering is conditioned on the adoption of this amendment to our certificate of incorporation.
Risk Factors	An investment in our common stock involves certain risks. You should carefully consider the risks described under “Risk Factors” beginning on page 18 of this offering circular, as well as other information included in this offering circular, including our financial statements and notes thereto, before making an investment decision.

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QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

The following are examples of what we anticipate will be common questions about this offering. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about this offering. This offering circular contains more detailed descriptions of the terms and conditions of this offering and provide additional information about us and our business, including potential risks related to our business, this offering and our common stock.

What is this offering?

We are issuing to the holders of our common stock as of the record date non-transferable rights to subscribe for an aggregate of up to [·] shares of our common stock. Each holder, who we refer to as a rights holder or you, is being issued one non-transferable right for each share of our common stock owned on the record date. Each right entitles you to purchase [·] shares of our common stock, which we refer to as the subscription right, at a price of $[·] per whole share, which we refer to as the subscription price. The number of shares shall be subject to adjustment for fractional shares. Fractional shares will be rounded to the nearest whole number, with such adjustments as may be necessary to ensure that we offer no more than [·] shares of common stock in the rights offering.

What is the over-subscription privilege?

If you exercise your subscription rights in full, you, together with other stockholders that exercise their subscription rights in full, will also be entitled to an over-subscription privilege to purchase shares not purchased by other stockholders under their subscription rights. The subscription price per share that applies to the over-subscription privilege is the same subscription price per share that applies to the subscription privilege.

What are the limitations on the over-subscription privilege?

We will be able to satisfy your exercise of over-subscription privilege only if other stockholders do not elect to purchase all of the shares offered under their subscription rights. We will honor over-subscription requests in full to the extent sufficient shares are available following the exercise of rights under the subscription privilege; provided that we will not issue more than [·] shares upon the exercise of subscription rights and, if applicable, the exercise of over-subscription rights. If over-subscription requests exceed shares available, we will allocate the available shares pro rata to over-subscribing stockholders based on the number of shares each such stockholder purchased under the subscription privilege. Any excess subscription payments will be returned, without interest or penalty, as soon as practicable after the completion of this rights offering.

Why are we conducting this offering?

We have recently completed two acquisitions and believe that other attractive acquisition opportunities exist in our industry.  We used existing cash to complete the prior acquisitions.  We are conducting this offering in order to replenish the working capital used for the prior acquisitions and to improve and strengthen our balance sheet and liquidity position.  We also intend to use the proceeds of this offering for general corporate purposes, including acquisitions and capital expenditures.

Our Board considered and evaluated a number of factors relating to this offering, including:

·      our current capital resources and our future need for additional liquidity and capital;

·our need for increased financial flexibility in order to enable us to implement our business strategy and achieve our business plan;

·      the size and timing of this offering;

·      the potential dilution to our current stockholders if they choose not to participate in this offering;

·      alternatives available for raising capital, including debt and other forms of equity raises;

·      the potential impact of this offering on the public float for our common stock; and

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·the fact that existing stockholders would have the opportunity to participate on a pro rata basis to purchase additional shares of our common stock, subject to certain restrictions.

Am I required to exercise the rights I receive in this offering?

No. You may exercise any number of your rights or you may choose not to exercise any of your rights. However, if you choose not to exercise your rights or you exercise less than your full amount of rights and other stockholders fully exercise their rights, the percentage of our common stock owned by other stockholders will likely increase relative to your ownership percentage, in which case your voting and other rights in our Company would be diluted.

What are the rights?

The rights give holders the opportunity to purchase [·] shares of our common stock for every right held at a subscription price of $[·] per whole share, provided that (1) rights may be exercised in aggregate only to purchase whole shares of our common stock and (2) the total subscription price payable upon any exercise of rights will be rounded to the nearest whole cent. You will receive one right for each share of common stock owned as of 5:00 p.m., New York City time, on the record date. For example, if you own 100 shares of our common stock as of 5:00 p.m., New York City time, on the record date, your rights would entitle you to purchase a total of [·] shares of our common stock for a total subscription price of $[·]. Subject to the limitations described in this offering circular, you may exercise some or all of your rights, or you may choose not to exercise any rights at all.  In addition, stockholders who exercise their subscription rights in full will be entitled to an over-subscription privilege as described elsewhere in this offering circular.

May I sell, transfer or assign my rights?

No. You may not transfer, sell or assign any of the rights distributed to you. The rights are non-transferable and we do not intend to list the rights on any securities exchange or include them in any automated quotation system. Therefore, there will be no market for the rights.

Are there any limitations on my ability to exercise my rights?

Yes. No sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth.  Different rules apply to accredited investors and non-natural persons.  Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A.  For general information on investing, we encourage you to refer to www.investor.gov.

How do I exercise my rights if my shares of the Company’s common stock are held by me directly and not through a broker, custodian bank or other nominee?

If you hold your shares of our common stock in your name and you wish to participate in this offering, you must deliver a properly completed and duly executed rights certificate to the subscription agent and deliver all other required subscription documents, together with payment of the full subscription price, to the subscription agent before 5:00 p.m., New York City time, on the expiration date.

If you send an uncertified check, payment will not be deemed to have been delivered to the subscription agent until the check has cleared. In certain cases, you may be required to provide signature guarantees.

Please follow the delivery instructions on the rights certificate. Do not deliver documents to us. You are solely responsible for completing delivery to the subscription agent of your rights certificate, all other required subscription documents and the subscription payment. You should allow sufficient time for delivery of your subscription materials to the subscription agent so that the subscription agent receives them by 5:00 p.m., New York City time, on the expiration date. See “—To whom should I send my forms and payment?” below.

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If you send a payment that is insufficient to purchase the number of shares of our common stock you requested, or if the number of shares of our common stock you requested is not specified in the forms, the payment received will be applied to exercise your rights to the fullest extent possible based on the amount of the payment received pursuant to your rights. Any payment that is received but not so applied will be refunded to you without interest (subject to the rounding of the amount so applied to the nearest whole cent).

What form of payment is required to purchase shares of the Company’s common stock?

As described in the instructions accompanying the rights certificate, payments submitted to the subscription agent must be made in U.S. currency. Checks or bank drafts drawn on U.S. banks should be payable to “[·], as subscription agent for Viskase Corporation”.

Payments will be deemed to have been received upon clearance of any uncertified check. Please note that funds paid by uncertified check may take five or more business days to clear. Accordingly, rights holders who wish to pay the subscription price by means of uncertified check are urged to make payment sufficiently in advance of the expiration time to ensure that such payment is received and clears by such date. If you hold your shares of our common stock in the name of a broker, dealer, custodian bank or other nominee, separate payment instructions apply. Please contact your nominee, if applicable, for further payment instructions.  See “How do I exercise my rights if my shares of the Company’s common stock are held in the name of a broker, dealer, custodian bank or other nominee?”

How do I exercise my rights if my shares of the Company’s common stock are held in the name of a broker, custodian bank or other nominee?

If you hold shares of our common stock through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of the rights offering.  If you wish to exercise your rights, you will need to have your broker, custodian bank or other nominee act for you.  To indicate your decision, you should complete and return to your broker, custodian bank or other nominee the form entitled “Beneficial Holder Election Form.”  You should receive this form from your broker, custodian bank or other nominee with the other rights offering materials.  You should contact your broker, custodian bank or other nominee if you believe you are entitled to participate in the rights offering but you have not received this form.

How soon must I act to exercise my subscription rights?

If your shares of our common stock are registered in your name and you elect to exercise any or all of your rights, the subscription agent must receive your properly completed and duly executed rights certificate, all other required subscription documents and full subscription payment, including final clearance of any uncertified check, before this offering expires at 5:00 p.m., New York City time, on the expiration date, which is [·]. If you hold your shares in the name of a broker, custodian bank or other nominee, your nominee may establish an earlier deadline before the expiration of this offering by which time you must provide the nominee with your instructions and payment to exercise your rights. Although our Board may extend the expiration date, it currently does not intend to do so.

Although we will make reasonable attempts to provide this offering circular to our stockholders to whom rights are distributed, this offering and all rights will expire at 5:00 p.m., New York City time, on the expiration date, whether or not we have been able to locate and deliver this offering circular to all such stockholders.

After I exercise my rights, can I change my mind?

No. Once you have exercised your rights, you may not revoke such exercise in whole or in part. Accordingly, any exercise of rights will constitute a binding commitment to purchase and pay for the shares of our common stock issuable upon such exercise, regardless of any changes in the value of such shares, in our business, financial condition, results of operations or future prospects or in your individual circumstances.

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Can this offering be cancelled or extended?

Yes. Our Board reserves the right to withdraw, terminate or extend this offering. If we withdraw or terminate this offering, neither we nor the subscription agent will have any obligation with respect to rights that have been exercised except to return, without interest or deduction, any subscription payments the subscription agent received from you. If we were to cancel this offering, any money received from subscribing stockholders would be returned promptly, without interest or penalty, and we would not be obligated to issue shares of common stock to holders who have exercised their rights prior to termination. In addition, we may extend the period for exercising the rights.

How was the subscription price determined?

The $[·] subscription price was set by our Board considering, among other things, our need for equity capital and evaluation of sources of equity financing, feedback from our majority stockholder, Icahn Enterprises, regarding the terms on which it would be willing to make an additional equity investment in the Company and a survey of the discount from market price associated with the subscription price of other rights offerings. The factors considered by our Board and the process our Board undertook to review, consider and approve the subscription price are discussed in “The Rights Offering—Reasons for the Rights Offering” and “—Determination of the Subscription Price.”

Has our Board made a recommendation to our stockholders regarding the exercise of rights under this offering?

No. Our Board has not made, nor will it make, any recommendation to stockholders regarding the exercise of rights in this offering. We cannot predict the price at which our shares of common stock will trade after this offering. You should make an independent investment decision about whether or not to exercise your rights. Stockholders who exercise rights risk investment loss on new money invested. We cannot assure you that the market price for our common stock will trade at any specified market price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. If you do not exercise your rights in full, your percentage ownership interest and related rights in our Company will likely be diluted.

Are there any risks associated with this offering?

Stockholders who exercise their rights will incur investment risk on new money invested. The stock market and, in particular, our common stock price, may experience volatility and the market for our stock is illiquid. As a result, the market price for our common stock may be volatile. This offering will increase the number of outstanding shares of our common stock (assuming the exercise of the rights in full) by approximately [·]% and the trading volume in our common stock may fluctuate more than usual and cause significant price variations to occur. The market price of our common stock will depend on many factors, which may change from time to time, including our financial condition, performance, creditworthiness and prospects, future sales of our securities and other factors. Volatility in the market price of our common stock may prevent you from being able to sell our common stock when you want or at prices you find attractive. You should make your decision based on your assessment of our business and financial condition, our prospects for the future, the terms of this offering and the information contained in this offering circular. You should carefully consider the risks, among other things, described under the heading “Risk Factors” contained in this offering circular before exercising your rights and investing in shares of our common stock.

Will the directors and executive officers participate in this offering?

To the extent they hold common stock as of the record date, our directors and executive officers are entitled to participate in this offering on the same terms and conditions applicable to all other stockholders. While some or all of our directors and executive officers may participate in this offering, they are not required to do so. See “The Rights Offering—Effect of This Offering on Existing Stockholders; Interests of Certain Stockholders, Directors and Officers”.

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Will Carl C. Icahn or any of its affiliates participate in this offering?

As of September 14, 2017, Carl C. Icahn, through his affiliates Icahn Enterprises L.P. (“Icahn Enterprises”) and Icahn Enterprises Holdings L.P. (“IEH”) beneficially owned 27,261,917 shares of our common stock, constituting approximately 74.6% of our outstanding common stock. Icahn Enterprises is entitled to participate in this offering on the same terms and conditions applicable to all rights holders. Icahn Enterprises has advised us that it intends to exercise its subscription rights in full and to over-subscribe with respect to any unexercised rights, although it is not required to do so.

If after the rights offering is consummated, Icahn Enterprises becomes the beneficial owner of more than 80% of our outstanding common stock, the Company would become a member of the consolidated group of a corporate subsidiary of Icahn Enterprises for U.S. federal income tax purposes and thereafter the Company’s net operating losses, if any, and other tax attributes may be available to offset the income tax liability of such consolidated group, in which case, the Company would expect to receive compensation to the extent set forth in the tax allocation agreement.  See “Certain Relationships and Related Transactions-Tax Allocation Agreement.”

When will I receive my shares of the Company’s common stock?

Stockholders whose shares are held of record by Cede & Co., or Cede, the nominee of Depository Trust Company, or by any other depository or nominee on their behalf, will have any shares that they acquire credited to the account of Cede or such other depository or nominee. With respect to all other stockholders, stock certificates for all shares acquired will be mailed promptly after the expiration date.

Is there a backstop purchaser?

No. There is no backstop purchaser in this offering.

What effects will this offering have on our outstanding common stock?

After giving effect to this offering, assuming that it is fully subscribed, we will have approximately [·] shares of common stock outstanding, representing an increase of approximately [·]% from the number of our outstanding shares as of the record date. If you fully exercise the rights that we distribute to you and the offering is subscribed in full, your proportional interest in us will remain the same. If you do not exercise any rights, or you exercise less than all of your rights, your interest in us will likely be diluted, as you will likely own a smaller proportional interest in us compared to your interest prior to this offering.

As of September 14, 2017, Icahn Enterprises beneficially owned approximately 74.6% of our common stock. Icahn Enterprises will have the right to subscribe for and purchase shares of our common stock in this offering and has advised us that it intends to exercise its subscription rights in full and to over-subscribe with respect to any unexercised rights, although it is not required to do so.

If all of our stockholders, including Icahn Enterprises, exercise the subscription rights issued to them and this offering is therefore fully subscribed, the beneficial ownership percentage of Icahn Enterprises will not change. All ownership percentages described in this paragraph are based upon our outstanding common stock and the beneficial ownership of Icahn Enterprises as of September 14, 2017.

How much will we receive from this offering and how will such proceeds be used?

We estimate that the net proceeds from this offering will be approximately $50,000,000, before deducting expenses related to this offering.

We intend to use the net proceeds from this offering to replenish working capital used for the acquisitions of Walsroder and Darmex and for other general corporate purposes, including acquisitions and capital expenditures.

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If my exercise of rights is not valid or if this offering is not completed, will my subscription payment be refunded to me?

Yes. The subscription agent will hold all funds it receives in a segregated bank account until the completion of this offering. If your exercise of rights is deemed not to be valid or this offering is not completed, all subscription payments received by the subscription agent will be returned as soon as practicable following the expiration of this offering, without interest or penalty. If you own shares through a nominee, it may take longer for you to receive your subscription payments because the subscription agent will return payments through the record holder of your shares.

What fees or charges apply if I purchase shares in this offering?

We are not charging any fee or sales commission to issue rights to you or to issue shares of our common stock to you if you exercise your rights. If you exercise your rights through a broker, custodian bank or other nominee, you are responsible for paying any fees your nominee may charge you.

What are the U.S. federal income tax consequences of exercising my rights?

For U.S. federal income tax purposes, a U.S. holder should not recognize income or loss in connection with the receipt or exercise of rights in this offering. You should consult your tax advisor as to your particular tax consequences resulting from this offering. For a summary of certain U.S. federal income tax consequences of this offering, see “Material U.S. Federal Income Tax Considerations.”

To whom should I send my forms and payment?

If your shares of our common stock are held in the name of a broker, custodian bank or other nominee, then you should deliver all required subscription documents and subscription payments pursuant to the instructions provided by your nominee. If your shares of our common stock are held in your name, then you should send all required subscription documents and subscription payments by mail, hand delivery or overnight courier to the appropriate address listed below:

If delivering by regular mail:

[·]

If delivering by hand or overnight courier:

[·]

You and, if applicable, your nominee are solely responsible for completing delivery to the subscription agent of your rights certificate and all other required subscription documents and payments. You should allow sufficient time for delivery of your subscription materials to the subscription agent and clearance of payments before the expiration of this offering. If you hold your common stock through a broker, custodian bank or other nominee, your nominee may establish an earlier deadline before the expiration date of this offering.

Whom should I contact if I have other questions?

If you have any questions regarding this offering, completion of the rights certificate or any other subscription documents or submitting payment in this offering, please contact the subscription agent toll-free at: [·].

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THE RIGHTS OFFERING

Before deciding whether to exercise your subscription rights, you should carefully read this offering circular, including the information set forth under the heading “Risk Factors” and other information about the terms of the offering.

Reasons for the Rights Offering

We have recently completed two acquisitions and believe that other attractive acquisition opportunities exist in our industry.  We used existing cash to complete the prior acquisitions.  We are conducting this offering in order to replenish the working capital used for the prior acquisitions and to improve and strengthen our balance sheet and liquidity position.  We also intend to use the proceeds of this offering for general corporate purposes, including acquisitions and capital expenditures.  This offering would allow us to raise equity capital in a cost-effective manner that allows all of our stockholders the opportunity to participate in the transaction on a pro-rata basis, and if all stockholders exercise their rights, our stockholders may avoid dilution of their ownership interest in the Company, subject to the treatment of fractional shares.

Our Board considered various factors in evaluating this offering and related transactions, including:

·our current capital resources and our future need for additional liquidity and capital;

·our need for increased financial flexibility in order to enable us to implement our business strategy and achieve our business plan;

·the size and timing of this offering;

·the potential dilution to our current stockholders if they choose not to participate in this offering;

·alternatives available for raising capital, including debt and other forms of equity raises;

·the potential impact of this offering on the public float for our common stock; and

·the fact that existing stockholders would have the opportunity to participate on a pro rata basis to purchase additional shares of our common stock, subject to certain restriction.

Terms of the Offer

We are issuing to our stockholders as of the record date non-transferable rights to subscribe for an aggregate of up to [·] shares of our common stock. Each stockholder as of the record date is being issued one non-transferable right for each share of our common stock owned as of 5:00 p.m., New York City time, on the record date.

Each right entitles the holder to purchase [·] shares of our common stock, at a price of $[·] per whole share, which we refer to as the subscription price. Rights may only be exercised in aggregate for whole numbers of shares of our common stock; no fractional shares of our common stock will be issued in this offering.

Rights holders who fully exercise their rights will be entitled to subscribe for additional shares of our common stock that remain unsubscribed as a result of any unexercised subscription rights, which we refer to as the remaining shares. We refer to the right to subscribe for remaining shares as the over-subscription privilege. If sufficient remaining shares of our common stock are available, all over-subscription requests will be honored in full. The over-subscription privilege is subject to certain limitations and pro rata allocations. See “Over-Subscription Privilege” below.

We refer to the subscription rights and over-subscription privileges collectively as rights. Rights may be exercised at any time during the subscription period, which commences on [·], and ends at 5:00 p.m., New York City time, on [·], the expiration date, unless extended by us.

The rights will be evidenced by subscription certificates which will be mailed to stockholders, except as discussed below under “Foreign Stockholders.”

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For purposes of determining the number of shares a rights holder may acquire in this offering, broker-dealers, trust companies, banks or others whose shares are held of record by Cede or by any other depository or nominee will be deemed to be the holders of the rights that are issued to Cede or the other depository or nominee on their behalf.

There is no minimum number of rights which must be exercised in order for this offering to close.

Over-Subscription Privilege

The over-subscription privilege allows rights holders who have exercised their subscription rights in full to subscribe for additional shares of our common stock available as a result of the failure of one or more holders to exercise his or her subscription rights in full. Rights holders should indicate on the subscription certificate that they submit with respect to the exercise of the rights issued to them how many additional shares of our common stock they are willing to acquire pursuant to the over-subscription privilege. If sufficient shares of our common stock are available, we will seek to honor over-subscription requests in full. If requests for shares of our common stock pursuant to the over-subscription privilege exceed the remaining shares available, the available remaining shares will be allocated pro-rata among rights holders who over-subscribe based on the subscription rights exercised. The percentage of remaining shares each over-subscribing rights holder may acquire will be rounded down to result in delivery of whole shares. The allocation process may involve a series of allocations to assure that the total number of remaining shares available for over-subscriptions is distributed on a pro-rata basis. The formula to be used in allocating the available excess shares is as follows:

Rights Holder’s Subscription Rights Exercised	X	Shares Available for Rights Holders Exercising Their Over-Subscription Privilege
Total Subscription Rights Exercised

Banks, brokers, trustees and other nominee holders of rights will be required to certify to the subscription agent, before any over-subscription privilege may be exercised with respect to any particular beneficial owner, as to the aggregate number of rights exercised pursuant to the subscription right and the number of shares subscribed for pursuant to the over-subscription privilege by such beneficial owner.

As of September 14, 2017, Icahn Enterprises beneficially owned 27,261,917 shares of our common stock, constituting approximately 74.6% of our outstanding common stock.  Icahn Enterprises is entitled to participate in the rights offering on the same terms and conditions applicable to all rights holders.  Icahn Enterprises has advised us that it intends to exercise its subscription rights in full and to over-subscribe with respect to any unexercised rights, although it is not required to do so.

We will not offer or sell in connection with this offering any shares of common stock that are not subscribed for pursuant to the subscription rights or the over-subscription rights.

Expiration of this Offer

This offering will expire at 5:00 p.m., New York City time, on [·], unless extended by us, and rights may not be exercised thereafter.

Any extension of this offering will be followed as promptly as practicable by announcement thereof, and in no event later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. Without limiting the manner in which we may choose to make such announcement, we will not, unless otherwise required by law, have any obligation to publish, advertise or otherwise communicate any such announcement other than by issuing a press release or such other means of announcement as we deem appropriate.

Determination of the Subscription Price

The $[·] subscription price was set by our Board considering, among other things, our need for equity capital and evaluation of sources of equity financing, feedback from our majority stockholder, Icahn Enterprises, regarding the

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terms on which it would be willing to make an additional equity investment in the Company and a survey of the discount from market price associated with the subscription price of other rights offerings. In approving the subscription price, our Board considered, among other things, the following factors:

·the historical and current market price of our common stock, including that the subscription price represents a discount of [·]% to the closing price of our common stock of $ [·] per share on [·] (the date our Board approved the subscription price);

·the fact that holders of rights will have an over-subscription privilege (See “Over-Subscription Privilege” above);

·the level of execution risk of raising of capital in this offering;

·the terms and expenses of this offering relative to other alternatives for raising capital and our ability to access capital through such alternatives;

·comparable precedent transactions, including the range of discounts to the market value (on an actual basis and a pro forma basis taking into account the subscription price and size of this offering) represented by the subscription prices in other rights offerings;

·the size of this offering; and

·the general condition of the securities markets.

In establishing the $[·] subscription price, our Board was aware that Icahn Enterprises uses the indicative net asset value of its subsidiaries, including the Company, as an additional method for considering the value of its assets, and Icahn Enterprises believes that this information can be helpful to its investors. Icahn Enterprises publicly reports the indicative net asset value of its subsidiaries, but cautions that such indicative net asset values do not represent the market price at which such subsidiaries trade and accordingly, data regarding indicative net asset value is of limited use and should not be considered in isolation. As of June 30, 2017, Icahn Enterprises reported the indicative net asset value of its control position in the Company at approximately $164 million or $6.00 per share. The indicative net asset value of Icahn Enterprises’ control interest in the Company was determined based on market comparables, due to the lack of material trading values in the common stock. Based on such comparables, Icahn Enterprises values its control interest at 9.0x Adjusted EBITDA of the Company’s Adjusted EBITDA as estimated by Icahn Enterprises for the twelve months ended June 30, 2017.

Subscription Agent

American Stock Transfer and Trust Company, LLC (“AST”) will act as the subscription agent in connection with this offering. AST will receive fees for its administrative, processing, invoicing and other services, plus reimbursement for all out-of-pocket expenses related to this offering.

Completed subscription certificates with full payment of the subscription price for all whole shares subscribed for through the exercise of the subscription right and the over-subscription privilege must be delivered to the subscription agent by one of the methods described below. We will accept only properly completed and duly executed subscription certificates actually received at any of the addresses listed below, at or prior to 5:00 p.m., New York City time, on the expiration date of this offering or by the close of business on the third business day after the expiration date of this offering following timely receipt of a notice of guaranteed delivery. See “Payment for Shares” below. In this offering circular, close of business means 5:00 p.m., New York City time, on the relevant date.

Subscription Certificate Delivery Method	Address/Number
By Notice of Guaranteed Delivery:	Contact an Eligible Guarantor Institution, which may include a commercial bank or trust company, a member firm of a domestic stock exchange or a savings bank or credit union, to notify us of your intent to exercise the rights.
By Hand or Overnight Courier:	[·]

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By Regular Mail: [·]

Delivery to an address other than one of the addresses listed above may not constitute valid delivery and, accordingly, may be rejected by us.

Any questions or requests for assistance concerning the method of subscribing for shares or for additional copies of this offering circular or subscription certificates or notices of guaranteed delivery may be directed to the subscription agent at its telephone number and address listed below:

[·]

Stockholders may also contact their broker-dealers or nominees for information with respect to this offering.

Methods for Exercising Rights

Exercise of the Subscription Right

Rights are evidenced by subscription certificates that, except as described below under “Foreign Stockholders,” will be mailed to record date stockholders or, if a record date stockholder’s shares are held by a depository or nominee on his, her or its behalf, to such depository or nominee. Rights may be exercised by completing and signing the subscription certificate that accompanies this offering circular and mailing it in the envelope provided, or otherwise delivering the completed and duly executed subscription certificate to the subscription agent, together with payment in full for the shares at the subscription price by the expiration date of this offering. Rights may also be exercised by contacting your broker, trustee or other nominee, who can arrange, on your behalf, to guarantee delivery of payment and delivery of a properly completed and duly executed subscription certificate, pursuant to a notice of guaranteed delivery, by the close of business on the third business day after the expiration date. A fee may be charged by your broker, trustee or other nominee for this service. Completed subscription certificates and related payments must be received by the subscription agent prior to 5:00 p.m., New York City time, on or before the expiration date (unless payment is effected by means of a notice of guaranteed delivery as described below under “Payment for Shares”) at the offices of the subscription agent at the address set forth above. All exercises of subscription rights are irrevocable.

Exercise of the Over-Subscription Privilege

Rights holders who fully exercise all rights issued to them may participate in the over-subscription privilege by indicating on their subscription certificate the number of shares of our common stock they are willing to acquire. If sufficient remaining shares of our common stock are available after the primary subscription, we will seek to honor over-subscription requests in full; otherwise remaining shares of our common stock will be allocated on a pro rata basis as described under “Over-Subscription Privilege” above. All exercises of over-subscription privilege are irrevocable.

Record Date Stockholders Whose Shares are Held by a Nominee

Record date stockholders whose shares are held by a nominee, such as a bank, broker-dealer or trustee, must contact that nominee to exercise their rights. In that case, the nominee will complete the subscription certificate on behalf of the record date stockholder and arrange for proper payment by one of the methods set forth under “Payment for Shares” below.

Nominees

Nominees, such as brokers, trustees or depositories for securities, who hold shares for the account of others, should notify the respective beneficial owners of the shares as soon as possible to ascertain the beneficial owners’ intentions and to obtain instructions with respect to the rights. If the beneficial owner so instructs, the nominee should complete the subscription certificate and submit it to the subscription agent with the proper payment as described under “Payment for Shares” below.

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General

All questions as to the validity, form, eligibility (including times of receipt and matters pertaining to beneficial ownership) and the acceptance of subscription forms and the subscription price will be determined by us, which determinations will be final and binding. No alternative, conditional or contingent subscriptions will be accepted. We reserve the right to reject any or all subscriptions not properly submitted or the acceptance of which would, in the opinion of our counsel, be unlawful.

We reserve the right to reject any exercise of subscription rights if such exercise is not in accordance with the terms of this offering or not in proper form or if the acceptance thereof or the issuance of shares of our common stock thereto could be deemed unlawful. We reserve the right to waive any deficiency or irregularity with respect to any subscription certificate. Subscriptions will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as we determine in our sole discretion. We will not be under any duty to give notification of any defect or irregularity in connection with the submission of subscription certificates or incur any liability for failure to give such notification.

The Rights are Not Transferable

The rights are non-transferable and we do not intend to list the rights on any securities exchange or include them in any automated quotation system. Therefore, there will be no market for the rights.

Foreign Stockholders

Subscription certificates will not be mailed to foreign stockholders. Foreign stockholders will receive written notice of this offering. The subscription agent will hold the rights to which those subscription certificates relate for these stockholders’ accounts until instructions are received to exercise the rights, subject to applicable law.

Payment for Shares

Participating rights holders may choose between the following methods of payment:

(1)A participating rights holder may deliver the subscription certificate, together with payment for the shares subscribed for and any additional shares subscribed for pursuant to the over-subscription right, to the subscription agent at one of the subscription agent’s offices set forth above (see “—Subscription Agent”), at or prior to 5:00 p.m., New York City time, on the expiration date.

(2)A participating rights holder may request an Eligible Guarantor Institution as that term is defined in Rule 17Ad-15 under the Exchange Act to send a notice of guaranteed delivery or otherwise guaranteeing delivery of (i) payment of the full subscription price for the whole shares subscribed for and any additional shares subscribed for pursuant to the over-subscription right and (ii) a properly completed and duly executed subscription certificate. The subscription agent will not honor a notice of guaranteed delivery unless a properly completed and duly executed subscription certificate and full payment for the shares is received by the subscription agent at or prior to 5:00 p.m., New York City time, on [·], unless this offering is extended by us.

All payments by a participating rights holder must be in U.S. dollars by money order or check or bank draft drawn on a bank or branch located in the United States and payable to [·]. Payment also may be made by wire transfer to [·] with reference to the rights holder’s name. The subscription agent will deposit all funds received by it prior to the final payment date into a segregated account pending pro-ration and distribution of the shares.

The method of delivery of subscription certificates and payment of the subscription price to us will be at the election and risk of the participating rights holders, but if sent by mail it is recommended that such certificates and payments be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the subscription agent and clearance of payment prior to 5:00 p.m., New York City time, on the expiration date or the date guaranteed payments are due under a notice of guaranteed delivery (as applicable). Because uncertified personal checks may take at least five business days to clear, you are strongly urged to pay, or arrange for payment, by means of certified or cashier’s check or money order.

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Whichever of the two methods described above is used, issuance of the shares purchased is subject to collection of checks and actual payment. If a participating rights holder who subscribes for shares as part of the subscription right or over-subscription right does not make payment of any amounts due by the expiration date or the date guaranteed payments are due under a notice of guaranteed delivery, as applicable, the subscription agent reserves the right to take any or all of the following actions: (i) reallocate the shares to other participating rights holders in accordance with the over-subscription right; (ii) apply any payment actually received by it from the participating rights holder toward the purchase of the greatest whole number of shares which could be acquired by such participating rights holder upon exercise of the primary subscription and/or the over-subscription right; and/or (iii) exercise any and all other rights or remedies to which it may be entitled, including the right to set off against payments actually received by it with respect to such subscribed for shares.

All questions concerning the timeliness, validity, form and eligibility of any exercise of rights will be determined by us, whose determinations will be final and binding. We may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as we may determine, or reject the purported exercise of any right. Subscriptions will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as we determine. The subscription agent will not be under any duty to give notification of any defect or irregularity in connection with the submission of subscription certificates or incur any liability for failure to give such notification.

Participating rights holders will have no right to rescind their subscription after receipt of their payment for shares.

Delivery of Shares

Stockholders whose shares are held of record by Cede or by any other depository or nominee on their behalf or their broker-dealers’ behalf will have any shares that they acquire credited to the account of Cede or the other depository or nominee. With respect to all other stockholders, stock certificates for all shares acquired will be mailed as soon as practicable after the expiration date.

Termination

This offering may be terminated by our Board at any time.  If this offering is terminated, all rights will expire without value and we will promptly arrange for the refund, without interest or penalty, of all funds received from rights holders. All monies received by the subscription agent in connection with this offering will be held by the subscription agent, on our behalf, in a segregated account. Any interest with respect thereto shall be payable to us even if we determine to terminate this offering and return your subscription payment.

No Recommendation to Stockholders

Our Board has not made, nor will it make, any recommendation to stockholders regarding the exercise of rights under this offering. We cannot predict the price at which our shares of common stock will trade after this offering. You should consult with your legal, tax and financial advisors prior to making your independent investment decision about whether or not to exercise your rights.

Stockholders who exercise rights risk investment loss on new money invested. We cannot assure you that the market price for our common stock will trade at any specified market price or that anyone purchasing shares at the subscription price will be able to sell those shares in the future at the same price or a higher price. If you do not exercise your rights in full, your percentage ownership interest in the Company will likely be diluted. For more information on the risks of participating in this offering, see the section of this offering circular entitled “Risk Factors.”

Effect of This Offering on Existing Stockholders; Interests of Certain Stockholders, Directors and Officers

After giving effect to this offering, assuming that it is fully subscribed, we would have approximately [·] shares of common stock outstanding, representing an increase of approximately [·]% from the number of our outstanding shares as of the record date. If you fully exercise the rights that we distribute to you and the offering is subscribed in

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full, your proportional interest in us will remain the same. If you do not exercise any rights, or you exercise less than all of your rights, your interest in us will likely be diluted, as you will likely own a smaller proportional interest in us compared to your interest prior to this offering.

As of September 14, 2017, Icahn Enterprises beneficially owned approximately 74.6% of our common stock. Icahn Enterprises is entitled to participate in the rights offering on the same terms and conditions applicable to all rights holders.  Icahn Enterprises has advised us that it intends to exercise its subscription rights in full and to over-subscribe with respect to any unexercised rights, although it is not required to do so.

If all of our stockholders, including Icahn Enterprises, exercise the subscription rights issued to them and this offering is therefore fully subscribed, the beneficial ownership percentage of Icahn Enterprises will not change. All ownership percentages described in this paragraph are based upon out outstanding common stock and the beneficial ownership of Icahn Enterprises as of the record date.

Material U.S. Federal Income Tax Treatment of Rights Distribution

The receipt and exercise of subscription rights by stockholders should generally not be taxable for U.S. federal income tax purposes. You should seek specific tax advice from your tax advisor in light of your particular circumstances and as to the applicability and effect of any other tax laws. See “Material U.S. Federal Income Tax Consequences.”

Charter Amendment

We expect to amend our certificate of incorporation prior to the expiration date to increase the number of shares of common stock that we are authorized to issue from 50,000,000 to 100,000,000.  The completion of the rights offering is conditioned on the adoption of this amendment to our certificate of incorporation.

Shares of Our Common Stock Outstanding After this Offering

As of the September 14, 2017, 36,523,999 shares of our common stock were issued and outstanding. Assuming no additional shares of common stock have been or will be issued by the Company after the record date and prior to consummation of this offering and assuming it is fully subscribed, we expect approximately [·] shares of our common stock will be outstanding immediately after completion of this offering.

Other Matters

We are not making this offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares of our common stock from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations to accept or exercise the subscription rights. We may delay the commencement of this offering in those states or other jurisdictions, or change the terms of this offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay allocation and distribution of any shares you may elect to purchase by exercise of your subscription rights in order to comply with state securities laws. We may decline to make modifications to the terms of this offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights, you will not be eligible to participate in this offering. However, we are not currently aware of any states or jurisdictions that would preclude participation in this offering.

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this offering circular before exercising your subscription rights and investing in our common stock.  The risks described below are not the only risks facing us.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations.  Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your investment.

Risks Related to our Business

We face competitors that are better capitalized, and the continuous-flow nature of the casings manufacturing process forces competitors to compete based on price in order to maintain volume, which could adversely affect our revenues and results.

We face competition in the United States and internationally from competitors that may have substantially greater financial resources than we have.  Currently, our primary competitors include Viscofan, S.A., Kalle GmbH and Visko Teepak, although new competitors could enter the market or competing products could be introduced.  The continuous-flow nature of the casings manufacturing process has historically provided an incentive to competitors in our industry to compete based on price in order to maintain volume, which could result in lower pricing.  Viskase believes the current and planned cellulose production capacity in its industry exceeds global demand and will continue to do so in the near term. We attempt to differentiate our products on the basis of product quality and performance, product development, service, sales and distribution, but these efforts may not be sufficient to offset price competition.  If prices decline, it may materially adversely affect our profitability, whereas certain of our competitors who are better capitalized may be positioned to absorb such price declines.  Any of these factors could result in a material reduction of our revenue, gross profit margins and operating results.

We receive our raw materials from a limited number of suppliers, and problems with their supply could impair our ability to meet our customer’s product demands.

Our principal raw materials, paper, pulp, polyamide resins and key chemicals, namely sodium hydroxide, carbon disulfide and sulfuric acid, constitute an important aspect and cost factor of our operations.  We generally purchase our paper and pulp from a single source or a small number of suppliers, and purchase sodium hydroxide and carbon disulfide from a few sources.  Any inability of our suppliers to timely deliver raw materials or any unanticipated adverse change in our suppliers could be disruptive and costly to us.  Our inability to obtain raw materials from our suppliers would require us to seek alternative sources.  These alternative sources may not be adequate for all of our raw material needs, nor may adequate raw material substitutes exist in a form that our processes could be modified to use.  These risks could materially and adversely impact our sales volume, revenues, costs of goods sold and, ultimately, profit margins.

Our failure to efficiently respond to industry changes in casings technology could jeopardize our ability to retain our customers and maintain our market share.

We and other participants in our industry have considered alternatives to cellulosic casings for many years. As resin technology improves or other technologies develop, alternative casings or other manufacturing methods have been developed and may continue to be improved that threaten the long-term sustainability and profitability of cellulosic casings, our core product, and our fibrous casings.  Our failure to anticipate, develop or efficiently and timely integrate new technologies that provide viable alternatives to cellulosic casings, including collagen, plastics and film alternatives, may cause us to lose customers and market share to competitors integrating such technologies, which, in turn, would negatively impact our revenues and operating results.

Sales of our products could be negatively affected by problems or concerns with the safety and quality of food products.

We could be adversely affected if consumers in the food markets were to lose confidence in the safety and quality of meat products, particularly with respect to processed meat products for which casings are used, such as hot dogs and

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sausages.  Outbreaks of, or even adverse publicity about the possibility of, diseases such as avian influenza and “mad cow disease,” food-borne pathogens such as E. coli and listeria and any other food safety problems or concerns relating to meat products, may discourage consumers from buying meat products.  These risks could also result in additional governmental regulations and/or cause production and delivery disruptions or product recalls.  Each of these risks could adversely affect the demand for our products and consequently our sales volumes and revenues.

Changing dietary trends and consumer preferences could weaken the demand for our products.

Various medical studies detailing the health-related attributes of particular foods, including meat products, affect the purchase patterns, dietary trends and consumption preferences of consumers. These patterns, trends and preferences are routinely changing. For example, general dietary concerns about meat products, such as the cholesterol, calorie, sodium and fat content of such products, could result in reduced demand for such products, which would, in turn, cause a reduction in the demand for our products and a decrease in our sales volume and revenue.

Our facilities are capital intensive, and we may not be able to obtain financing to fund necessary capital expenditures.

Our business is capital intensive.  We operate eleven manufacturing facilities and six distribution centers as part of our business.  We are required to make substantial capital expenditures and substantial repair and maintenance expenditures to maintain, repair, upgrade and expand existing equipment and facilities to keep pace with competitive developments.  In addition, we are required to invest in technological advances to maintain compliance with safety standards and environmental laws or regulations.  If we need to obtain additional funds to finance such capital expenditures, we may not be able to do so on terms favorable to us, or at all, which would ultimately negatively affect our production and operating results.

Business interruptions at any of our production facilities could increase our operating costs, decrease our sales or cause us to lose customers.

The reliability of our production facilities is critical to the success of our business.  In recent years, we have streamlined our productive capacity to be better aligned with our sale volumes.  We generally seek to operate our facilities at levels that leave little or no excess production capacity for certain products.  If the operations of any of our manufacturing facilities were interrupted or significantly delayed for any reason, including labor stoppages, we may be unable to shift production to another facility without incurring a significant drop in production.  Such a drop in production would negatively affect our sales and our relationships with our customers.

We are subject to significant minimum contribution requirements and market exposure with respect to our defined benefit plan, both of which could adversely affect our cash flow.

While we have frozen participation in our defined benefit plan, we are subject to substantial minimum contribution requirements with respect to our pension plan.  Although the amount fluctuates, our aggregate minimum funding contribution requirement from 2017 through 2021 is approximately $19.7 million. This amount could increase or decrease due to market factors, including expected returns on plan assets and the discount rate used to measure accounting liabilities, among other factors.  Our unfunded pension plan liabilities with respect to our United States employees were projected to be $45.8 million as of June 30, 2017.  The funds in our defined benefit plan are subject to market risks, including fluctuating discount rates, interest rates and asset returns.

Our foreign operations expose us to risks that may materially adversely affect our financial condition, results of operations, liquidity and cash flows.

We currently have manufacturing facilities, distribution centers and service centers in eight foreign countries, including Brazil, Canada, France, Germany, Italy, Mexico, the Philippines and Poland.  A significant portion of our annual revenues are generated outside the U.S. Operating in many different countries exposes us to varying risks, which include:  (i) multiple, and sometimes conflicting, foreign regulatory requirements and laws that are subject to change and are often much different than the domestic laws in the U.S., including laws relating to taxes, consumer privacy, data security, employment matters, import and export controls and the protection of our trademarks and

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other intellectual property; (ii) the effect of foreign currency translation risk, as well as limitations on our ability to repatriate income; (iii) varying tax regimes, including consequences from changes in applicable tax laws and our ability to repatriate cash from non-U.S. affiliates without adverse tax consequences; (iv) local ownership or investment requirements, as well as difficulties in obtaining financing in foreign countries for local operations; (v) political and economic instability, natural calamities, war, and terrorism; and (vi) tariffs.

Our sales to customers located outside the United States generally are subject to taxes on the repatriation of funds. In addition, international operations in certain parts of the world may be subject to international balance of payments difficulties that may raise the possibility of delay or loss in the collection of accounts receivable from sales to customers in those countries. Net sales to customers located outside the United States represented approximately 70% of our total net sales in 2016 and approximately 69% of our total net sales for the first six months of 2017.

Additionally, operating in many different countries also increases the risk of a violation, or alleged violation, of the United States Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws, such as the U.K. Bribery Act, that generally prohibit companies and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business, the economic sanction programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control and the anti-boycott regulations administered by the U.S. Department of Commerce’s Office of Anti-boycott Compliance.  Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as other penalties and the SEC and U.S. Department of Justice have increased their enforcement activities with respect to the FCPA. Internal control policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices may not be effective in prohibiting our directors, employees, contractors or agents from violating or circumventing our policies and the law. If our directors, employees or agents fail to comply with applicable laws or Company policies governing our international operations, the Company may face investigations, prosecutions and other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions, as well as a negative impact on our Company’s reputation and business.   Violations of these laws could be costly and disrupt the Company’s business, which could have a material adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

Should any of these risks occur, it could impair our ability to export our products or conduct sales to customers located outside of the United States and result in a loss of sales and profits from our international operations.

Continued compliance with environmental regulations may result in significant costs, which could negatively affect our financial condition.

Our operations are subject to extensive environmental, health and safety laws and regulations pertaining to the discharge of substances into the environment, the handling and disposition of wastes and land reclamation and remediation of hazardous substance substances.  We are also subject to differing environmental regulations and standards due to the fact that we operate in many different countries.  Present and future environmental laws and regulations applicable to our operations may require substantial capital expenditures and may have a material adverse effect on our business, financial condition and results of operations.

Failure to comply with environmental laws and regulations can have serious consequences for us, including criminal as well as civil and administrative penalties and negative publicity.  Liability under these laws and regulations involves inherent uncertainties.  In addition, continued government and public emphasis on environmental issues can be expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations.  As the nature of these potential future charges is unknown, management is not able to estimate the magnitude of any future costs, and we have not accrued any reserve for any potential future costs.

Our intellectual property rights may be inadequate or violated, or we may be subject to claims of infringement, both of which could negatively affect our financial condition.

We rely on a combination of trademarks, patents, trade secret rights and other rights to protect our intellectual property.  Our trademark or patent applications may not be approved and our trademarks or patents may be challenged by third parties.  We cannot be certain that the steps we have taken will prevent the misappropriation of

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our intellectual property, particularly in foreign countries where the laws may not protect our rights as fully as the laws of the United States.  From time to time, it has been necessary for us to enforce our intellectual property rights against infringements by third parties, and we expect to continue to do so in the ordinary course of our business. We also may be subjected to claims by others that we have violated their intellectual property rights.  Even if we prevail, third party-initiated or Company-initiated claims may be time consuming and expensive to resolve, and may result in a diversion of our time and resources.  The occurrence of any of these factors could diminish the value of our trademark, patent and intellectual property portfolio, subject us to greater competitive pressure and negatively impact our sales volume and revenues.

Our substantial level of indebtedness could adversely affect our results of operations, cash flows and ability to compete in our industry, which could, among other things, prevent us from fulfilling our obligations under our debt agreements.

We have substantial indebtedness. In addition, subject to restrictions in the agreements governing our revolving credit facility and term loan, we may incur additional indebtedness.  As of June 30, 2017, we had approximately $278.6 million in aggregate principal amount of total debt, exclusive of additional indebtedness that we may borrow under our revolving credit facility.

Our high level of indebtedness has important implications, including the following:

·if we fail to satisfy our obligations under our indebtedness, or fail to comply with the restrictive covenants contained in the agreements governing our revolving credit facility and term loan, an event of default may result, all of our indebtedness could become immediately due and payable, and our lenders could foreclose on our assets securing such indebtedness following the occurrence and during the continuance of an event of default;

·a default under the revolving credit facility or the term loan could trigger cross-defaults; and

·repayment of our indebtedness may require us to dedicate a substantial portion of our cash flow from our business operations, thereby reducing the availability of cash flow to fund working capital, capital expenditures, development projects, general operational requirements and other purposes.

We expect to obtain the funds to pay our expenses and to repay our indebtedness primarily from our operations and, in the case of our indebtedness, from refinancings thereof.  Our ability to meet our expenses and make these payments thus depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control.  Our business may not generate sufficient cash flow from operations in the future and our currently anticipated growth in revenue and cash flow may not be realized, either or both of which could result in our being unable to repay indebtedness, or to fund other liquidity needs.  If we do not have enough funds, we may be required to refinance all or part of our then existing debt, reduce or delay capital expenditures, sell assets or borrow more funds, which we may not be able to accomplish on terms acceptable to us, or at all.  In addition, the terms of existing or future debt agreements may restrict us from pursuing any of these alternatives.

Despite current indebtedness levels, we may still incur substantially more debt, which could decrease cash or other collateral available to pay our current debt.

We may incur substantial additional indebtedness in the future.  Although the agreements governing our revolving credit facility and term loan contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.

A substantial portion of our business is conducted through foreign subsidiaries, and our failure to generate sufficient cash flow from these subsidiaries, or otherwise repatriate or receive cash from these subsidiaries, could result in our inability to repay our indebtedness.

Our sales to customers located outside the United States are conducted primarily through subsidiaries organized under the laws of jurisdictions outside of the United States.  For the six-month period ended June 30, 2017, our

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foreign restricted subsidiaries contributed approximately 69% of our consolidated revenues.  As of June 30, 2017, 60% of our consolidated assets, based on book value, were held by foreign subsidiaries.  Our ability to meet our debt service obligations with cash from foreign subsidiaries will depend upon the results of operations of these subsidiaries and may be subject to contractual or other restrictions and other business considerations.  In addition, dividend and interest payments to us from our foreign subsidiaries may be subject to foreign withholding taxes, which would reduce the amount of funds we receive from such foreign subsidiaries.  Dividends and other distributions from our foreign subsidiaries may also be subject to fluctuations in currency exchange rates and restrictions on repatriation, which could further reduce the amount of funds we receive from such foreign subsidiaries.

The instruments governing our indebtedness impose significant operating and financial restrictions, and a breach of any such restriction may result in a default, which could result in the possible acceleration of repayment obligations and our secured creditors receiving certain rights against our collateral.

The agreements governing our revolving credit facility and term loan impose significant operating and financial restrictions on us.  These restrictions may restrict our ability to take advantage of potential business opportunities as they arise and may adversely affect the conduct of our current business. More specifically, they restrict our ability to, among other things: incur additional indebtedness or issue disqualified capital stock; pay dividends, redeem subordinated debt or make other restricted payments; make certain investments or acquisitions; grant liens on our assets; merge, consolidate or transfer substantially all of our assets; and transfer, sell or acquire assets, including capital stock of our subsidiaries.

Our ability to comply with the provisions governing our indebtedness may be adversely affected by our operations and by changes in economic or business conditions or other events beyond our control. Our failure to comply with our debt-related obligations could result in an event of default under our indebtedness, resulting in accelerated repayment obligations and giving our secured creditors certain rights against our collateral.

The interests of our controlling stockholder may not be aligned with those of other stockholders.

Carl C. Icahn, through Icahn Enterprises, holds approximately 74.6% of our outstanding common stock.  As a result, Mr. Icahn is able to control or exert substantial influence over us, including the election of our Board of Directors and controlling most matters requiring Board of Directors and stockholder approval, including business strategies, mergers, business combinations, acquisitions or dispositions of significant assets, issuances of common stock, incurrence of debt or other financings. The existence of a controlling stockholder may have the effect of making it difficult for, or may discourage or delay, a third party from seeking to acquire, a majority of our outstanding common stock, which may decrease the value of shares held by other stockholders.  It is possible that the interests of Mr. Icahn could conflict in certain circumstances with those of other stockholders.

If we cannot continue to obtain the benefits provided by entities affiliated with Mr. Icahn, our costs could increase, which could materially adversely affect our business, financial condition and results of operations.

We believe that our relationship with entities affiliated with Mr. Icahn has, in many cases, provided us with a competitive advantage in identifying and attracting partners for critical supply and buying arrangements. In January 2013 we acquired an equity interest in Insight Portfolio Group, LLC, (“Insight Portfolio”) a company that provides consulting services and expertise in sourcing goods and services and insurance products to its members who consist of Icahn portfolio companies. As a member of Insight Portfolio we are afforded the opportunity to purchase goods, services and property from vendors with whom Insight Portfolio has negotiated rates and terms. Insight Portfolio does not guarantee that we will purchase any goods, services or property from any such vendors, and we are under no obligation to do so. We have purchased a variety of goods and services as members of the buying group at prices and on terms that we believe are more favorable than those that would be achieved on a stand-alone basis.  If we were unable to participate in these supply and buying group arrangements, our costs could increase, which could materially adversely affect our business, financial condition and results of operations.

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The misuse or theft of information we possess, including as a result of cyber security breaches, could harm our brand, reputation or competitive position and give rise to material liabilities.

We regularly possess, store and handle non-public information about our customers and employees.  Despite the security measures we currently have in place, our facilities and systems and those of our third-party service providers may be susceptible to unauthorized access.  In addition, unauthorized parties may attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deception of our employees or contractors.  Many of the techniques used to obtain unauthorized access, including viruses, worms and other malicious software programs, are difficult to anticipate until launched against a target and we may be unable to implement adequate preventative measures.  Our failure to maintain the security of that data, whether as the result of our own error or the malfeasance or errors of others, could harm our reputation, interrupt our operations, result in governmental investigations and give rise to a host of civil or criminal liabilities.  Any such failure could lead to lower revenues, increased remediation, prevention and other costs and other material adverse effects on our results of operations, financial condition, liquidity and cash flows.

We are pursuing, and may in the future pursue, expansion and acquisition opportunities and other strategic transactions that involve inherent risks, any of which may cause us to not realize anticipated benefits of such expansion and acquisition opportunities.

We have recently completed two acquisitions and may in the future engage in additional strategic transactions, including acquisitions or dispositions of assets or businesses.  These transactions involve numerous risks which may result in our inability to realize the anticipated benefits of the strategic transactions.  We may not be able to successfully identify suitable acquisition or other strategic opportunities or complete any particular acquisition, combination, joint venture or other strategic transaction on acceptable terms, if at all. Our identification of suitable acquisition candidates and other strategic opportunities involves risks inherent in assessing the values, strengths, weaknesses and profitability of these opportunities including their effects on our business, diversion of our management’s attention and risks associated with unanticipated problems or unforeseen liabilities. If we are successful in pursuing acquisitions or other strategic opportunities, we may be required to expend significant funds, incur additional debt, or issue additional securities, which may materially and adversely affect our results of operations and be dilutive to our stockholders. If we spend significant funds or incur additional debt, our ability to obtain financing for working capital or other purposes could decline and we may be more vulnerable to economic downturns and competitive pressures. In addition, we cannot guarantee that we will be able to finance additional acquisitions or other strategic opportunities, or that we will realize any anticipated benefits from acquisitions or other strategic opportunities. Should we successfully acquire another business, the process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of our existing business.

The Company’s financial position and future cash flows could be adversely affected if it is unable to fully realize its deferred tax assets.

As of June 30, 2017, the Company had deferred income tax assets of $52.1 million, much of which are related to net operating loss carryforwards for income taxes in the United States and in certain other taxing jurisdictions. The Company provides a valuation allowance when it is more likely than not that some portion or all of the net deferred tax assets will not be realized.  The use of the Company’s deferred tax assets enables it to satisfy current and future tax liabilities without the use of the Company’s cash resources. If the Company is unable for any reason to generate sufficient taxable income to fully realize its deferred tax assets, or if the use of its net operating loss carryforwards is limited by Internal Revenue Code Section 382 or similar statute, the Company’s financial position and future cash flows would be adversely affected.

Risks Related to the Rights Offering and to Investing in the Common Stock

The subscription price is not an indication of our value.

The subscription price does not necessarily bear any relationship to the book value of our assets, or our past operations, cash flows, losses, financial condition or any other established criteria for value.  You should not consider the subscription price as any assurance of future value.  After the date of this offering circular, our common stock may trade at prices above or below the subscription price.

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If you exercise your subscription rights, you may be unable to sell any shares you purchase at a profit and your ability to sell may be delayed by the time required to deliver the stock certificates.

To the extent a public trading market for our common stock exists, the trading market price may decline after you elect to exercise your subscription rights.  In the event the subscription price ultimately exceeds the prevailing market price of our common stock, you will have an unrealized loss for so long as the subscription price continues to exceed the prevailing market price.  Moreover, we cannot assure you that following the exercise of your subscription rights you will be able to sell your shares of common stock at any specific price or that you will ever be able to sell your shares at a price equal to or greater than the subscription price.  Until shares of common stock are delivered to you after completion of the rights offering, you may not be able to sell the shares of our common stock that you purchase in the rights offering.  Certificates representing shares of our common stock purchased in the rights offering will be delivered as soon as practicable after completion of the rights offering.  We will not pay you interest on any funds delivered to the subscription agent pursuant to the exercise of subscription rights.

The exercise of subscription rights would result in a substantial number of additional shares of common stock outstanding, which could decrease the price of our common stock.

If all the subscription rights being offered in the rights offering are exercised, [·] shares of common stock would be issued through the exercise of such subscription rights.  In such case, the increase in the number of additional shares of common stock that may be sold in the market could substantially decrease the price of our common stock.

Once you exercise your subscription rights, you may not revoke your exercise.

Once you exercise your subscription rights you cannot revoke your exercise even if there is a decline in the price of our common stock or you learn information about us that you consider unfavorable before the expiration date.  You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at the subscription price.

Because our Board of Directors may cancel the rights offering for any reason, your participation in the rights offering is not assured.

Our Board of Directors may unilaterally withdraw or terminate the rights offering in its discretion at any time until the certificates for shares of common stock are actually issued and distributed to participants in the rights offering.  If we elect to withdraw or terminate the rights offering, neither we nor the subscription agent will have any obligation with respect to the subscription rights except to return, without interest or penalty, any subscription price actually received.

To exercise your subscription rights, you must act promptly and follow the subscription instructions carefully.

In order to exercise subscription rights, each holder must: (i) return a duly completed subscription rights certificate to the subscription agent so that such certificate is actually received by the subscription agent on or before the expiration date; and (ii) pay to the subscription agent on or before the expiration date the aggregate subscription price for all of the common stock purchased pursuant to the holder’s exercise of the subscription rights in accordance with the instructions set forth on the subscription rights certificate.  If, on or prior to the expiration date, the subscription agent for any reason does not receive a duly completed subscription rights certificate and full payment from you in an amount equal to the aggregate subscription price of the subscription rights you desire to exercise, your subscription rights for which we have not received such certificate and payment will be deemed to be unexercised, terminate and become null and void.  On the other hand, the subscription agent may accept such subscription rights to the extent of the payment received.  Neither we nor the subscription agent has any obligation to contact you concerning, or attempt to correct, an incomplete or incorrect subscription form or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

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If you use a personal check to pay the subscription price for shares of common stock, your check may not clear in time.

Any personal check used to pay the subscription price for shares of common stock must clear prior to the expiration date, and the clearing process may require five or more business days.  If you wish to pay the subscription price by uncertified personal check, we urge you to make payment sufficiently in advance of the time the rights offering expires to ensure that your payment is received and your check clears by that time.

There is no established trading market for our common stock and any market for our common stock may be illiquid.

There is no established public market for the common stock.  Our common stock is not listed on any exchange, and we do not intend to apply for any listing.  Our common stock has been traded in the over-the-counter market on the “pink sheets” under the symbol “VKSC.”  Trading on such market is highly illiquid and volatile. In addition, stocks traded over-the-counter generally have a more limited trading volume and exhibit a wide spread between the bid/ask quotations than stock traded on national exchanges.  Many institutional investors have investment policies which prohibit them from trading in over-the-counter stocks. These factors, among others, can have a significant effect on the market price for our common stock for reasons that are unrelated to our operating and financial performance. There can be no certainty as to:

·whether any public market will develop for the common stock;

·the liquidity of any such market that may develop;

·your ability to sell your common stock; or

·the price at which you would be able to sell your common stock.

We do not intend to pay dividends on shares of our common stock in the foreseeable future.

We currently expect to retain our future earnings, if any, for use in the operation and expansion of our business.  We do not anticipate paying any cash dividends on shares of our common stock in the foreseeable future.

The issuance of additional preferred stock or common stock may adversely affect our stockholders.

The completion of the rights offering is conditioned on the adoption of an amendment to our certificate of incorporation to increase the number of shares of common stock that we are authorized to issue from 50,000,000 to 100,000,000.  Assuming the adoption of such amendment to our certificate of incorporation and that the subscription rights are exercised in full, our Board will have the authority to issue an additional [·] shares of our common stock following the rights offering.  In addition, our Board of Directors has the authority to issue up to 50,000,000 shares of our preferred stock and to determine the terms, including voting rights, of those shares without any further vote or action by our common stockholders.  The voting and other rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future.  Similarly, our Board of Directors may issue additional shares of common stock without any further vote or action by our common stockholders, which would have the effect of diluting common stockholders.  An issuance could occur in the context of another public or private offering of shares of common stock or preferred stock or in a situation where the common stock or preferred stock is used to acquire the assets or stock of another company.

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DETERMINATION OF SUBSCRIPTION PRICE

The $[·] subscription price was set by our Board considering, among other things, our need for equity capital and evaluation of sources of equity financing, feedback from our majority stockholder, Icahn Enterprises, regarding the terms on which it would be willing to make an addition al equity investment in the Company and a survey of the discount from market price associated with the subscription price of other rights offerings. The factors considered by our Board and the process our Board undertook to review, consider and approve the subscription price are discussed in “The Rights Offering—Reasons for the Rights Offering” and “—Determination of the Subscription Price.”

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DILUTION

Pursuant to the rights offering, shares of our common stock are being offering at a price equal to $[·] per share.  On December 30, 2016, our chief executive officer exercised options for 1,500,000 shares of common stock at an exercise price of $1.70 per share.  The options were exercised on a partial cashless basis and resulted in the issuance of 339,558 shares of common stock.  Also on December 30, 2016, we granted options to Mr. Davis for 600,000 shares with an exercise price of $2.53 per share.  One-third of the options vests on each anniversary of the grant date, subject to acceleration in specified circumstances.  The options expire on December 31, 2026.

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PLAN OF DISTRIBUTION

We intend to issue subscription rights and distribute copies of this offering circular to those persons who are holders of common stock as of the record date of 5:00 p.m. New York City time, on [·]. Upon completion of the rights offering, we intend to issue shares of our common stock directly to those persons who properly exercise their subscription rights prior to the expiration date. There is no established public market for the common stock. Our common stock is not listed on any exchange, and we do not intend to apply for any listing. Our common stock has been traded in the over-the-counter market on the “pink sheets” under the symbol “VKSC” and trading on such market is highly illiquid and volatile. The rights are non-transferable and will not be listed for trading on any securities exchange or automated quotation system.

Certain of our employees, officers or directors may solicit responses from you to the rights offering, but such individuals will not receive any commissions or compensation for such services other than their normal employment compensation.

We have not agreed to enter into any standby or other arrangements to purchase any rights or any shares of common stock. In addition, we have not entered into any agreements regarding stabilization activities with respect to our securities.

We will pay the fees of AST, the subscription agent, and we will also reimburse AST for any out-of-pocket expenses. We estimate that our total expenses in connection with the rights offering, including fees and expenses of the subscription agent, will be approximately $225,000.

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USE OF PROCEEDS

The net proceeds of a fully subscribed offering to the Company, net of expenses, will be approximately $49.8 million. The Company plans to use these proceeds to replenish working capital used for the acquisitions of Walsroder and Darmex and for other general corporate purposes, including acquisitions and capital expenditures.

The above description of the anticipated use of proceeds is not binding on the Company and is merely description of its current intentions. The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company.

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SELECTED FINANCIAL DATA

(In Thousands, except for per share amounts)

The following historical consolidated financial data for the six months ended June 30, 2017 and June 30, 2016 and the years ended December 31, 2016, December 31, 2015 and December 31, 2014 was derived from our consolidated financial statements. The financial data should be read in conjunction with our consolidated financial statements and notes thereto, which are included elsewhere in this offering circular, and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

	Six Months Ended				Year Ended
	June 30,2017		June 30,2016		December 31, 2016		December 31,2015		December 31,2014
Net sales	188,796		161,694		328,820		343,583		365,203
Operating income (loss)(1)	11,864		9,758		24,489		28,968		45,978
Loss on early extinguishment of debt	—		—		—		—		15,739
Net income(1)	3,759		3,686		5,560		1,297		9,830
Per share net income
— basic	$	0.10	$	0.10	$	0.15	$	0.04	$	0.27
— diluted	$	0.10	$	0.10	$	0.15	$	0.03	$	0.26
Cash and equivalents	14,253		36,079		39,129		37,321		39,310
Restricted cash	1,544		2,063		2,063		1,364		1,364
Working capital	132,817		138,619		134,552		136,599		154,902
Total assets	482,487		420,086		423,438		411,550		428,977
Debt obligations:
Short-term debt	7,677		2,890		2,750		3,160		3,357
Long-term debt	267,372		262,903		261,905		264,148		269,660
Stockholders’ equity	41,910		39,441		29,727		29,367		38,890
Cash dividends	—		—		—		—		—

(1)For a discussion on comparability of income from continuing operations and net income, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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CAPITALIZATION

(In Thousands)

The following table sets forth our unaudited cash and cash equivalents, debt and total capitalization as of June 30, 2017. The table also sets forth this information on an adjusted basis, as of June 30, 2017, assuming the completion of a fully-subscribed rights offering for cash proceeds of $50,000,000 and the use of the net proceeds of such rights offering as set forth in “Use of Proceeds”. This table should be read in conjunction with “Use of Proceeds,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this offering circular.

	As of June 30, 2017
	Actual		As Adjusted
Cash and Cash Equivalents	$	14,253	$	64,028
Debt	275,049		275,049
Total Equity	41,910		91,685
Total Capitalization	$	316,959	$	366,734

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Revolving Credit Facility

On November 14, 2007, the Company entered into a secured revolving credit facility (“Revolving Credit Facility”), which has been subsequently amended.

On January 30, 2014, the Company entered into an Amendment Agreement to the Revolving Credit Facility, together with an amended Loan Agreement, with Icahn Enterprises Holdings L.P. (“IEH”). Drawings under the amended Revolving Credit Facility bear interest at daily three month LIBOR plus 2.0%. The amended Revolving Credit Facility also provides for an unused line fee of 0.375% per annum.

On March 1, 2016, the Company entered into the Tenth Amendment to the Loan and Security Agreement with respect to the Revolving Credit Facility, extending the maturity date of the Revolving Credit Facility from January 30, 2017 to January 30, 2020. The amendment included a fee of $125,000 for the extension.

Indebtedness under the amended Revolving Credit Facility is secured by liens on substantially all of the Company’s domestic and Mexican assets, with liens on (i) accounts, inventory, lockboxes, deposit accounts and investment property (the “ABL Priority Collateral’) to be contractually senior to the liens securing the Term Loan (as hereafter defined) pursuant to an intercreditor agreement, (ii) real property, fixtures and improvements thereon, equipment and proceeds thereof (the “Fixed Asset Priority Collateral”), to be contractually subordinate to the liens securing the Term Loan pursuant to such intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Term Loan pursuant to such intercreditor agreement. Our future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the amended Revolving Credit Agreement, and to provide security by liens on their assets as described above.

The amended Revolving Credit Facility contains various covenants which restrict the Company’s ability to, among other things, incur indebtedness, create liens on our assets, make investments, enter into merger, consolidation or acquisition transactions, dispose of assets (other than in the ordinary course of business), make certain restricted payments, enter into sale and leaseback transactions and transactions with affiliates, in each case subject to permitted exceptions. The amended Revolving Credit Facility also requires that we comply with certain financial covenants, including meeting a minimum EBITDA requirement and limitations on capital expenditures, in the event our usage of the Revolving Credit Facility exceeds 90% of the facility amount. The Company is in compliance with the Revolving Credit Facility covenants as of June 30, 2017.

The Company had $3.0 million of borrowings under the amended Revolving Credit Facility as of June 30, 2017.

In its foreign operations, the Company has unsecured lines of credit with various banks providing approximately $8.0 million of availability. There were no borrowings under the lines of credit at June 30, 2017.

Term Loan Facility

On January 30, 2014, the Company entered into a Credit Agreement with UBS AG, Stamford Branch (“UBS”), as Administrative Agent and Collateral Agent, and the Lenders parties thereto, providing for a $275.0 million senior secured covenant lite term loan facility (“Term Loan”).  The Term Loan bears interest at a LIBOR Rate plus 3.25% (with the LIBOR Rate carrying a 1.00% floor or at a Base Rate equal to the sum of (1) the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, (c) one-month LIBOR plus 1.0%, or (d) 2.0%, plus (2) 2.25%). As of June 30, 2017, the interest rate was 4.40% on the Term Loan.  The Term Loan has a 1% per annum amortization with a maturity date of January 30, 2021. The aggregate value of the outstanding Term Loan debt is $265.4 million as of June 30, 2017.  The Term Loan is subject to certain additional mandatory prepayments upon asset sales, incurrence of indebtedness not otherwise permitted, and based upon a percentage of excess cash flow. Prepayments on the Term Loan may be made at any time.

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Indebtedness under the Term Loan is secured by liens on substantially all of the Company’s domestic and Mexican assets, with liens on (i) the Fixed Asset Priority Collateral, to be contractually senior to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, (ii) the ABL Priority Collateral, to be contractually subordinate to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement.  Our future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the Term Loan, and to provide security by liens on their assets as described above.

Restructured Term Loan

On December 30, 2016, the Company entered into a Share and Asset Purchase Agreement to purchase all of the shares in CT Casings Beteiligungs GmbH and certain assets of Poly-clip Systems LLC.  As part of the consideration for the purchase, a former seller shareholder loan was restructured and remained outstanding at the January 10, 2017 closing in the original amount of €9.8 million (“Restructured Term Loan”) or $10.3 million.  After reductions for post-closing adjustments, the balance on the Restructured Term Loan was €8.1 million or $9.3 million as of June 30, 2017.  The Restructured Term Loan is due for repayment as follows: €1.7 million is due on January 10, 2018; and the balance of €6.4 million is due on January 10, 2020. The Restructured Term Loan bears no interest, and was recorded for a book value of €7.3 million using an imputed interest rate of 4%.

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DESCRIPTION OF COMMON STOCK

General

Our authorized capital stock consists of 100,000,000 shares, with (i)  50,000,000 shares of common stock, par value $0.01 and (ii) 50,000,000 shares of preferred stock, par value $0.01. We expect to amend our certificate of incorporation prior to the expiration date to increase the number of shares of common stock that we are authorized to issue from 50,000,000 to 100,000,000.  As of September 14, 2017, there were 37,329,269 shares of common stock issued and 36,523,999 shares of common stock outstanding. Our certificate of incorporation provides that we may not issue shares of capital stock without the approval of our Board of Directors upon the affirmative vote of no less than 80% of the authorized number of directors, including authorized but vacant directorships.

Subscription Rights

Each holder of common stock will be granted one non-transferable subscription right for each share of common stock held of record as of 5:00 p.m. New York City time, on [·], the record date. An aggregate of 36,523,999 rights will be granted pursuant to the rights offering. Each right will be exercisable for [·] shares of common stock until 5:00 p.m., New York City time, on [·], the expiration date. An aggregate of up to [·] shares of common stock will be sold upon exercise of the subscription rights. The exercise of subscription rights granted in this offering is irrevocable. The Company is not applying for listing of the subscription rights on any securities exchange or automated quotation system.

Common Stock

Holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors.

Holders of common stock are entitled to receive a pro rata share of dividends when and as declared by the Board of Directors out of funds legally available for the payment of dividends and to participate pro rata in liquidating distributions. However, the rights of the holders of common stock are subject to the holders of all classes or series of preferred stock outstanding, if any.  As of [·], there are no classes of stock outstanding other than the common stock.

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PRICE RANGE OF COMMON STOCK

Market Information.  The Company’s common stock is traded in the over-the-counter market and is quoted on the Pink Sheets Electronic Quotation Service under the symbol “VKSC”. The high and low closing bid prices of the common stock during 2015, 2016 and 2017 are set forth in the following table. Such prices reflect interdealer prices without markup, markdown or commissions and may not represent actual transactions.

2015	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
High	$	5.85	$	5.95	$	5.75	$	4.80
Low	$	5.40	$	5.00	$	4.80	$	3.20
2016	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
High	$	3.50	$	3.20	$	2.97	$	3.10
Low	$	2.99	$	2.15	$	2.15	$	2.25
2017	First Quarter		Second Quarter		Third Quarter (1)
High	$	3.50	$	3.85	$	5.00
Low	$	3.00	$	3.50	$	3.75

(1)Through September 20, 2017.

On September 20, 2017, the closing bid price of the common stock was $4.30.

Holders.  As of September 20, 2017, there were approximately 84 holders of record of the Company’s common stock.

Dividends.  We have not paid dividends on our common stock, and we do not anticipate paying dividends on our common stock in the foreseeable future.

Equity Compensation Plans.   There are outstanding options with respect to 925,000 shares of common stock as of the date of this offering circular.

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DIVIDEND POLICY

We have not paid dividends on our common stock, and we do not anticipate paying dividends on our common stock in the foreseeable future.

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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 and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry.  Viskase currently operates eleven manufacturing facilities and six distribution centers throughout North America, Europe, South America and Asia.  Viskase provides value-added support services relating to these products for some of the world’s largest global consumer products companies.  Viskase is one of the two largest worldwide producers of non-edible cellulosic casings for processed meats and one of the three largest manufacturers of non-edible fibrous casings.

Viskase’s business strategy is to continue to improve operational efficiencies, product quality and throughput by upgrading existing production facilities and adding resources in high growth markets through new capital investments.  Viskase has been successful in implementing production cost-savings initiatives and will continue to pursue similar opportunities that enhance its profitability and competitive positioning as a leader in the casing market.  The Company is focused on reducing extrusion, shirring and printing waste through equipment upgrades and an ongoing effort to redefine product mix.  In addition, the Company seeks entry into new value added lines of business.  As part of the Company’s long-term corporate goal of increasing stockholder value, the Company regularly considers alternatives to enhance stockholder value, including strategic acquisitions and business combinations, and the Company intends to continue to consider alternatives to enhance stockholder value.  The Company regularly explores acquisitions in the ordinary course of its business and believes that there are significant acquisition opportunities in its industry.  Some of the acquisitions that the Company is considering could be material to the Company’s results of operations and financial condition, and it is possible that such acquisitions could be announced or completed shortly after this offering.  There can be no guarantee that any of the opportunities the Company is currently evaluating will result in completed transactions.  The Company intends to fund acquisitions with available cash, revolving credit line borrowings and future debt and/or equity financings, all of which may change or increase our leverage and interest expense.  The acquisitions involve a number of risks and may not achieve the Company’s expectations, and therefore the Company could be adversely affected by any such new business additions or acquisitions.  See “Risk Factors”.

This section summarizes the business that we have conducted over the previous three years and the business that we intend to conduct for the remainder of the current fiscal year.

Recent Developments

On December 1, 2016, the Company, through its indirect subsidiary, Viskase Polska Sp. z o.o., completed the purchase of all of the shares of Darmex Casing Sp. z o.o. (“Darmex”) and certain assets of Supravis Group S.A., for a total of $4,196,000 in cash, subject to certain adjustments.  The share purchase of Darmex included acquisition of substantially all of the assets, and assumption of substantially all of the liabilities, of Darmex.  The Company completed the purchase to further enhance its production capabilities and product offerings in plastic casings.

On January 10, 2017, the Company, through its indirect subsidiary, Viskase GmbH, completed the purchase of all of the shares of CT Casings Beteiligungs GmbH (“Walsroder”), certain outstanding shareholder loans to Walsroder, and certain casing assets of Poly-clip System LLC, for a total of €33,611,000 or $34,616,000 paid cash and debt, subject to certain post-closing adjustments.  The share purchase of Walsroder included acquisition of substantially all of the assets, and assumption of substantially all of the liabilities, of Walsroder.  The Company completed the purchase to further enhance its production capabilities and product offerings in plastic and fibrous casings.

On July 6, 2017, the Company entered into a joint venture agreement in the U.S. where the Company agreed to contribute $931,000 in cash and other considerations in forming the venture.  In addition the Company could be required to contribute up to $4,000,000 less the initial contribution during the course of the joint venture.

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Products

Our main product lines are as follows:

NOJAX® casings — Small-diameter cellulosic casings designed for the production of hot dogs, wieners, frankfurters, viennas, cocktail sausages, coarse ground dinner sausages and other small-diameter processed meats.

Large cellulosic casings — Large-diameter cellulosic casings used for bologna, mortadella, bierwurst and dry sausages.

Fibrous casings — Paper-reinforced cellulosic casings utilized in the manufacture of a wide variety of cooked, smoked and dried processed meats, including pepperoni, salami, luncheon meats, boneless shams and other deli-style processed meats as well as smoked cheese.  Our fibrous casing products include Color Master™ and Smoke Master®,  which impart desired color and flavor characteristics to processed meats.

VISCOAT® casings and films — Casings and films made with a combination of a multi-layer film with an inner paper layer treated with natural colors or smoke, which are imported to the finished product.  These can be used for a wide range of applications, including turkey, ham and roast beef.

VISFLEX®, VISMAX® and POLYJAX® plastic casings — Plastic (polyamide) casings, each designed with distinct performance characteristics targeted at a wide range of sausage, deli meat and other processed meat and poultry applications.

International Operations

As of June 30, 2017, Viskase had nine manufacturing or finishing facilities located outside the continental United States: Monterrey, Mexico; Beauvais, France; Thâon-les-Vosges, France; Caronno, Italy; Swiecie, Poland; Bomlitz, Germany; Legnica, Poland; Clark Freeport Zone, Philippines; and Atibaia, Brazil.  Viskase continues to explore opportunities to expand in emerging markets.  Net sales from customers located outside the United States represented approximately 70% of our total net sales for the year ended December 31, 2016 and 69% of our total net sales for the six months ended June 30, 2017.  While overall consumption of processed meat products in North America and Western Europe is stable, market growth is driven by increasing demand in Eastern Europe, South America and the Asia Pacific region.

Sales and Distribution

Viskase has a broad base of customers, with no single customer accounting for more than 4.9% of our net sales for the year ended December 31, 2016 or the six months ended June 30, 2017.  We are able to sell our products in most countries throughout the world.  In the United States, Viskase has a staff of technical sales teams responsible for sales and service to processed meat and poultry producers.  Approximately 150 distributors market Viskase products to customers throughout the world.  Additionally, our products are marketed through our own subsidiaries in France, Germany, Italy, Poland, Spain, the Philippines and Brazil, and we maintain nine service and distribution centers located in the United States, Brazil, Canada, Italy and Poland.  The service centers perform limited finishing and provide sales, customer service, warehousing and distribution.  Distribution centers provide only warehousing and distribution.

Competition

Viskase is one of the world’s leading producers of cellulosic casings.  While our industry generally competes based on volume and price, we seek to maintain a competitive advantage and differentiate ourselves from our competitors by manufacturing products that have higher quality and superior performance characteristics when compared to our competitors’ products; by responding quickly to customer product requirements; by providing technical support services to our customers for production and formulation requirements; and by producing niche products to satisfy individual customer needs.

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Viskase’s principal competitors in the cellulosic casing market are Viscofan, S.A., located in Spain with additional facilities in Germany, the Czech Republic, the United States, Mexico and Brazil; Kalle GmbH, located in Germany; Visko Teepak located in Finland and Belgium; and two Japanese manufacturers, Futamura Chemical, marketed by Meatlonn, and Toho.  In recent years, overcapacity in our industry has led to intense competition based on price.

Research and Development

We believe our continuing emphasis on research and development is central to our ability to maintain industry leadership.  In particular, we have focused on the development of new products that increase our customers’ operating efficiencies, reduce their operating costs and expand their markets.  Our research and development projects also include the development of new processes and products to improve our own manufacturing efficiencies.  Our research scientists, engineers and technicians are engaged in continuous product and equipment development, and also provide direct technical and educational support to our customers.  We believe we have achieved and maintained our position as a leading producer of cellulosic casings for packaging meats through significant expenditures on research and development.  We expect to continue our research and development efforts.

Seasonality

Historically, our domestic sales and profits have been somewhat seasonal in nature, increasing in the spring and summer months.  Sales outside of the United States follow a relatively stable pattern throughout the year.

Raw Materials

The raw materials we use include cellulose (derived from wood pulp), specialty fibrous paper, polyamide resins and various other chemicals.  We generally purchase our raw materials from a single source or small number of suppliers with whom we maintain good relations.  Certain primary and alternative sources of supply are located outside the United States.  We believe, but there can be no assurance, that adequate alternative sources of supply currently exist for all of our raw materials or that raw material substitutes are available, which we could modify its processes to utilize.

Employees

We believe we maintain productive and amicable relationships with our approximately 2,400 employees worldwide, approximately 2,300 of which are full time employees.

Trademarks and Patents

We hold patents on many of our major technologies, including those used in our manufacturing processes and those embodied in products sold to our customers.  We believe our ongoing position as one of the market leaders is derived, in part, from our technology.  We vigorously protect and defend our patents against infringement on an international basis.  As part of our research and development program, we have developed and expect to continue to develop new proprietary technology.  We believe these activities will enable us to maintain our competitive position. However, we do not believe that any single patent or group of patents is material to us.  We also own numerous trademarks and registered trade names that are used actively in marketing our products.

Environmental Regulations

In manufacturing our products, we employ certain hazardous chemicals and generate toxic and hazardous wastes.  The use of these chemicals and the disposal of such wastes are subject to stringent regulation by several governmental entities, including the United States Environmental Protection Agency (“EPA”) and similar state, local and foreign environmental control entities.  We are subject to various environmental, health and safety laws, rules and regulations including those of the United States Occupational Safety and Health Administration and EPA.  These laws, rules and regulations are subject to amendment and to future changes in public policy or interpretation, which may affect our operations.  Certain of our facilities are or may become potentially responsible parties with respect to on-site and off-site waste disposal facilities and remediation of environmental contamination.

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Business Segment Information and Geographic Area Information

For additional business segment information and geographic area information, see Note 18 to our audited consolidated financial statements for the year ended December 31, 2016 and Note 15 to our unaudited consolidated financial statements for the quarter ended June 30, 2017.

Properties

We operate eleven manufacturing facilities, six distribution centers and three service centers throughout North America, Europe, South America and Asia.  Our worldwide headquarters are located in Lombard, Illinois, with our European headquarters located in Levallois-Perret, France and our Asia Pacific headquarters located in Clark Freeport Zone, Philippines.  We believe that our properties generally are suitable and adequate to satisfy our present and anticipated needs.  The Company’s facilities in Loudon, Tennessee and Osceola, Arkansas collateralize the Company’s obligations under various financing arrangements.  For a discussion of these financing arrangements, see Note 8 to our audited consolidated financial statements for the year ended December 31, 2016 and Note 5 to our unaudited consolidated financial statements for the quarter ended June 30, 2017.

Manufacturing Facilities
	Atibaia, Brazil (a)
	Beauvais, France (a)
	Bomlitz, Germany (a)
	Caronno, Italy (b)
	Clark Freeport Zone, Philippines (c)
	Legnica, Poland (a)
	Loudon, Tennessee (b)
	Monterrey, Mexico (a)
	Osceola, Arkansas (b)
	Swiecie, Poland (b)
	Thâon-les-Vosges, France (b)
Distribution Centers
	Atlanta, Georgia (a)
	Buffalo, New York (a)
	Davenport, Iowa (a)
	Remington, Indiana (a)
	Toronto, Ontario, Canada (a)
	Warsaw, Poland (a)
Headquarters
	Worldwide:	Lombard, Illinois (a)
	Europe:	Levallois-Perret, France (a)
	Asia Pacific:	Clark Freeport Zone, Philippines (a)
	South America:	Atibaia, Brazil (a)

(a)Leased.

(b)Owned.

(c)Subject to ground lease.

Legal Proceedings

The Company from time to time is involved in various legal proceedings, none of which is expected to have a material adverse effect on our results of operations, cash flows or financial condition.

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FORWARD-LOOKING STATEMENTS

This offering circular includes “forward-looking statements.” Forward-looking statements are those that do not relate solely to historical fact. These statements relate to future events or our future financial performance and implicate known and unknown risks, uncertainties and other factors that may cause the actual results, performances or levels of activity of our business or our industry to be materially different from that expressed or implied by any such forward-looking statements. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. In some cases, you can identify forward-looking statements by use of words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” “will,” “would,” “could,” “predict,” “propose,” “potential,” “may” or words or phrases of similar meaning. Statements concerning our financial position, business strategy and measures to implement that strategy, including changes to operations, competitive strengths, goals, plans, references to future success and other similar matters are forward-looking statements. Forward-looking statements may relate to, among other things:

· our ability to meet liquidity requirements and to fund necessary capital expenditures;

· the strength of demand for our products, prices for our products and changes in overall demand;

· assessment of market and industry conditions and changes in the relative market shares of industry participants;

· consumption patterns and consumer preferences;

· the effects of competition and competitor responses to our products and services ;

· our ability to realize operating improvements and anticipated cost savings;

· pending or future legal proceedings and regulatory matters;

· general economic conditions and their effect on our business;

· changes in the cost or availability of raw materials and changes in energy prices or other costs;

· pricing pressures for our products;

· the cost of and compliance with environmental laws and other governmental regulations;

· our results of operations for future periods;

· our anticipated capital expenditures;

· our ability to pay, and our intentions with respect to the payment of, dividends on shares of our capital stock;

· our ability to protect our intellectual property; 

· economic and industry conditions affecting our customers and suppliers

· our ability to identify, complete and integration acquisitions; and

· our strategy for the future, including opportunities that may be presented to and/or pursued by us.

These forward-looking statements are not guarantees of future performance. Forward-looking statements are based on management’s expectations that involve risks and uncertainties.  These risks and uncertainties may include those

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discussed in “Risk Factors.” Other risks besides those listed in “Risk Factors” can adversely affect us, and new risk factors can emerge from time to time. It is not possible for us to predict all of these risks, nor can we assess the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, we urge you to read this offering circular completely and with the understanding that actual future results may be materially different from what we plan or expect. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward looking statements that may be made to reflect future events or circumstances after the date of such statements or the reflect the occurrence of anticipated or unanticipated events.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Company Overview

The Company operates in the casing product segment of the food industry.  Viskase is a worldwide leader in the production and sale of cellulosic, fibrous and plastic casings for the processed meat and poultry industry.  Viskase currently operates eleven manufacturing facilities, six distribution centers and three service centers throughout North America, Europe, South America and Asia.  Viskase provides value-added support services relating to these products for some of the world’s largest global consumer products companies.  Viskase is one of the two largest worldwide producers of non-edible cellulosic casings for processed meats and one of the three largest manufacturers of non-edible fibrous casings.

Our net sales are driven by consumer demand for meat products and the level of demand for casings by processed meat manufacturers, as well as the average selling prices of our casings. Specifically, demand for our casings is dependent on population growth, overall consumption of processed meats and the types of meat products purchased by consumers. Average selling prices are dependent on overall supply and demand for casings and our product mix.

Our cellulose, fibrous and plastic casing extrusion operations are capital-intensive and are characterized by high fixed costs. Our finishing operations are labor intensive. The industry’s operating results have historically been sensitive to the global balance of capacity and demand. The industry’s extrusion facilities produce casings under a timed chemical process and operate continuously.

Our contribution margin varies with changes in selling price, input material costs, labor costs and manufacturing efficiencies. The total contribution margin increases as demand for our casings increases. Our financial results benefit from increased volume because we do not have to increase our fixed cost structure in proportion to increases in demand. For certain products, we operate at near capacity in our existing facilities. We regularly evaluate our capacity and projected market demand.  We believe the current and planned cellulosic production capacity in our industry exceeds global demand, and will continue to do so in the near term.

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Comparison of Results of Operations for the Fiscal Quarters Ended June 30, 2017 and June 30, 2016

The following discussion compares the results of operations for the fiscal quarter ended June 30, 2017 to the results of operations for the fiscal quarter ended June 30, 2016. We have provided the table below in order to facilitate an understanding of this discussion. The table (dollars in millions) is as follows:

	ThreeMonthsEnded			Three Months Ended			% Change
	June 30,			June 30,			Over
	2017			2016			2016
NET SALES	$	98.4		$	84.2		16.9	%
COST AND EXPENSES
Cost of sales	74.3			62.5			18.9	%
Selling, general and administrative	15.7			14.1			11.3	%
Amortization of intangibles	0.4			—			NM
Restructuring expense	1.9			0.3			533.3	%
OPERATING INCOME	6.1			7.3			(16.4	)%
Interest expense, net of income	3.3			3.1			6.5	%
Other (income), net	(0.1		)	(1.3		)	(92.3	)%
Income tax provision	0.9			2.5			(64.0	)%
NET INCOME	$	2.0		$	3.0		(33.3	)%

Net Sales.  Our net sales for the second quarter of 2017 were $98.4 million, which represents an increase of $14.2 million or 16.9% over the comparable prior quarter. Net sales benefited $19.7 million due to volume, mainly from acquisitions, offset by a decrease of $4.0 million due to price and mix and $1.5 million due to foreign currency translation.

Cost of Sales.  Cost of sales for second quarter of 2017 increased 18.9% from the prior year due to increased sales volumes from our acquisitions. An increase in raw material and labor costs were offset by improved plant efficiencies.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased $1.6 million during the second quarter of 2017 as compared to the second quarter of 2016. Selling, general and administrative expenses increased in the second quarter of 2017 due to the acquired companies.

Amortization of Intangibles Amortization of intangibles increased due to additional intangible assets acquired in our purchase of Walsroder and Darmex.

Restructuring Expense.  Restructuring expense of $1.9 million in the second quarter of 2017 resulted from the closure of our manufacturing operation in Warsaw, Poland.  The plan involved the involuntary termination of approximately 13 employees and included an asset impairment of $0.4 million and an operating lease liability of $1.3 million.

Operating Income.  Operating income for the second quarter of 2017 was $6.1 million, representing a decrease of $1.2 million from the prior year. The decrease in operating income resulted primarily from the restructuring expense recognized in the second quarter.

Interest Expense.  Interest expense, net of interest income, for the second quarter of 2017 was $3.3 million, representing an increase of $0.2 million compared to the prior year period. The increase is primarily from a slightly higher interest rate on our long term debt and acquired capital lease.

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Other Expense (Income).  Other income for the second quarter of 2017 was $0.1 million compared to other income of $1.3 million for the second quarter of 2016. The decrease in other income consists principally of lower income related to foreign currency translation.

Income Tax Provision.  An income tax provision of $0.9 million was recognized on the income before income taxes of $2.9 million for the second quarter of 2017 resulting principally from the income tax provision for results from operations of foreign subsidiaries.

Primarily as a result of the factors discussed above, net income was $2.0 million for the second quarter of 2017 compared to net income of $3.0 million for comparable prior year period.

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Comparison of Results of Operations for the Six Months Ended June 30, 2017 and June 30, 2016

The following discussion compares the results of operations for the six months ended June 30, 2017 to the results of operations for the six months ended June 30, 2016. We have provided the table below in order to facilitate an understanding of this discussion. The table (dollars in millions) is as follows:

	Six Months Ended						% Change
	June 30,			June 30,			Over
	2017			2016			2016
NET SALES	$	188.8		$	161.7		16.8	%
COST AND EXPENSES
Cost of sales	142.2			123.4			15.2	%
Selling, general and administrative	32.0			26.3			21.7	%
Amortization of intangibles	0.8			—			NM
Restructuring expense	1.9			2.2			(13.6	)%
OPERATING INCOME	11.9			9.8			21.4	%
Interest expense, net of income	6.5			6.2			4.8	%
Other (income), net	(0.5		)	(3.1		)	(83.9	)%
Income tax provision	2.1			3.0			(30.0	)%
NET INCOME	$	3.8		$	3.7		2.7	%

Net Sales.  Our net sales for the first six months of 2017 were $188.8 million, which represents an increase of $27.1 million, or 16.8%, from the comparable prior year six-month period. Net sales benefited $39.9 million from an increase in volume, mainly due to acquisitions, offset by a decrease of $9.7 million due to price and mix and $3.1 million due to foreign currency translation loss.

Cost of Sales.  Cost of sales for the first six months of 2017 increased 15.2% from the comparable prior year six-month period. The increase can be attributed to an increase in sales volume due to acquisitions.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased $5.7 million for the first six months of 2017 to $32.0 million as compared to the first six months of 2016. Selling, general and administrative expenses in the first six months of 2017 include $6.3 million related to the acquired companies.

Amortization of Intangibles. Amortization of intangibles increased due to additional intangible assets acquired in our purchase of Walsroder and Darmex.

Restructuring Expense. Restructuring expense of $1.9 million in the first six months of 2017 resulted from the closure of our manufacturing operation in Warsaw, Poland.  The plan involved the involuntary termination of approximately 13 employees and included an asset impairment of $0.4 million and an operating lease liability of $1.3 million.

Operating Income.  Operating income for the first six months of 2017 was $11.9 million, representing an increase of $2.1 million from the prior year first six months. The increase in the operating income resulted primarily from the increase in net sales of acquired companies offset by their associated expenses and restructuring expense.

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Interest Expense.  Interest expense, net of interest income, for the first six months of 2017 was $6.5 million, or an increase of $0.3 million compared to the prior year period. The increase is primarily due to a slightly higher interest rate on our long term debt and acquired capital lease.

Other Expense (Income).  Other income for the first six months of 2017 was approximately $0.5 million compared to other income of $3.1 million for the first six months of 2016.  The decrease in other income consists principally of lower income related to foreign currency translation.

Income Tax Provision.  An income tax provision of $2.1 million was recognized on the income before income taxes of $5.8 million for the first six months of 2017 principally from the income tax provision for results from operations of foreign subsidiaries.

Primarily as a result of the factors discussed above, net income for the first six months of 2017 was $3.8 million compared to net income of $3.7 million for the first six months of 2016.

Comparison of Results of Operations for Years Ended December 31, 2016, 2015 and 2014.

The following discussion compares the results of operations for the fiscal year ended December 31, 2016 to the results of operations for the fiscal year ended December 31, 2015, and compares the results of operations for the fiscal year ended December 31, 2015 to the results of operations for the fiscal year ended December 31, 2014. We have provided the table below in order to facilitate an understanding of this discussion. The table shows our results of operations for the 2016, 2015 and 2014 fiscal years.

The table (dollars in millions) is as follows:

	YearEndedDecember 31,			%Change Over		YearEndedDecember  31,		%Change Over	YearEndedDecember  31,
	2016			2015		2015		2014	2014
NET SALES	$	328.8		(4.3)%		$	343.6	(5.9)%	$	365.2
COST AND EXPENSES
Cost of sales	247.6			(4.4)%		258.9		(5.6)%		274.3
Selling, general and administrative	51.9			(1.3)%		52.6		17.9%		44.6
Asset impairment charge	—			NM		0.4		300.0%		0.1
Restructuring expense	4.8			77.8%		2.7		1250.0%		0.2
OPERATING INCOME	24.5			(15.5)%		29.0		(37.0)%	46.0
Interest expense, net of income	12.5			0.8%		12.4		(12.7)%		14.2
Other expense (income), net	(1.2		)	NM		5.4		68.8%		3.2
Income tax provision	7.6			(23.2)%		9.9		219.4%		3.1
Loss on early extinguishment of debt	—			NM		—		NM		15.7
NET INCOME	$	5.6		330.8	%	$	1.3	(86.7)%	$	9.8

NM = Not meaningful when comparing positive to negative numbers or to zero.

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2016 Versus 2015

Net Sales.  Our net sales for 2016 were $328.8 million, which represents a decrease of $14.8 million or 4.3% from the prior year. Net sales decreased $3.1 million from volume, $9.1 million due to price and mix and $2.6 million due to foreign currency translation.

Cost of Sales.  Cost of sales for 2016 decreased 4.4% from the comparable prior year period. The decrease is due to lower sales volume and improved plant efficiencies.

Selling, General and Administrative Expenses.  We reduced selling, general and administrative expenses from $52.6 million in 2015 to $51.9 million in 2016. This can be attributed to a one-time non-income tax accrual recognized in 2015 offset by higher pension expense recorded in 2016.

Asset Impairment Charge.  The Company incurred an asset impairment charge of $0.4 million in 2015 related to the write down of certain production equipment taken out of service.

Restructuring Expense.  During 2016, the Company recognized a restructuring expense of $4.8 million. The total included $1.8 million of expense related to a board-approved plan of restructuring of our French subsidiary operations.  The Company will exit its French plastics, printing, and MP coating operations, along with a targeted downsizing of its production and overhead personnel.  The Company recognized a cost of $0.7 million related to the relocation of its North American finishing operations and $2.3 million related to the voluntary employee reduction of its North American headquarters during 2016. The restructuring expense of $2.7 million in 2015 included $2.3 million related to the French plan completed in 2016 and an expense of $0.4 million recognized for a shift elimination in our Brazilian operations.

Operating Income.  Operating income for 2016 was $24.5 million, representing a decrease of $4.5 million from the prior year. The decrease in operating income was primarily due to lower gross profit and increased restructuring expense.

Interest Expense.  Interest expense, net of interest income, for 2016 was $12.5 million, representing an increase of $0.1 million compared to 2015. The increase is a result of several immaterial items.

Other (Income) Expense.  Other income for 2016 was approximately $1.2 million, representing an increase of $6.6 million over other expense of $5.4 million in 2015.  The increase is primarily due to higher income related to foreign currency translation.

Income Tax (Provision).  During 2016, an income tax expense of $7.6 million was recognized on the income before income taxes of $13.2 million resulting principally from the results of our foreign operations.

Primarily as a result of the factors discussed above, net income was $5.6 million compared to net income of $1.3 million for 2015.

2015 Versus 2014

Net Sales.  Our net sales for 2015 were $343.6 million, which represents a decrease of $21.6 million or 5.9% from 2014.  The decrease is due to $28.3 million of foreign currency translation losses and $5.1 million due to price and mix, offset by an increase of $11.8 million due to volume.

Cost of Sales.  Cost of sales decreased 5.6% over the prior year.  The decrease is due to foreign currency translation offset by higher production volume.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased from $44.6 million in 2014 to $52.6 million in 2015.  The increase is due to an increase of $3.0 million in U.S. pension expense and a one-time non-income tax accrual recognized in 2015.

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Restructuring Expense.  The restructuring expense of $2.7 million in 2015 related to the French plan completed in 2016 and an expense of $0.4 million recognized for a shift elimination in our Brazilian operations.

Operating Income.  The operating income for 2015 was $29.0 million, representing a decrease of $17.0 million from the prior year period. The decrease in the operating income resulted primarily from lower gross profit, higher selling, general and administrative expenses and higher restructuring expenses.

Interest Expense.  Interest expense, net of interest income, for 2015 totaled $12.4 million, which represented a decrease of $1.8 million from $14.2 million for the comparable period of 2014. The decrease is principally due to the lower interest rate on our bank term loan entered into in 2014 and higher capitalized interest in 2015.

Other Income (Expense).  Other expense of approximately $5.4 million for 2015 consists principally of loss related to foreign currency translation which was higher than 2014 by $2.2 million.

Income Tax Provision.  During 2015, a tax expense of $9.9 million was recognized on the income before income taxes of $11.2 million resulting principally from results of foreign operations, uncertain tax provisions and foreign translation impact.

Primarily as a result of the factors discussed above, net income for 2015 was $1.3 million compared to net income of $9.8 million for 2014.

Liquidity and Capital Resources

Cash and cash equivalents decreased by $24.9 million during the first six months of 2017. Net cash provided by operating activities were $5.4 million and used in investing activities were $40.5 million. Net cash provided by financing activities were $9.5 million. Cash flows provided by operating activities were principally attributable to results from operations. Cash flows used in investing activities were principally attributable to the acquisition completed in the first six months of 2017 and capital expenditures. Cash flows provided by financing activities principally consisted of borrowings under our Revolving Credit Facility and proceeds under the Restructured Term Loan.

As of June 30, 2017 the Company had positive working capital of approximately $132.8 million including restricted cash of $1.5 million, with additional amounts available under its Revolving Credit Facility.

On November 14, 2007, the Company entered into a secured revolving credit facility (“Revolving Credit Facility”), which has been subsequently amended.

On January 30, 2014, the Company entered into an Amendment Agreement to the Revolving Credit Facility, together with an amended Loan Agreement, with Icahn Enterprises Holdings L.P. (“IEH”). Drawings under the amended Revolving Credit Facility bear interest at daily three month LIBOR plus 2.0%. The amended Revolving Credit Facility also provides for an unused line fee of 0.375% per annum.

On March 1, 2016, the Company entered into the Tenth Amendment to the Loan and Security Agreement with respect to the Revolving Credit Facility, extending the maturity date of the Revolving Credit Facility from January 30, 2017 to January 30, 2020. The amendment included a fee of $125,000 for the extension.

Indebtedness under the amended Revolving Credit Facility is secured by liens on substantially all of the Company’s domestic and Mexican assets, with liens on (i) accounts, inventory, lockboxes, deposit accounts and investment property (the “ABL Priority Collateral’) to be contractually senior to the liens securing the Term Loan (as hereafter defined) pursuant to an intercreditor agreement, (ii) real property, fixtures and improvements thereon, equipment and proceeds thereof (the “Fixed Asset Priority Collateral”), to be contractually subordinate to the liens securing the Term Loan pursuant to such intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Term Loan pursuant to such intercreditor agreement. Our future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the amended Revolving Credit Agreement, and to provide security by liens on their assets as described above.

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The amended Revolving Credit Facility contains various covenants which restrict the Company’s ability to, among other things, incur indebtedness, create liens on our assets, make investments, enter into merger, consolidation or acquisition transactions, dispose of assets (other than in the ordinary course of business), make certain restricted payments, enter into sale and leaseback transactions and transactions with affiliates, in each case subject to permitted exceptions. The amended Revolving Credit Facility also requires that we comply with certain financial covenants, including meeting a minimum EBITDA requirement and limitations on capital expenditures, in the event our usage of the Revolving Credit Facility exceeds 90% of the facility amount. The Company is in compliance with the Revolving Credit Facility covenants as of June 30, 2017.

The Company had $3.0 million of borrowings under the amended Revolving Credit Facility as of June 30, 2017.

In its foreign operations, the Company has unsecured lines of credit with various banks providing approximately $8.0 million of availability. There were no borrowings under the lines of credit at June 30, 2017.

On January 30, 2014, the Company entered into a Credit Agreement with UBS AG, Stamford Branch (“UBS”), as Administrative Agent and Collateral Agent, and the Lenders parties thereto, providing for a $275 million senior secured covenant lite term loan facility (“Term Loan”).  The Term Loan bears interest at a LIBOR Rate plus 3.25% (with the LIBOR Rate carrying a 1.00% floor or at a Base Rate equal to the sum of (1) the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, (c) one-month LIBOR plus 1.0%, or (d) 2.0%, plus (2) 2.25%). As of June 30, 2017, the interest rate was 4.40% on the Term Loan.  The Term Loan has a 1% per annum amortization with a maturity date of January 30, 2021. The Term Loan is subject to certain additional mandatory prepayments upon asset sales, incurrence of indebtedness not otherwise permitted, and based upon a percentage of excess cash flow. Prepayments on the Term Loan may be made at any time.

Indebtedness under the Term Loan is secured by liens on substantially all of the Company’s domestic and Mexican assets, with liens on (i) the Fixed Asset Priority Collateral, to be contractually senior to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, (ii) the ABL Priority Collateral, to be contractually subordinate to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement.  Our future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the Term Loan, and to provide security by liens on their assets as described above.

On December 30, 2016, the Company entered into a Share and Asset Purchase Agreement to purchase all of the shares in CT Casings Beteiligungs GmbH and certain assets of Poly-clip Systems LLC.  As part of the consideration for the purchase, a former seller shareholder loan was restructured and remained outstanding at the January 10, 2017 closing in the original amount of €9.8 million (“Restructured Term Loan”) or $10.3 million.  After reductions for post-closing adjustments, the balance on the Restructured Term Loan was €8.1 million or $9.3 million as of June 30, 2017.  The Restructured Term Loan is due for repayment as follows: €1.7 million is due on January 10, 2018; and the balance of €6.4 million is due on January 10, 2020. The Restructured Term Loan bears no interest, and was recorded for a book value of €7.3 million using an imputed interest rate of 4%.

Pension and Postretirement Benefits

Our long-term pension and postretirement benefit liabilities totaled $71.5 million at June 30, 2017.

Expected annual cash contributions for U.S. pension liabilities are expected to be (in millions):

	2017		2018		2019		2020		2021
Pension	$	0.5	$	3.1	$	4.8	$	6.1	$	5.3

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Other

As of June 30, 2017, the aggregate maturities of debt(1) for each of the next five years are (in million):

	2017		2018		2019		2020		2021		Thereafter
Revolving Credit Facility	$	3.00	$	—	$	—	$	—	$	—	$	—
Bank Term Loan	$	1.38	$	2.75	$	2.75	$	2.75	$	255.75	$	—
Restructured Term Loan	$	—	$	1.93	$	—	$	7.33	$	—	$	—
Other	$	—	$	—	$	—	$	—	$	—	$	0.92
	$	4.38	$	4.68	$	2.75	$	10.08	$	255.75	$	0.92

(1)    The aggregate maturities of debt represent amounts to be paid at maturity and not the current carrying value.

Critical Accounting Policies

The financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and include the use of estimates and assumptions that affect a number of amounts included in the Company’s financial statements, including, among other things, pensions and other postretirement benefits and related disclosures, reserves for excess and obsolete inventory, allowance for doubtful accounts, and income taxes.  Management bases its estimates on historical experience and other assumptions that we believe are reasonable.  If actual amounts are ultimately different from previous estimates, the revisions are included in the Company’s results for the period in which the actual amounts become known.  Historically, the aggregate differences, if any, between the Company’s estimates and actual amounts in any year have not had a significant effect on the Company’s consolidated financial statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers cash equivalents to consist of all highly liquid debt investments purchased with an initial maturity of approximately three months or less.  Due to the short-term nature of these instruments, the carrying values approximate the fair market value.  Cash equivalents include $0.2 million of short-term investments at June 30, 2017, December 31, 2016 and December 31, 2015, respectively.  Of the cash held on deposit, essentially all of the cash balance was in excess of amounts insured by the Federal Deposit Insurance Corporation or other foreign provided bank insurance.  The Company performs periodic evaluations of these institutions for relative credit standing and has not experienced any losses as a result of its cash concentration.  Consequently, no significant concentrations of credit risk are considered to exist.

Receivables

Trade accounts receivable are classified as current assets and are reported net of allowance for doubtful accounts and a reserve for returns.  This estimated allowance is primarily based upon our evaluation of the financial condition of each customer, each customer’s ability to pay and historical write-offs.

Inventories

Inventories are valued at the lower of first-in, first-out (“FIFO”) cost or market.

Property, Plant and Equipment

The Company carries property, plant and equipment at cost less accumulated depreciation. Property and equipment additions include acquisition of property and equipment and costs incurred for computer software purchased for internal use including related external direct costs of materials and services and payroll costs for employees directly associated with the project.  Upon retirement or other disposition, cost and related accumulated depreciation are

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removed from the accounts, and any gain or loss is included in results of operations.  Depreciation is computed on the straight-line method using a half year convention over the estimated useful lives of the assets ranging from (i) building and improvements - 10 to 32 years, (ii) machinery and equipment - 4 to 12 years, (iii) furniture and fixtures - 3 to 12 years, (iv) auto and trucks - 2 to 5 years, (v) data processing — 3 to 7 years and (vi) leasehold improvements - shorter of lease or useful life.

In the ordinary course of business, we lease certain equipment, consisting mainly of autos, and certain real property. Real property consists of manufacturing, distribution and office facilities.

Deferred Financing Costs

Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying amount of debt liability and amortized as expense using the effective interest rate method over the expected term of the related debt agreement.  Amortization of deferred financing costs is classified as interest expense.

Patents, Trademarks and Goodwill

Patents and trademarks are amortized on the straight-line method over an estimated average useful life of 10 years.

We evaluate the carrying value of goodwill annually and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.  Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator.  Goodwill impairment testing involves a two-step process.  Step 1 compares the fair value of our reporting units to their carrying values.  If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary.  The reporting unit fair value is based upon consideration of various valuation methodologies, including guideline transaction multiples, multiples of current earnings, and projected future cash flows discounted at rates commensurate with the risk involved.  If the carrying amount of the reporting unit exceeds its fair value, Step 2 must be completed to quantify the amount of impairment. Step 2 calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit, from the fair value of the reporting unit as determined in Step 1.  The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss, equal to the difference, is recognized.

Long-Lived Assets

The Company continues to evaluate the recoverability of long-lived assets including property, plant and equipment, trademarks and patents.  Impairments are recognized when the expected undiscounted future operating cash flows derived from long-lived assets are less than their carrying value.  If impairment is identified, valuation techniques deemed appropriate under the particular circumstances will be used to determine the asset’s fair value.  The loss will be measured based on the excess of carrying value over the determined fair value.  The review for impairment is performed whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable.

Shipping and Handling

The Company periodically bills customers for shipping charges.  These amounts are included in net revenue, with the associated costs included in cost of sales.

Pensions and Other Postretirement Benefits

The Company uses appropriate actuarial methods and assumptions in accounting for its defined benefit pension plans and non-pension postretirement benefits.

Actual results that differ from assumptions used are accumulated and amortized over future periods and, accordingly, generally affect recognized expense and the recorded obligation in future periods. Therefore,

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assumptions used to calculate benefit obligations as of the end of a fiscal year directly impact the expense to be recognized in future periods. The primary assumptions affecting the Company’s accounting for employee benefits as of December 31, 2016 are as follows:

·Long-term rate of return on plan assets:  The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year.  Over time, however, the expected long-term rate of return on plan assets is designed to approximate actual earned long-term returns.  The Company uses long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns by reference to external sources to develop an assumption of the expected long-term rate of return on plan assets.  The expected long-term rate of return is used to calculate net periodic pension cost. In determining its pension obligations, the Company is using a long-term rate of return on U.S. plan assets of 7.50% for 2016.  The Company is using a long-term rate of return on French plan assets of 3.20% for 2016.  The German pension plan has no assets.

·Discount rate: The discount rate is used to calculate future pension and postretirement obligations. The Company is using a Mercer Bond yield curve in determining its pension obligations.  The Company is using a discount rate of 4.47% for 2016.  The Company is using a weighted average discount rate of 1.45% on its non-U.S. pension plans for 2016.

Income Taxes

Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date.  In addition, the amounts of any future tax benefits are reduced by a valuation allowance to the extent such benefits are not expected to be realized on a more likely than not basis. Interest and penalties related to unrecognized tax benefits are included as a component of tax expense.

Other Comprehensive Income (Loss)

Other Comprehensive Income (Loss) Comprehensive income (loss) includes all other non-stockholder changes in equity. Changes in other comprehensive income (loss) in 2016 and 2015 resulted from changes in foreign currency translation and minimum pension liability.

Revenue Recognition

Revenues are recognized at the time products are shipped to the customer, under F.O.B shipping point, customer pick up or F.O.B port terms, which is the point at which title is transferred, the customer has the assumed risk of loss, and when payment has been received or collection is reasonably assured.  Revenues are net of discounts, rebates and allowances.  Viskase records all labor, raw materials, in-bound freight, plant receiving and purchasing, warehousing, handling and distribution costs as a component of costs of sales.

Acquisitions of Businesses

We account for business combinations under the acquisition method of accounting (other than acquisitions of businesses under common control), which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values.  While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. In valuing our acquisitions we estimate fair values based on industry data and trends and by reference to relevant market rates and transactions, and discounted cash flow valuation methods, among other factors.  The discount rates used were commensurate with the inherent risks

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associated with each type of asset and the level and timing of cash flows appropriately reflect market participant assumptions.  The primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

Financial Instruments

The Company routinely enters into fixed price natural gas agreements which require us to purchase a portion of our natural gas each month at fixed prices. These fixed price agreements qualify for the “normal purchases” scope exception under derivative and hedging standards, therefore the natural gas purchases under these contracts were expensed as incurred and included within cost of sales. Future annual minimum purchases remaining under the agreement are $0.7 million and $1.6 million as of June 30, 2017 and December 31, 2016, respectively.

The Company’s financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts of these financial assets and liabilities approximate fair value due to the short maturities of these instruments.

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New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers, which supersedes most of the current revenue recognition requirements. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. On July 9, 2015, the FASB board voted to defer the effective date to annual reporting periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 (early adoption is permitted no earlier than the original effective date). The guidance permits the use of either a retrospective or cumulative effect transition method. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company’s consolidated financial statements. We will adopt these new standards on January 1, 2018 using the modified retrospective application method.

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” This update provides that an entity should measure inventory with the scope of the update at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends FASB ASU Subtopic 835-30, Interest - Imputation of Interest. The new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt.  The standard is effective for interim and annual periods beginning after December 31, 2015 and is required to be applied on a retrospective basis. The Company’s adoption of this new guidance has resulted in a reclassification of debt issuance costs on our consolidated balance sheets of $1,996 and $2,390 at December 31, 2016 and December 31, 2015, respectively.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value.  This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarify the implementation guidance on principal versus agent considerations. The effective date to annual reporting periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 (early adoption is permitted no

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earlier than the original effective date). The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting (Topic 718), which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The Company will early adopt this ASU for fiscal years beginning after December 15, 2016 including interim periods. Management does not expect the adoption of this guidance to have a material impact on the financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which amends FASB ASC Topic 230, Statement of Cash Flows. This ASU seeks to reduce the diversity currently in practice by providing guidance on the presentation of eight specific cash flow issues in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We are currently evaluating the impact of this guidance on our consolidated statement of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which amends FASB ASC Topic 740, Income Taxes. This ASU requires the recognition of income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Current U.S. GAAP prohibits the recognition of current and deferred incomes taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which amends FASB ASC Topic 230, Statement of Cash Flows. This ASU requires that the statement of cash flows explain the change during the period total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

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MANAGEMENT

The following table sets forth certain information regarding the members of our board of directors, each of whom is elected at each annual meeting of stockholders and serves until his successor is elected and qualified or until his earlier resignation or removal, and our executive officers:

Name	Age	Position
Thomas D. Davis	61	Chairman of the Board, President and Chief Executive Officer
Michael D. Schenker	63	General Counsel, Executive Vice President, Chief Administrative Officer and Secretary
Mark Cole	53	Vice President and Chief Financial Officer
Michael Blecic	49	Chief Accounting Officer and Treasurer
Christopher Meyers	47	Vice President of Global Commercial Strategy
John G. Becker	50	Vice President of Manufacturing Operations
Maria Kozareva	47	Vice President of Human Resources
Steven Walsh	55	Vice President of Product and Technology Innovation
John R. Hayes	57	Assistant Treasurer
Denise Barton	60	Director
Jonathan Frates	34	Director
Michael Nevin	34	Director
Peter Reck	50	Director
Peter K. Shea	66	Director

Thomas D. Davis has served on our Board since 2007, as our Chairman since 2011, and as our President and Chief Executive Officer since November 2007.  Mr. Davis also serves on the Board of Directors of Welbilt, Inc., which is partially owned indirectly by Carl C. Icahn.  Prior to joining the Company, from July 2007 to October 2007, he served as an independent consultant to the Company.  From January 2000 to December 2006, Mr. Davis served as the President and Chief Executive Officer of Specialty Foods Group, Inc.  From December 1996 to December 1999, he served as Executive Vice President for Smithfield Foods, Inc.  Mr. Davis holds a B.S. in Chemistry from The State University of New York at Plattsburgh and an M.B.A. from Benedictine University.

Michael D. Schenker has been employed by Viskase since April 2013 as General Counsel, Executive Vice President, Chief Administrative Officer and Secretary.  He previously served as Senior Counsel at Winston & Strawn LLP from January 2008 through March 2013.  Prior to that, Mr. Schenker served for six years as General Counsel, Senior Vice President and Secretary of Stellex Aerostructures, Inc., a major aerospace and defense manufacturer, and for several years as General Counsel and Managing Director for a diversified private equity firm.  Mr. Schenker practiced business, corporate, and commercial law for almost two decades at a respected Midwestern law firm, where he served as a member of the firm’s executive committee and headed the firm’s business and financial practice.  Mr. Schenker holds a B.A. from Allegheny College and a J.D. from Case Western Reserve University School of Law.

Mark Cole has been employed by Viskase since May 2017 as VP & CFO.  Prior to joining Viskase, Mr. Cole worked for WhiteWave Foods, based in Denver, where he was VP and CFO of their Fresh Foods business.  He has over 30 years of domestic and international experience and has held senior leadership roles, in Finance, Supply Chain and General Management while working at WhiteWave, Tate and Lyle, Kraft Foods, and CaseNewHolland.  Mr. Cole received his B.A. degree in Accounting from Marquette University, and a M.B.A degree in Finance and Strategy from the University of Chicago. He is also a C.P.A.

Michael Blecic has been employed by Viskase since 1997 and has been our Chief Accounting Officer and Treasurer since February 2013.  He previously served as interim Chief Accounting Officer and Treasurer from June 2012 to February 2013 and as Director of Finance from July 2005 to June 2012.  Mr. Blecic holds a Bachelor of Science in Accounting from the University of Illinois at Chicago.

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Christopher Meyers has been employed by Viskase since September 2017.  Prior to joining Viskase, Mr. Meyers spent 24 years in various sales and marketing roles, most notably as Director of Industrial Sales & Marketing for Morton Salt in their $275MM B2B division.  Most recently, he had a sales leadership role in global specialty fruit and vegetable manufacturer Taura Natural Ingredients, a Frutarom company, based in Belgium and New Zealand.  Mr. Meyers has a Bachelor of Science degree in Chemical Engineering from the Pennsylvania State University, University Park, PA.

John G. Becker has been employed by Viskase since March 2017.  Mr. Becker held the position of Vice President Operations for BWAY Corporation’s $800M, Plastic Operation. Prior to BWAY Corporation, he held the role of Executive Vice President of Operations for Constar International, a leading rigid container manufacturer.  Mr. Becker has held various Executive and Senior Leadership roles in various companies within the food packaging industry including Pactiv Corporation, Prairie Packaging, Tenex Corporation, and Solo Cup Company.  He has a Bachelor of Science in Industrial Engineering and Management Sciences from Northwestern University, Evanston, Illinois, and a Master of Science in Accountancy from DePaul University in Chicago, Illinois.  Mr. Becker also received his CPA certification in the State of Illinois.

Maria Kozareva has been employed by Viskase since August 2011 and has been our Vice President of Global Human Resources since January 1, 2017.  She previously served as Global Director of Human Resources and before that she was Director Human Resources Americas. Prior to Viskase, Ms. Kozareva held various human resources positions with US TSUBAKI and Parkway Bank and Trust Co.  Ms. Kozareva earned a Master’s degree in Economics and International Tourism from the University for National and World Economy (UNWE) in Sofia, Bulgaria and a Master’s in Human Resources Development from Northeastern Illinois University.

Steven Walsh has been employed by Viskase since March 2016. He comes to Viskase from Plasma Surgical, Inc., a surgical systems device manufacturer, where he served as Vice President of Research and Development. He has a Doctor of Philosophy degree in Macromolecular Science and Engineering from Case Western University where he also earned a Master’s Degree in the same field. Mr. Walsh also has a Bachelor of Science Degree in Plastics Engineering from the University of Lowell/University of Massachusetts - Lowell, in Lowell Massachusetts.

John R. Hayes has been employed by Viskase since 2008 and has served as our Assistant Treasurer, since January 2014.  Mr. Hayes held several sales and financial positions with increasing responsibility with Brunswick Corporation for over 24 years prior to joining Viskase.  Mr. Hayes earned his Bachelor degree from Purdue University and M.S. in Management - Business Administration from The Pennsylvania State University.

Denise Barton has served on the Board of Directors for Trump Entertainment Resorts, Inc. (“TERI”) since February 2016.  Ms. Barton served as the Chief Financial Officer for Land Holdings I, LLC since inception through February 2017.  The company was formed to develop, own and operate the Scarlet Pearl Casino Resort.  She also served as its Chief Executive Officer during the construction phase and successful opening of the property.  Ms. Barton served as Senior Vice President, Chief Financial Officer, Treasurer and Secretary of American Entertainment Properties Corp., American Casino & Entertainment Properties Finance Corp. and American Casino & Entertainment Properties LLC since inception through 2008. Ms. Barton has been Senior Vice President and Chief Financial Officer of each of the Stratosphere, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder from February 2003 through 2008. Ms. Barton joined the Stratosphere as Vice President of Finance and Chief Financial Officer in August 2002. From December 2003 through 2006, Ms. Barton has served as Vice President, Chief Financial Officer and Principal Accounting Officer of GB Holdings, Inc., which filed for Chapter 11 bankruptcy protection on September 29, 2005. From December 2003 through 2006, she served as Vice President, Chief Financial Officer and Principal Accounting Officer of Atlantic Coast Entertainment Holdings, Inc. From February 1999 to June 2002, she served as Chief Financial Officer for Lowestfare.com, a travel company controlled by affiliates of Mr. Icahn. Ms. Barton was employed by KPMG LLP, certified public accountants, from January 1990 to February 1999. Ms. Barton is a certified public accountant. Ms. Barton has been licensed by the Nevada State Gaming Control Commission, the New Jersey Casino Control Commission and the Mississippi Gaming Commission.

Jonathan Frates has served on our Board since March 2016.  Mr. Frates has been a Portfolio Company Associate at Icahn Enterprises, a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, mining, real estate and home fashion, since November

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2015.  Prior to joining IELP, Mr. Frates served as a Senior Business Analyst at First Acceptance Corp. and as an Associate at its holding company, Diamond A Ford Corp. Mr. Frates began his career as an Investment Banking Analyst at Wachovia Securities LLC. Mr. Frates has served as a director of: Ferrous Resources Limited, an iron ore mining company with operations in Brazil, since December 2016; CVR Partners, a nitrogen fertilizer company, since April 2016; American Railcar Industries, Inc., a railcar manufacturing company, since March 2016; CVR Energy, Inc., a diversified holding company primarily engaged in petroleum refining and nitrogen fertilizer production, since March 2016; and CVR Refining, LP, an independent downstream energy limited partnership, since March 2016.  Icahn Enterprises, Ferrous Resources, American Railcar Industries, CVR Energy, CVR Refining and CVR Partners are each indirectly controlled by Carl C. Icahn. Mr. Frates received a BBA from Southern Methodist University and an MBA from Columbia Business School.

Michael Nevin has served on our Board since April 2017.  Mr. Nevin has been employed as a Financial Analyst at Icahn Enterprises since July 2015.  Mr. Nevin is responsible for analyzing and monitoring portfolio companies for Icahn Enterprises.  Prior to that time, Mr. Nevin was employed by Jefferies LLC as a Research Analyst from April 2014 to July 2015 covering the Utilities sector.  Mr. Nevin was also employed by JP Morgan Investment Bank in various roles from March 2009 to April 2015.  Mr. Nevin has been a director of: American Railcar Industries, Inc., a railcar manufacturing company, since February 2017; Conduent Incorporated, a provider of business process outsourcing services, since December 2016; Ferrous Resources Limited, an iron ore mining company with operations in Brazil, since December 2016; and Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation), a supplier of automotive powertrain and safety components, since February 2016.  American Railcar Industries, Ferrous Resources and Federal-Mogul are each indirectly controlled by Carl C. Icahn.  Mr. Icahn also has non-controlling interests in Conduent through the ownership of securities.  Mr. Nevin received his B.S. from Drexel University.

Peter Reck has served on our Board since May 2012.  On March 16, 2012, Mr. Reck was appointed Chief Accounting Officer of Icahn Enterprises G.P., Inc. (“IEGP”).  Mr. Reck previously served as Controller of Icahn Enterprises since 2005.  IEGP and Icahn Enterprises are each indirectly controlled by Carl C. Icahn.  From 2004 to 2005, Mr. Reck was the Controller of Family Office and Treasurer of Philanthropies for Bromor Management, the Family Office of Charles Bronfman. Mr. Reck also served as Controller for the Bank of Uruguay from 1994 to 2004.  Mr. Reck received his M.B.A. from the Rutgers Graduate School of Management and his B.A. in Economics from Drew University.

Peter K. Shea has served on our Board since 2006.  Mr. Shea is a private equity advisor.  In addition to Viskase, he is a director of CVR Partners and Hennessy Capital Partners III, as well as the Chairman of FeraDyne Outdoors, LLC, Teasedale Foods, Inc. and Voltari Corporation.  Mr. Shea was previously President of Icahn Enterprises and Head of Portfolio Company Operations for Icahn Associates from 2006 to 2009. Mr. Shea previously served as a director from 2006 to 2009 of each of the following companies: XO Holdings, American Railcar Industries, and WestPoint International Inc.  CVR Partners, TERI, Voltari, Icahn Enterprises, XO Holdings, American Railcar Industries and WestPoint International Inc. are each indirectly controlled by Carl C. Icahn.  Mr. Shea has been an independent consultant to various companies and an advisor to private equity firms since 2002.  He has been an Operating Partner of Snow Phipps, a private equity firm, since 2013.  Mr. Shea served as an Operating Advisor for OMERS Private Equity from 2011 to 2016.  Mr. Shea also has served as a director, Executive Chairman, Chairman, Chief Executive Officer, President or Managing Director of a variety of companies, including, H.J. Heinz Company in Europe, Specialty Meats Group, John Morrell & Company, United Brands Company, CTI Foods, Grupo Polymer United, Premium Standard Farms, Richmond Foods Limited, New Energy Company of Indiana, Hennessy Capital Partners I and II, Give and Go Prepared Foods, TERI and Sitel World Wide Corp.   Mr. Shea has an M.B.A. from the University of Southern California and a B.B.A. from Iona College.

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Summary Compensation Table

The following table sets forth information regarding compensation for fiscal year 2016 awarded to, earned by or paid to our three most highly compensated executives during 2016.

Name and Principal Position	Cash Compensation		Other Compensation			Total Compensation
Thomas D. Davis Chairman of the Board, President and Chief Executive Officer	$	425,000	$	705,015	(1)	$	1,130,015
Michael D. Schenker General Counsel, Executive Vice President, Chief Administrative Officer and Secretary	$	325,000	$	11,456	(2)	$	336,456
Newton Martins(3) General Manager North America	$	254,054	$	84,384	(4)	$	338,408

(1)Consists of automobile allowance of $22,882, saving plan contributions of $10,600 and option awards of $671,533.  The option award compensation represents the grant date fair value of the options granted to Mr. Davis on December 30, 2016, computed pursuant to FASB ASC Topic 718.

(2)Consists of life insurance premiums of $456 and saving plan contributions of $11,000.

(3)Mr. Martins was an executive officer during 2016.

(4)Consists of relocation expenses of $38,653, a vacation payout of $23,068, profit sharing of $9,301, social costs of 7,581 and saving plan contributions of $5,781.

Executive Incentive Plan

Each of Messrs. Davis, Schenker and Martins is eligible to participate in the 2017 Viskase Companies, Inc. Executive Incentive Plan (the “2017 EIP”).  The 2017 EIP is administered by the Compensation Committee of our Board of Directors.  Pursuant to the 2017 EIP, each participant is eligible for an incentive payment calculated as follows:

The formula adjustment based on Company performance cannot exceed 150%.  For Messrs. Davis, Schenker and Martins, the 2017 target bonus as a percent of salary is 100%, 75% and 60%, respectively.  For Messrs. Davis and Schenker, the performance target is tied to the Company’s operating income before interest, taxes, depreciation and amortization (“EBITDA”).  For Mr. Martins, 50% of the performance target is tied to the Company’s EBITDA and 50% of the performance target is tied to the EBITDA of the Company’s North American operations.

Long-Term Performance Plan

Each of Messrs. Davis, Schenker and Martins is eligible to participate in the Viskase Companies, Inc. 2012 Long-Term Performance Plan, as amended (the “Long-Term Performance Plan”).  The Long-Term Performance Plan is administered by the Compensation Committee of our Board of Directors.  Pursuant to the Long-Term Performance Plan, each participant is entitled to an incentive payment tied to the Company’s performance over a three-year

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measurement period.  Each participant’s award is tied to a percentage of a bonus pool, which can range from $0 to $5,000,000 for each performance period and is determined on the basis of a formula tied to the Company’s earnings before interest and taxes less a capital charge.

The percentage of the bonus pool to which each of Messrs. Davis, Schenker and Martins is entitled is as follows:

	Performance Period
	2015 - 2017		2016 - 2018		2017 — 2019
Thomas D. Davis	40.60	%	28.20	%	(1	)
Michael D. Schenker	14.90	%	16.16	%	(1	)
Newton Martins	4.70	%	9.35	%	(1	)

(1)Bonus pool allocations for the 2017-2019 performance period have not been finalized.

Equity Incentive Plan Information

On December 30, 2016, Mr. Davis exercised 1,500,000 non-qualified stock options on a partial cashless basis, resulting in the issuance of 339,558 shares of common stock.  Also on December 30, 2016, the Company granted to Mr. Davis 600,000 non-qualified stock options with an exercise price of $2.53 per share (the “2016 Options”).  The 2016 Options were issued pursuant to the Company’s 2005 Stock Option Plan, as amended, have a term of 10 years and vest in three equal installments on each of the first three anniversaries of the grant date.  The 2016 Options had a grant date fair value of $671,533.

The following table provides information regarding outstanding stock option awards held by each of the persons named in the Summary Compensation Table as of December 31, 2016.

Outstanding Options Awards at 2016 Fiscal Year-End

	Number of Securities UnderlyingUnexercised Options (#)Exercisable	Number of Securities UnderlyingUnexercised Options (#)Unexercisable	Option Exercise Price ($)		OptionExpiration Date
Thomas D. Davis	—	600,000	$	2.53	12/31/2026
Michael D. Schenker	325,000	—	$	8.00	4/16/2023
Newton Martins	—	—	—		—

Employment Agreements

Employment Agreement with Thomas D. Davis.

The Company and Mr. Davis are parties to the Amended and Restated Employment Agreement, dated as of December 30, 2016 (the “Davis Employment Agreement”), providing for the terms and conditions of Mr. Davis’ employment as Chief Executive Officer of the Company for a term ending on December 31, 2020.  The Davis Employment Agreement provides for an annual base salary of $465,000 during the period from January 1, 2017 to December 31, 2017, $478,950 during the period from January 1, 2018 to December 31, 2018, $493,319 for the period from January 1, 2019 to December 31, 2019 and $508,118 for the period from January 1, 2020 to December 31, 2020.  In addition, Mr. Davis is entitled to a target bonus opportunity under the 2017 EIP equal to 100% of his base salary and is eligible to participate in the Long-Term Performance Plan and other employee benefit plans offered to other senior executives of the Company.

Under the Davis Employment Agreement, if the Company terminates Mr. Davis’ employment without cause, Mr. Davis shall be entitled to (i) his earned but unpaid compensation, (ii) any amounts of EIP bonus compensation earned with respect to a completed calendar year which remains unpaid on termination, (iii) a pro rata EIP bonus for the year in which the termination occurs, calculated on the basis of the Company’s performance for the entire year

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and payable at the time that bonuses are generally payable under the applicable bonus plan for such year, and (iv) a severance payment in the aggregate amount equal to 50% of his annual base salary, payable in installments over a six-month period following the date of termination.

The Davis Employment Agreement provides that (i) unless his employment his terminated by the Company without cause, Mr. Davis shall not compete with the Company for a period of six months following termination, (ii) during the term of his employment and for a period of one year following termination, Mr. Davis shall not solicit employees and customers or others doing business with the Company in a manner adverse to the Company, and (iii) Mr. Davis shall maintain the confidentiality of the Company’s confidential information.

Employment Agreement with Michael D. Schenker.

The Company and Mr. Schenker are parties to a letter agreement, dated as of March 22, 2016 but effective as of January 1, 2016 (the “Schenker Employment Letter”), providing for the terms and conditions of Mr. Schenker’s employment as General Counsel, Executive Vice President, Chief Administrative Officer and Secretary of the Company.  The Schenker Employment Letter provides for an annual base salary of $325,000, a target annual bonus under the 2017 EIP equal to 75% of base salary and participation in the Long-Term Performance Plan.  Mr. Schenker is also eligible to participate in the Company’s benefit plans.

Under the Schenker Employment Letter, if the Company terminates Mr. Schenker’s employment without cause, Mr. Schenker shall be entitled to (i) a severance payment in the aggregate amount equal to six months’ of base salary, payable in lump sum, (ii) any amounts of EIP and LTIP bonus compensation earned with respect to a completed calendar year or LTIP performance period which remains unpaid on termination, (iii) an amount equal to 50% of his target EIP bonus for the year in which the termination occurs, and (iv) a pro rata portion of any applicable Long-Term Performance Plan award, calculated on the basis of the Company’s performance for the entire performance period and payable at the time that awards are generally payable under the Long-Term Performance Plan for the applicable period.

The Schenker Employment Letter provides that (i) Mr. Schenker shall not compete with the Company for a period of six months following termination, (ii) during the term of his employment and for a period of six months following termination, Mr. Schenker shall not solicit employees and customers or others doing business with the Company in a manner adverse to the Company, and (iii) Mr. Schenker shall maintain the confidentiality of the Company’s confidential information.

Employment Agreement with Newton Martins.

The Company and Mr. Martins are parties to a letter agreement, dated as of January 26, 2016 (the “Martins Employment Letter”), providing for the terms and conditions of Mr. Martins’ employment as General Manager, North America, of the Company.  The Martins Employment Letter provides for an annual base salary of $235,000, a target annual bonus under the 2017 EIP equal to 60% of base salary and participation in the Long-Term Performance Plan.  The Martins Employment Letter also provided for relocation assistance associated with Mr. Martins’ relocation from Brazil to the Company’s corporate headquarters.  Mr. Martins is also eligible to participate in the Company’s severance plan and benefit plans.

In connection with the Martins Employment Letter, Mr. Martins entered into a confidentiality and non-compete agreement with the Company pursuant to which Mr. Martins agreed (i) not to compete with the Company for a period of twenty-four months following termination and (ii) to maintain the confidentiality of the Company’s confidential information.

Compensation of Directors

Board compensation is established from time to time by the Board.  Under the current compensation policy, each current director who is not an officer of the Company or employed by an entity controlled by Mr. Icahn received an annual retainer of $20,000 in fiscal 2016 and a fee of $1,000 for each meeting of the Board attended.  Committee chairs received an additional annual retainer of $1,500.  Committee members received an additional fee of $1,000 for each meeting of a committee of the Board attended ($500 in the case of committee meetings occurring immediately

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before or after meetings of the full Board).  Directors who are officers of the Company or employed by an entity controlled by Mr. Icahn did not receive compensation in their capacity as directors.

The following table provides compensation information for the year ended December 31, 2016 for each director of the Company who is neither an employee of the Company nor employed by an entity controlled by Mr. Icahn:

Name	2016 Compensation
Denise Barton	$	12,833
Peter K. Shea	$	36,500

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth the beneficial ownership of our common stock as of August 31, 2017 of (i) all executive officers and directors of the Company as a group and (ii) each person or group of persons known to us to beneficially own more than 10% of the outstanding shares of common stock.

In June 2003, we terminated our registration under Section 12(g) of the Exchange Act and, therefore, we have not been subject to the reporting requirements of the Exchange Act since that time. All information below is taken from or based upon information provided to us by such persons, but because such persons have not been subject to the beneficial ownership reporting requirements of the Exchange Act, complete and accurate information with respect to current beneficial ownership provided may be unavailable. To our knowledge, each of the holders of common stock listed below has sole voting and investment power as to the shares of common stock owned, unless otherwise noted.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Amount and Nature of Beneficial Ownership Acquirable		Percent of Class
Common Stock	Executive Officers and Directors as a Group c/o Viskase Companies, Inc. 333 East Butterfield Road, Suite 400 Lombard, IL 60148	353,667	325,000	(1)	1.9	%
	Icahn Enterprises Holdings L.P. c/o Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, NY 10153	27,261,917	—		74.6	%

(1)Mr. Schenker has been granted 325,000 options with an exercise price of $8.00 per share, all of which are currently exercisable.  Mr. Davis has been granted 600,000 options with an exercise price of $2.53 per share, which vest in three equal annual installments starting on December 31, 2017. Mr. Davis’ options are not reported in this column in accordance with Securities and Exchange Commission reporting rules.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions described below, during the years ended December 31, 2016 and December 31, 2015 and the six months ended June 30, 2017, the Company had no transactions with any director or executive officer, any nominee for election as a director, any beneficial owner of more than 10% of the Company’s common stock or any immediate family member of any of the foregoing.  We believe that each of the transactions described below is on terms no less favorable to us than could have been obtained from unaffiliated third parties.

Transactions with Entities Affiliated with Carl C. Icahn

As of September 14, 2017, Icahn Enterprises owned approximately 74.6% of our outstanding common stock.  There were 737,613 shares of common stock purchased during the period ended December 31, 2016.  Icahn Enterprises is controlled by Mr. Icahn, and thus, through Icahn Enterprises, Mr. Icahn is our principal beneficial stockholder.

Insight Portfolio Group LLC (“Insight Portfolio Group”) is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates.

On January 1, 2013, Viskase acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group’s operating expenses, which was approximately $174,000 in 2016, $193,000 in 2015 and $92,000 for the six months ended June 30, 2017.  A number of other entities with which Mr. Icahn has a relationship also acquired equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group’s operating expenses in 2016, 2015 and the six months ended June 30, 2017.

IEH is the lender on the Company’s Revolving Credit Facility.  The Company paid IEH service fees, commitment fees, interest and amendment fees of $216,000 during the year ended December 31, 2016, $107,000 during the year ended December 31, 2015 and $67,000 during the six months ended June 30, 2017.  The Company believes that the terms of the Revolving Credit Facility are at least as favorable as those that the Company would expect to negotiate with an unaffiliated party.

The Company had no borrowings outstanding under the Revolving Credit Facility as of December 31, 2016 and December 31, 2015 and had borrowings of $3,000,000 as of June 30, 2017.

Tax Allocation Agreement

After the rights offering is consummated, if Icahn Enterprises becomes the beneficial owner of more than 80% of the shares of our common stock, the Company would become a member of the consolidated group of a corporate subsidiary of Icahn Enterprises for U.S. federal income tax purposes (the “IEP Corporate Subsidiary”).  In that case, the IEP Corporate Subsidiary and the Company will enter into a tax allocation agreement for the allocation of certain income tax items.  The Company and its subsidiaries will consent to join the IEP Corporate Subsidiary’s federal consolidated return and, if elected by the IEP Corporate Subsidiary, certain state consolidated returns. In those jurisdictions where the Company and its subsidiaries will file consolidated returns with the IEP Corporate Subsidiary, the Company will pay to the IEP Corporate Subsidiary any tax it would have owed had it and its subsidiaries continued to file as a separate consolidated group. To the extent that the IEP Corporate Subsidiary consolidated group is able to reduce its tax liability as a result of including the Company and its subsidiaries in its consolidated group, the IEP Corporate Subsidiary will pay the Company 20% of such reduction on a current basis and the Company will be treated as if it would carry forward for its own use under the tax allocation agreement, 80% of the items that caused the tax reduction (the “Excess Tax Benefits”). Moreover, if the Company and its subsidiaries should ever become deconsolidated from the IEP Corporate Subsidiary, the IEP Corporate Subsidiary will reimburse the Company for any tax liability in post-consolidation years that the Company and its subsidiaries would have avoided had they actually had the Excess Tax Benefits for their own consolidated group use. The cumulative payments to the Company by the IEP Corporate Subsidiary post-consolidation will not exceed the cumulative reductions in tax to the IEP Corporate Subsidiary group resulting from the use of the Excess Tax Benefits by the IEP Corporate Subsidiary group.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

Certain U.S. Federal Income Tax Considerations

The following is a description of certain U.S. federal income tax consequences of receiving, exercising or failing to exercise subscription rights pursuant to the Offering, and of acquiring, owning and disposing of our common stock in connection with the Offering.  This description applies only to U.S. Holders that receive subscription rights in the Offering and hold our common stock as a capital asset for U.S. federal income tax purposes.  This discussion does not address U.S. state, local, and non-U.S. tax consequences, nor does it describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including alternative minimum tax consequences, any aspect of the Medicare contribution tax on net investment income and tax consequences applicable to U.S. Holders subject to special rules, such as:

·certain financial institutions;

·insurance companies;

·dealers or traders in securities who use a mark-to-market method of tax accounting;

·investors that will hold common stock as part of a “straddle,” hedging transaction or conversion transaction;

·persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

·tax-exempt entities, “individual retirement accounts” or other tax-deferred accounts;

·persons that own or are deemed to own 5% or more of the Company’s stock (by vote or value); or

·persons holding subscription rights or common stock in connection with a trade or business conducted outside of the United States.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes owns subscription rights or common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership.  Partnerships owning subscription rights and common stock, and partners in such partnerships, should consult their tax advisers regarding the tax consequences of acquiring, owning, exercising or failing to exercise subscription rights, and of acquiring, owning and disposing of common stock.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”) administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, all as of the date hereof.  These foregoing authorities are subject to change or differing interpretations, possibly with retroactive effect.  Shareholders and prospective investors should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of receiving, exercising or failing to exercise subscription rights, and of acquiring, owning and disposing of common stock based upon their particular circumstances.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of our common stock that is, for U.S. federal income tax purposes:

·a citizen or individual resident of the United States;

·a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any state thereof or the District of Columbia; or

·an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

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Taxation in Respect of Subscription Rights

Distribution of Subscription Rights

Although the tax consequences of the receipt of subscription rights by a U.S. Holder are not free from doubt, the Company believes that a U.S. Holder should not be required to include any amount in income for U.S. federal income tax purposes as a result of the receipt of subscription rights.  However, it is possible that the Internal Revenue Service (the “IRS”) may take a contrary view and require a U.S. Holder to include in income the fair market value of subscription rights on the date of their distribution.  We intend to treat the distribution of subscription rights pursuant to the Offering as a non-taxable transaction for U.S. federal income tax purposes and the remainder of this discussion assumes that the receipt of subscription rights will not be a taxable event for U.S. federal income tax purposes.

Tax Basis and Holding Period of Subscription Rights

If the fair market value of the subscription rights on the date they are distributed equals or exceeds 15% of the fair market value on such date of the outstanding common stock with respect to which subscription rights are distributed, a U.S. Holder would be required to allocate its tax basis in its existing shares between the existing shares and the subscription rights received with respect to such shares, in proportion to the relative fair market value of the existing shares and the subscription rights, on the date of distribution.  If, however, the rights expire before being sold or exercised by a U.S. Holder, the allocation rule described above and the election to allocate tax basis described below will not apply.  A U.S. Holder will not recognize any loss as a result of such expiration and the tax basis in its existing shares will remain unchanged as a result of the Offering.

Alternatively, if the fair market value of the subscription rights on the distribution date is less than 15% of the fair market value of the existing shares with respect to which the subscription rights are distributed, a U.S. Holder’s tax basis in the subscription rights generally will be zero and such holder’s tax basis in its existing shares generally will remain unchanged as a result of the Offering.  However, in that case, a U.S. Holder may elect to allocate to the subscription rights a portion of the tax basis in such holder’s existing shares in accordance with the allocation method described in the preceding paragraph.  A U.S. Holder who wishes to make this election must attach a statement to this effect to the holder’s U.S. federal income tax return for the tax year in which the subscription rights are received.  The election will apply to all of the subscription rights received by the U.S. Holder pursuant to the Offering and, once made, will be irrevocable.

We have not obtained, and do not currently intend to obtain, an appraisal of the fair market value of the subscription rights on the date the subscription rights are distributed. In determining the fair market value of the subscription rights, you should consider all relevant facts and circumstances, including any difference between the subscription price of the subscription rights and the trading price of our common stock on the date that the subscription rights are distributed, the length of the period during which the subscription rights may be exercised and the fact that the subscription rights are non-transferable

The holding period of a subscription right will include a U.S. Holder’s holding period for the existing share with respect to which the subscription right was distributed.

Exercise of Subscription Rights

The exercise of subscription rights will not be a taxable transaction for U.S. federal income tax purposes.  A U.S. Holder’s tax basis in the common stock acquired upon exercise of subscription rights will equal the sum of (i) the subscription price and (ii) the U.S. Holder’s tax basis, if any, in subscription rights exercised to obtain the common stock.  The holding period of any common stock so acquired will begin with and include the date the subscription right was exercised.

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Taxation in Respect of Common Stock

Dividends

Distributions received by a U.S. Holder on common stock (other than certain rights offerings), will generally constitute dividend income to the extent paid out of the Company’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes).  Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s basis in common stock and thereafter as capital gain.  We do not anticipate paying any cash dividends on shares of our common stock in the foreseeable future.

Sale or Other Taxable Disposition

A U.S. Holder will generally recognize capital gain or loss on the sale or other taxable disposition of common stock, which will be long-term capital gain or loss if the holder has held such common stock for more than one year.  The amount of the U.S. Holder’s gain or loss will be equal to the difference between the amount realized on the sale or other taxable disposition and such holder’s tax basis in the common stock, each as determined in U.S. dollars.  The deductibility of losses is subject to limitations.

Backup Withholding and Information Reporting

Payments of dividends and other proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless the U.S. Holder is a corporation or other exempt recipient or, in the case of backup withholding, the holder provides a correct taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred (generally by furnishing to us a correct taxpayer identification number and certifying that you are not subject to backup withholding on IRS Form W-9).  The amount of any backup withholding withheld from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY, YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE RECEIPT OF SUBSCRIPTION RIGHTS IN THIS OFFERING AND THE OWNERSHIP, EXERCISE OR LAPSE OF THE SUBSCRIPTION RIGHTS APPLICABLE TO YOUR OWN PARTICULAR TAX SITUATION.

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LEGAL MATTERS

The validity of the rights and the common stock issuable upon exercise of the rights will be passed upon for the Company by Jenner & Block LLP, Chicago, Illinois.

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EXPERTS

The financial statements included in this offering circular have been so included in reliance on the report of Grant Thornton LLP, independent certified public accountants, given on the authority of said firm as experts in accounting and auditing.

70

FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF VISKASE COMPANIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets as of June 30, 2017 (unaudited) and December 31, 2016	F-2
Consolidated Statements of Operations for the six months ended June 30, 2017 and June 30, 2016 (unaudited)	F-3
Consolidated Statements of Comprehensive Income for the six months June 30, 2017 and June 30, 2016 (unaudited)	F-4
Consolidated Statements of Stockholders’ Equity for the six months ended June, 2017 (unaudited) and the year ended December 31, 2016	F-5
Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and June 30, 2016 (unaudited)	F-6
Notes to Consolidated Financial Statements (unaudited)	F-7
Report of Independent Certified Public Accountants	F-26
Consolidated Balance Sheets as of December 31, 2016 and 2015	F-28
Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014	F-29
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015 and 2014	F-30
Consolidated Statements of Stockholders’ Equity for years ended December 31, 2016, 2015 and 2014	F-31
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014	F-32
Notes to Consolidated Financial Statements	F-33

F-1

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except for Number of Shares)

	June 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	14,253		$	39,129
Restricted cash	1,544			2,063
Receivables, net	75,443			62,938
Inventories	90,770			72,279
Other current assets	32,810			28,361
Total current assets	214,820			204,770
Property, plant and equipment	333,918			304,080
Less accumulated depreciation	(168,142		)	(153,554		)
Property, plant and equipment, net	165,776			150,526
Other assets, net	20,318			11,463
Intangible assets	26,262			203
Goodwill	3,175			329
Deferred income taxes	52,136			51,386
Total Assets	$	482,487		$	418,677
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	7,677		$	2,750
Short-term portion of capital lease obligations	463			90
Accounts payable	31,471			28,582
Accrued liabilities	42,392			37,112
Total current liabilities	82,003			68,534
Long-term debt, net of current maturities	267,372			261,905
Capital lease obligations, net of current portion	1,155			61
Long-term liabilities	9,600			1,770
Accrued employee benefits	71,534			56,354
Deferred income taxes	8,913			326
Stockholders’ equity:
Common stock, $0.01 par value; 37,329,269 shares issued and 36,523,999 outstanding at June 30, 2017 and December 31, 2016	373			373
Paid in capital	32,674			32,472
Retained earnings	89,747			85,832
Less 805,270 treasury shares, at cost	(298		)	(298		)
Accumulated other comprehensive loss	(80,586		)	(88,652		)
Total stockholders’ equity	41,910			29,727
Total Liabilities and Stockholders’ Equity	$	482,487		$	418,677

See notes to consolidated financial statements.

F-2

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands)

(Unaudited)

	3 Months			3 Months			6 Months			6 Months
	Ended			Ended			Ended			Ended
	June			June			June			June
	30, 2017			30, 2016			30, 2017			30, 2016
NET SALES	$	98,440		$	84,198		$	188,796		$	161,694
Cost of sales	74,365			62,476			142,255			123,477
GROSS MARGIN	24,075			21,722			46,541			38,217
Selling, general and administrative	15,698			14,079			32,044			26,299
Amortization of intangibles	396			4			762			9
Restructing expense	1,871			293			1,871			2,151
OPERATING INCOME	6,110			7,346			11,864			9,758
Interest income	25			5			38			7
Interest expense	3,328			3,115			6,544			6,236
Other (income), net	(97		)	(1,279		)	(452		)	(3,117		)
INCOME BEFORE INCOME TAXES	2,904			5,515			5,810			6,646
Income tax provision	877			2,556			2,051			2,960
NET INCOME	$	2,027		$	2,959		$	3,759		$	3,686
WEIGHTED AVERAGE COMMON SHARES
- BASIC	36,523,999			36,184,441			36,523,999			36,184,441
PER SHARE AMOUNTS:
EARNINGS PER SHARE
- BASIC	$	0.06		$	0.08		$	0.10		$	0.10
WEIGHTED AVERAGE COMMON SHARES
- DILUTED	36,712,673			36,797,454			36,681,936			36,842,329
PER SHARE AMOUNTS:
EARNINGS PER SHARE
- DILUTED	$	0.06		$	0.08		$	0.10		$	0.10

See notes to consolidated financial statements.

F-3

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	3 Months		3 Months			6 Months		6 Months
	Ended		Ended			Ended		Ended
	June		June			June		June
	30, 2017		30, 2016			30, 2017		30, 2016
Net income	$	2,027	$	2,959		$	3,759	$	3,686
Other comprehensive income, net of tax
Pension liability adjustment	1,204		1,210			2,410		3,333
Foreign currency translation adjustment	3,670		(3,517		)	5,656		511
Other comprehensive income (loss), net of tax	4,874		(2,307		)	8,066		3,844
Comprehensive income	$	6,901	$	652		$	11,825	$	7,530

See notes to consolidated financial statements.

F-4

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)

(Unaudited)

											Accumulated other			Total
	Common		Paid in			Treasury			Retained		comprehensive			stockholders’
	stock		capital			stock			earnings		loss			equity
Balance December 31, 2015	$	370	$	32,861		$	(298	)	$	80,272	$	(83,838	)	$	29,367
Net income	—		—			—			5,560		—			5,560
Foreign currency translation adjustment	—		—			—			—		(5,296		)	(5,296		)
Pension liability adjustment, net of tax	—		—			—			—		482			482
Stock option exercise	3		(389		)	—			—		—			(386		)
Balance December 31, 2016	$	373	$	32,472		$	(298	)	$	85,832	$	(88,652	)	$	29,727
Net income	—		—			—			3,759		—			3,759
Foreign currency translation adjustment	—		—			—			—		5,656			5,656
Pension liability adjustment, net of tax	—		—			—			—		2,410			2,410
Cumulative-effect adjustment resulting from adopting ASU 2016-09	—		—			—			156		—			156
Stock option expense/exercise	—		202			—			—		—			202
Balance June 30, 2017 (unaudited)	$	373	$	32,674		$	(298	)	$	89,747	$	(80,586	)	$	41,910

See notes to consolidated financial statements.

F-5

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	6 Months			6 Months
	Ended			Ended
	June 30, 2017			June 30, 2016
Cash flows from operating activities:
Net income	$	3,759		$	3,686
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation	10,914			9,677
Stock-based compensation	112			—
Amortization of intangibles	762			9
Amortization of deferred financing fees	291			323
Increase in deferred tax	—			(1,123		)
Non-cash interest	213			46
Loss on disposition of assets	335			43
Foreign currency transaction gain	(912		)	—
Bad debt provision (recoveries)	300			249
Changes in operating assets and liabilities:
Receivables	(1,939		)	(2,704		)
Inventories	(7,350		)	(2,295		)
Other current assets	(2,735		)	(207		)
Other assets	(1,978		)	(3,261		)
Accounts payable	(1,490		)	(1,528		)
Accrued liabilities	397			2,922
Accrued employee benefits	1,900			2,054
Other	2,862			(214		)
Total adjustments	1,682			3,991
Net cash provided by operating activities	5,441			7,677
Cash flows from investing activities:
Capital expenditures	(9,401		)	(6,561		)
Acquisition of businesses, net of cash acquired	(31,141		)	—
Proceeds from disposition of assets	—			11
Net cash used in investing activities	(40,542		)	(6,550		)
Cash flows from financing activities:
Deferred financing costs	(120		)	(245		)
Proceeds from revolving loan	3,000			—
Proceeds from restructured term loan	7,716			—
Repayment of capital lease	(259		)	(83		)
Repayment of short term debt	(1,375		)	(1,653		)
Restricted cash	519			(699		)
Net cash used in financing activities	9,481			(2,680		)
Effect of currency exchange rate changes on cash	744			311
Net (decrease) increase in cash and equivalents	(24,876		)	(1,242		)
Cash and equivalents at beginning of period	39,129			37,321
Cash and equivalents at end of period	$	14,253		$	36,079
Supplemental cash flow information:
Interest paid	$	6,005		$	5,867
Income taxes paid	$	1,893		$	2,216

See notes to consolidated financial statements.

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands)

(Unaudited)

1.     Summary of Significant Accounting Policy

Nature of Operations

Viskase Companies, Inc. together with its subsidiaries (“we” or the “Company”) is a producer of non-edible cellulosic, fibrous and plastic casings used to prepare and package processed meat products, and provides value-added support services relating to these products, for some of the largest global consumer products companies. We were incorporated in Delaware in 1970.  The Company operates eleven manufacturing facilities, six distribution centers and three service centers in North America, Europe, South America, and Asia and, as a result, is able to sell its products in nearly one hundred countries throughout the world.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements

The financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and include the use of estimates and assumptions that affect a number of amounts included in the Company’s financial statements, including, among other things, pensions and other postretirement benefits and related disclosures, reserves for excess and obsolete inventory, allowance for doubtful accounts, and income taxes. Management bases its estimates on historical experience and other assumptions that we believe are reasonable. If actual amounts are ultimately different from previous estimates, the revisions are included in the Company’s results for the period in which the actual amounts become known. Historically, the aggregate differences, if any, between the Company’s estimates and actual amounts in any year have not had a significant effect on the Company’s consolidated financial statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers cash equivalents to consist of all highly liquid debt investments purchased with an initial maturity of approximately three months or less. Due to the short-term nature of these instruments, the carrying values approximate the fair market value. Cash equivalents include $171 and $158 of short-term investments at June 30, 2017 and December 31, 2016, respectively.  Of the cash held on deposit, essentially all of the cash balance was in excess of amounts insured by the Federal Deposit Insurance Corporation or other foreign provided bank insurance.  The Company performs periodic evaluations of these institutions for relative credit standing and has not experienced any losses as a result of its cash concentration.  Consequently, no significant concentrations of credit risk are considered to exist.

Receivables

Trade accounts receivable are classified as current assets and are reported net of allowance for doubtful accounts and a reserve for returns.  This estimated allowance is primarily based upon our evaluation of the financial condition of each customer, each customer’s ability to pay and historical write-offs.

Inventories

Inventories are valued at the lower of first-in, first-out (“FIFO”) cost or market.

F-7

Property, Plant and Equipment

The Company carries property, plant and equipment at cost, less accumulated depreciation. Property and equipment additions include acquisition of property and equipment and costs incurred for computer software purchased for internal use including related external direct costs of materials and services and payroll costs for employees directly associated with the project. Upon retirement or other disposition, cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in results of operations. Depreciation is computed on the straight-line method using a half year convention over the estimated useful lives of the assets ranging from (i) building and improvements - 10 to 32 years, (ii) machinery and equipment - 4 to 12 years, (iii) furniture and fixtures - 3 to 12 years, (iv) auto and trucks - 2 to 5 years, (v) data processing — 3 to 7 years and (vi) leasehold improvements - shorter of lease or useful life.

In the ordinary course of business, we lease certain equipment, consisting mainly of autos, and certain real property. Real property consists of manufacturing, distribution and office facilities.

Deferred Financing Costs

Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying amount of debt liability and amortized as expense using the effective interest rate method over the expected term of the related debt agreement. Amortization of deferred financing costs is classified as interest expense.

Intangible Assets and Goodwill

The Company has recognized definite live intangible assets for patents and trademarks, customer relationships, technologies and in-place leases. The intangible assets are amortized on the straight-line method over an estimated weighted average useful life of 12 years for patents and trademarks, 20 years for customer relationships, 13 years for technologies and 14 years for in-place leases.

We evaluate the carrying value of goodwill annually and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. Goodwill impairment testing involves a two-step process. Step 1 compares the fair value of our reporting units to their carrying values. If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary. The reporting unit fair value is based upon consideration of various valuation methodologies, including guideline transaction multiples, multiples of current earnings, and projected future cash flows discounted at rates commensurate with the risk involved.  If the carrying amount of the reporting unit exceeds its fair value, Step 2 must be completed to quantify the amount of impairment. Step 2 calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit, from the fair value of the reporting unit as determined in Step 1. The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss, equal to the difference, is recognized.

Long-Lived Assets

The Company continues to evaluate the recoverability of long-lived assets including property, plant and equipment, trademarks and patents.  Impairments are recognized when the expected undiscounted future operating cash flows derived from long-lived assets are less than their carrying value. If impairment is identified, valuation techniques deemed appropriate under the particular circumstances will be used to determine the asset’s fair value. The loss will be measured based on the excess of carrying value over the determined fair value.  The review for impairment is performed whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable.

F-8

Shipping and Handling

The Company periodically bills customers for shipping charges.  These amounts are included in net revenue, with the associated costs included in cost of sales.

Pensions and Other Postretirement Benefits

The Company uses appropriate actuarial methods and assumptions in accounting for its defined benefit pension plans and non-pension postretirement benefits.

Actual results that differ from assumptions used are accumulated and amortized over future periods and, accordingly, generally affect recognized expense and the recorded obligation in future periods. Therefore, assumptions used to calculate benefit obligations as of the end of a fiscal year directly impact the expense to be recognized in future periods. The primary assumptions affecting the Company’s accounting for employee benefits as of June 30, 2017 are as follows:

·Long-term rate of return on plan assets: The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. Over time, however, the expected long-term rate of return on plan assets is designed to approximate actual earned long-term returns. The Company uses long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns by reference to external sources to develop an assumption of the expected long-term rate of return on plan assets. The expected long-term rate of return is used to calculate net periodic pension cost. In determining its pension obligations, the Company is using a long-term rate of return on U.S. plan assets of 7.50% for 2017.  The Company is using a long-term rate of return on French plan assets of 3.20% for 2017.  The German pension plan has no assets.

·Discount rate: The discount rate is used to calculate future pension and postretirement obligations.  The Company is using a Mercer Bond yield curve in determining its pension obligations. The Company is using a discount rate of 4.47% for 2017.  The Company is using a weighted average discount rate of 1.71% on its non-U.S. pension plans for 2017.

Income Taxes

Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. In addition, the amounts of any future tax benefits are reduced by a valuation allowance to the extent such benefits are not expected to be realized on a more likely than not basis. Interest and penalties related to unrecognized tax benefits are included as a component of tax expense.

Other Comprehensive Income (Loss)

Comprehensive income (loss) includes all other non-stockholder changes in equity. Changes in other comprehensive income (loss) in 2017 and 2016 resulted from changes in foreign currency translation and minimum pension liability.

Revenue Recognition

Revenues are recognized at the time products are shipped to the customer, under F.O.B shipping point or F.O.B port terms, which is the point at which title is transferred, the customer has the assumed risk of loss, and when payment has been received or collection is reasonably assured.  Revenues are net of discounts, rebates and allowances.  Viskase records all labor, raw materials, in-bound freight, plant receiving and purchasing, warehousing, handling and distribution costs as a component of costs of sales.

F-9

Acquisitions of Businesses

We account for business combinations under the acquisition method of accounting (other than acquisitions of businesses under common control), which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. In valuing our acquisitions we estimate fair values based on industry data and trends and by reference to relevant market rates and transactions, and discounted cash flow valuation methods, among other factors. The discount rates used were commensurate with the inherent risks associated with each type of asset and the level and timing of cash flows appropriately reflect market participant assumptions. The primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

Financial Instruments

The Company routinely enters into fixed price natural gas agreements which require us to purchase a portion of our natural gas each month at fixed prices.  These fixed price agreements qualify for the “normal purchases” scope exception under derivative and hedging standards, therefore the natural gas purchases under these contracts were expensed as incurred and included within cost of sales. As of June 30, 2017, future annual minimum purchases remaining under the agreement are $740.

The Company’s financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts of these financial assets and liabilities approximate fair value due to the short maturities of these instruments.  The fair value of the Company’s revolving loans approximate the carrying value due to credit risk or current market rates, which approximate the effective interest rates on those instruments.  The fair value of the Company’s Term Loan is estimated by discounting the future cash flow using the Company’s current borrowing rates for similar types and maturities of debt.

New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09), Revenue from Contracts with Customers, which supersedes most of the current revenue recognition requirements. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

On July 9, 2015, the FASB board voted to defer the effective date to annual reporting periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 (early adoption is permitted no earlier than the original effective date). The guidance permits the use of either a retrospective or cumulative effect transition method. In addition, the FASB issued other amendments during 2016 to FASB ASC Topic 606 that include implementation guidance to principal versus agent considerations, guidance to identifying performance obligations and licensing guidance and other narrow scope improvements.  The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company’s consolidated financial statements.  We will adopt these new standards on January 1, 2018 using the modified retrospective application method.

F-10

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” This update provides that an entity should measure inventory with the scope of the update at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The adoption of this guidance will have an immaterial effect on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting (Topic 718), which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The Company will be early adopting this ASU for fiscal years beginning after December 15, 2016 including interim periods. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which amends FASB ASC Topic 230, Statement of Cash Flows. This ASU seeks to reduce the diversity currently in practice by providing guidance on the presentation of eight specific cash flow issues in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We currently are evaluating the impact of this guidance on our consolidated statement of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which amends FASB ASC Topic 740, Income Taxes. This ASU requires the recognition of income tax consequences of an intraentity transfer of an asset other than inventory when the transfer occurs. Current U.S. GAAP prohibits the recognition of current and deferred incomes taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which amends FASB ASC Topic 230, Statement of Cash Flows. This ASU requires that the statement of cash flows explain the change during the period

F-11

total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted.  We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

In March 2017, the FASB issued ASU No. 2017-07, Retirement Benefits, which amends FASB ASC Topic 715, Compensation - Retirement Benefits. This ASU requires entities to present the service cost component of net periodic benefit cost in the same line item or items in the financial statements as other compensation costs arising from services rendered by the pertinent employees during the period. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

2. Revision of Previously Reported Consolidated Financial Statements

The Company has revised its consolidated balance sheet as of December 31, 2016, and changes in stockholders’ equity for the years ended December 31, 2016 and 2015, and the related notes. During 2017, it was determined in a single foreign location that the translation of certain property, plant and equipment used the incorrect exchange rate; therefore, property, plant and equipment and accumulated other comprehensive income was misstated. In addition taxes payables were overstated with the offsetting adjustment to accumulated other comprehensive income.

A reconciliation of the effects of the adjustments to the previously reported consolidated balance sheet at December 31, 2016 follows:

	2016 Previously			Translation			Taxes Payable			2016 Currently
	Reported			Adjustments			Adjustments			Reported
Property, plant and equipment	$	308,841		$	(4,761	)	$	—		$	304,080
Property, plant and equipment, net	155,287			(4,761		)	—			150,526
Total assets	423,438			(4,761		)	—			418,677
Accrued liabilities	38,796			—			(1,684		)	37,112
Total current liabilities	70,218			—			(1,684		)	68,534
Accumulated other comprehensive loss	(85,575		)	(4,761		)	1,684			(88,652		)
Total stockholders’ equity	32,804			(4,761		)	1,684			29,727
Total liabilities & stockholders’ equity	423,438			(4,761		)	—			418,677

A reconciliation of the previously reported consolidated statement of stockholders’ equity at December 31, 2015 and December 31, 2016 follows:

	Previously			Translation			Taxes Payable		Currently
	Reported			Adjustments			Adjustments		Reported
December 31, 2015:
Accumulated other comprehensive loss	$	(80,050	)	$	(3,788	)	$	—	$	(83,838	)
Total stockholders’ equity	33,155			(3,788		)	—		29,367
December 31, 2016:
Foreign currency translation adjustment
	(6,007		)	(973		)	1,684		(5,296		)
Accumulated other comprehensive loss
	(85,575		)	(4,761		)	1,684		(88,652		)
Total stockholders’ equity	32,804			(4,761		)	1,684		29,727

F-12

A reconciliation of the previously reported consolidated statement of comprehensive income for the three months and six months ended June 30, 2016 follows:

	Previously			Translation			Taxes Payable		Currently
	Reported			Adjustments			Adjustments		Reported
3 Months Ended June 30, 2016:
Foreign currency translation adjustment	$	(3,036	)	$	(481	)	$	—	$	(3,517	)
Other comprehensive income (loss)	(1,826		)	(481		)	—		(2,307		)
Comprehensive income	1,133			(481		)	—		652
6 Months Ended June 30, 2016:
Foreign currency translation adjustment	(733		)	(440		)	1,684		511
Other comprehensive income (loss)	2,600			(440		)	1,684		3,844
Comprehensive income	6,286			(440		)	1,684		7,530

The revision was not material and had no impact on net income, net cash flows from operating, investing or financing activities.

3.   Cash and cash equivalents

	June 30, 2017		December 31, 2016
Cash and cash equivalents	$	14,253	$	39,129
Restricted cash	1,544		2,063
	$	15,797	$	41,192

As of June 30, 2017 and December 31, 2016, cash held in foreign banks was $11,493 and $27,224, respectively.

As of June 30, 2017 and December 31, 2016, letters of credit in the amount of $1,544 and $2,063, respectively, were outstanding under facilities with a commercial bank, and were cash collateralized in a restricted account.

F-13

4.  Inventory

Inventory consisted of:

	June 30, 2017		December 31, 2016
Raw materials	$	17,962	$	9,777
Work in process	41,774		34,249
Finished products	31,034		28,253
	$	90,770	$	72,279

5.   Debt Obligations

	June 30, 2017		December 31, 2016
Short-term debt:
Bank term loan	$	2,750	$	2,750
Revolving credit facility	3,000		—
Restructured term loan	1,927		—
Total short-term debt	7,677		2,750
Long-term debt:
Bank term loan, net of discount	260,422		261,578
Restructured term loan	6,587		—
Other	363		327
Total long-term debt	267,372		261,905
Total debt	$	275,049	$	264,655

Revolving Credit Facility

On January 30, 2014, the Company entered into an Amendment Agreement to the $25,000 Revolving Credit Facility, together with an amended Loan Agreement, with Icahn Enterprises Holdings L.P.  Drawings under the amended Revolving Credit Facility bear interest at daily three month LIBOR plus 2.0%.  The amended Revolving Credit Facility also provides for an unused line fee of 0.375% per annum.

On March 1, 2016, the Company entered into the Tenth Amendment to the Loan and Security Agreement with Icahn Enterprises L.P., extending the maturity date of the Revolving Credit Facility from January 30, 2017 to January 30, 2020.  The amendment included a fee of $125 for the extension.

Indebtedness under the amended Revolving Credit Facility is secured by liens on substantially all of the Company’s domestic and Mexican assets, with liens on (i) accounts, inventory, lockboxes, deposit accounts and investment property (the “ABL Priority Collateral’) to be contractually senior to the liens securing the Term Loan (as hereafter defined) pursuant to an intercreditor agreement, (ii) real property, fixtures and improvements thereon, equipment and proceeds thereof (the “Fixed Asset Priority Collateral”), to be contractually subordinate to the liens securing the Term Loan pursuant to such intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Term Loan pursuant to such intercreditor agreement.  Our future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the amended Revolving Credit Agreement, and to provide security by liens on their assets as described above.

The amended Revolving Credit Facility contains various covenants which restrict the Company’s ability to, among other things, incur indebtedness, create liens on our assets, make investments, enter into merger, consolidation or acquisition transactions, dispose of assets (other than in the ordinary course of business), make certain restricted payments, enter into sale and leaseback transactions and transactions with affiliates, in each case subject to

F-14

permitted exceptions. The amended Revolving Credit Facility also requires that we comply with certain financial covenants, including meeting a minimum EBITDA requirement and limitations on capital expenditures, in the event our usage of the Revolving Credit Facility exceeds 90% of the facility amount.  The Company is in compliance with the Revolving Credit Facility covenants as of June 30, 2017.  The amended Revolving Credit Facility had borrowings of $3,000 as of June 30, 2017 and no borrowings at December 31, 2016.

In its foreign operations, the Company has unsecured lines of credit with various banks providing approximately $8,000 of availability.  There were no borrowings under the lines of credit at June 30, 2017.

Term Loan Facility

On January 30, 2014, the Company entered into a Credit Agreement with UBS AG, Stamford Branch (“UBS”), as Administrative Agent and Collateral Agent, and the Lenders parties thereto, providing for a $275,000 senior secured covenant lite term loan facility (“Term Loan”).  The Term Loan bears interest at a LIBOR Rate plus 3.25% (with the LIBOR Rate carrying a 1.00% floor or at a Base Rate equal to the sum of (1) the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, (c) one-month LIBOR plus 1.0%, or (d) 2.0%, plus (2) 2.25%).  As of June 30, 2017, the interest rate was 4.40% on the Term Loan.  The Term Loan has a 1% per annum amortization with a maturity date of January 30, 2021.  The Term Loan is subject to certain additional mandatory prepayments upon asset sales, incurrence of indebtedness not otherwise permitted, and based upon a percentage of excess cash flow.  Prepayments on the Term Loan may be made at any time, subject to a prepayment premium of 1% for certain prepayments during the first six months of the term.

Indebtedness under the Term Loan is secured by liens on substantially all of the Company’s domestic and Mexican assets, with liens on (i) the Fixed Asset Priority Collateral, to be contractually senior to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, (ii) the ABL Priority Collateral, to be contractually subordinate to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement.  Our future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the Term Loan, and to provide security by liens on their assets as described above.

Restructured Term Loan

On December 30, 2016, the Company entered into a Share and Asset Purchase Agreement (“SAPA”) to purchase all of the shares in CT Casings Beteiligungs GmbH (“Walsroder”) and certain assets of Poly-clip Systems LLC (see Footnote 17).  As part of the consideration for the purchase, a former Seller shareholder loan was restructured and remained outstanding at the January 10, 2017 closing in the original amount of EUR 9,800 (“Restructured Term Loan”) or $10,330.  After reductions for post-closing adjustments, the balance on the Restructured Term Loan was EUR 8,111 or $9,257.  The Restructured Term Loan is due for repayment as follows:  EUR 1,688 is due on January 10, 2018; and the balance of EUR 6,423 is due on January 10, 2020.  The Restructured Term Loan bears no interest, and was recorded for a book value of EUR 7,320 using an imputed interest rate of 4%.

F-15

Debt Maturity

The aggregate maturities of debt (1) for each of the next five years are:

	2017		2018		2019		2020		2021		Thereafter
Term Loan Facility	$	1,375	$	2,750	$	2,750	$	2,750	$	255,750	$	—
Revolving Credit Facility	3,000		—		—		—		—		—
Restructured Term Loan	—		1,927		—		7,331		—		—
Other	—		—		—		—		—		918
	$	4,375	$	4,677	$	2,750	$	10,081	$	255,750	$	918

(1)   The aggregate maturities of debt represent amounts to be paid at maturity and not the current carrying value of the debt.

(2)   The amounts are for the remainder of the calendar year.

6.   Capital Lease Obligations

The Company has entered into capital lease obligations to acquire certain equipment and building improvements for its manufacturing facilities.  The equipment leases have a term of 3 to 5 years and the building improvement lease has a term of 5 years.  The Company has determined that automobiles leased by the Company are capital leases with an average term of 4 years.  The depreciation of capital leases is included in depreciation expense.

The following is an analysis of leased property under capital leases by major classes as of June 30, 2017 and December 31, 2016.

	June 30,			December 31,
	2017			2016
Building and improvements	$	453		$	453
Machinery and equipment	3,621			2,169
Less: Accumulated depreciation	(2,456		)	(2,454		)
	$	1,618		$	168

The following is a schedule by years of minimum future lease payments as of June 30, 2017.

F-16

Year ending December 31,

2017	$	366
2018	489
2019	447
2020	438
2021	—
Thereafter	—
Total minimum payments required	1,740
Less amount representing interest	(122		)
Present value of net minimum lease payments	$	1,618

7.     Accrued Liabilities

Accrued liabilities were comprised of

	June 30, 2017		December 31, 2016
Compensation and employee benefits	$	18,935	$	14,153
Taxes payable	10,810		12,493
Accrued volume and sales rebates	2,277		1,305
Accrued interest payable	8		41
Accrued commissions	1,312		1,122
Restructuring reserve	2,810		3,210
Other	6,240		4,788
	$	42,392	$	37,112

8.  Goodwill and Intangible Assets, net

The Company currently has $3,175 of goodwill with no accumulated impairment.

Intangible assets, net consist of the following:

	June 30, 2017
	Gross
	Carrying		Accumulated			Net Carrying
	Value		Amortization			Value
Definite live intangible assets:
Customer relationships	$	20,018	$	(500	)	$	19,518
Technologies	2,395		(96		)	2,299
Patents/Trademarks	9,092		(4,847		)	4,245
In-place leases	208		(8		)	200
	$	31,713	$	(5,451	)	$	26,262

F-17

	December 31, 2016
	Gross
	Carrying		Accumulated			Net Carrying
	Value		Amortization			Value
Definite live intangible assets:
Customer relationships	$	—	$	—		$	—
Technologies	42		—			42
Patents/Trademarks	4,823		(4,662		)	161
In-place leases	—		—			—
	$	4,865	$	(4,662	)	$	203

Amortization expense associated with definite-lived intangible assets was $762 and $9 for the six months ended June 30, 2017 and 2016, respectively. We utilize the straight-line method of amortization, recognized over the estimated useful lives of the assets.

The acquisition during the six months ended June 30, 2017 allocated $2,805 to goodwill and $24,742 to definite-lived intangible assets amortized over a weighted average of 18 years.

9.  Income Taxes

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company recorded adjustments for interest and potential penalties related to these unrecognized tax benefits, and in total, as of June 30, 2017 and December 31, 2016, the Company has recorded a liability for interest and potential penalties of $3,567 and $972, respectively.

Approximately $6,969 of the total unrecognized tax benefits represents the amount that, if recognized, would affect the effective income tax rate in future periods.  The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has been audited by the IRS through 2013 which resulted in no additional tax liability.  The Company will continue to utilize net operating loss carryforwards from periods prior to 2010. Substantially all material state and local and foreign income tax matters have been concluded for years through 2011.  U.S. federal income tax return for 2014 and 2015 is open for examination.  Based on the expiration of the statute of limitations for certain jurisdictions, it is reasonably possible that the unrecognized tax benefits will decrease in the next twelve months by approximately $489.

10.Pension and Postretirement

The Company has contributed $196 to pension benefits in the U.S. during the six months ended June 30, 2017 and expects to contribute an additional $344 during the remainder of the year.

F-18

	U.S. Pension Benefits						Non U.S. Pension Benefits
	3 Months			3 Months			3 Months			3 Months
	Ended			Ended			Ended			Ended
	June 30			June 30			June 30			June 30
	2017			2016			2017			2016
Component of net period benefit cost
Service cost	$	—		$	—		$	140		$	105
Interest cost	1,666			1,773			101			52
Expected return on plan assets	(1,927		)	(2,036		)	(17		)	(32		)
Amortization of prior service cost	—			—			—			—
Amortization of actuarial loss	1,151			1,092			58			43
	$	890		$	829		$	282		$	168

	U.S. Pension Benefits						Non U.S. Pension Benefits
	6 Months			6 Months			6 Months			6 Months
	Ended			Ended			Ended			Ended
	June 30			June 30			June 30			June 30
	2017			2016			2017			2016
Component of net period benefit cost
Service cost	$	—		$	—		$	275		$	208
Interest cost	3,332			3,547			198			102
Expected return on plan assets	(3,855		)	(4,072		)	(34		)	(63		)
Amortization of prior service cost	—			—			—			—
Amortization of actuarial loss	2,303			2,185			113			86
	$	1,780		$	1,660		$	552		$	333

11. Contingencies

The Company from time to time is involved in various other legal proceedings, none of which are expected to have a material adverse effect upon results of operations, cash flows or financial condition.

12. Stock-Based Compensation (Dollars in Thousands, Except Per Share Amounts)

Stock-based compensation cost is measured at the grant date based on fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.  Included in net income is non-cash compensation expense of $112 and $0 for both the six months ended June 30, 2017 and June 30, 2016.

The fair values of the options granted during 2016 and 2013 were estimated on the date of grant using the binomial option pricing model. The assumptions used and the estimated fair values are as follows:

	2016	2013
Expected term	10 years	10 years
Expected stock volatility	4.38%	17.33%
Risk-free interest rate	2.45%	1.75%
Expected forfeiture rate	0.00%	0.00%
Fair value per option	$1.12	$0.51

In December 2016, the Company granted non-qualified stock options to its current chief executive officer for the purchase of 600,000 shares of its common stock under an employment agreement. Options were granted at the

F-19

fair market value at date of grant and will vest one third each on December 31, 2017, December 31, 2018 and December 31, 2019. The options for the chief executive officer expire on December 31, 2026.

In April 2013, the Company granted non-qualified stock options to its current chief administrative officer for the purchase of 325,000 shares of its common stock under an employment agreement. Options were granted at the fair market value at date of grant and are fully vested.  The options for the chief administrative officer expire on April 16, 2023.

The Company’s outstanding options were:

	Shares Under	Weighted Average
	Option	Exercise Price
Outstanding, December 31, 2016	925,000	$	4.45
Granted	—	—
Exercised	—	—
Forfeited	—	—
Outstanding, June 30, 2017	925,000	$	4.45

Vested and exercisable options as of June 30, 2017 were 325,000 with a weighted average share price of $8.00.

13.  Fair Value Measures

U.S. GAAP requires enhanced disclosures about investments and non-recurring non-financial assets and non-financial liabilities that are measured and reported at fair value and has established a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring investments or non-financial assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments and non-financial assets and/or liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 - Quoted prices are available in active markets for identical investments as of the reporting date. The types of investments included in Level 1 include listed equities and listed derivatives. We do not adjust the quoted price for these investments, even in situations where we hold a large position.

Level 2 - Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives. The inputs and assumptions of our Level 2 investments are derived from market observable sources including reported trades, broker/dealer quotes and other pertinent data.

Level 3 - Pricing inputs are unobservable for the investment and non-financial asset and/or liability and include situations where there is little, if any, market activity for the investment or non-financial asset and/or liability. The inputs into the determination of fair value require significant management judgment or estimation. Fair value is determined using comparable market transactions and other valuation methodologies, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the investment. Significant

F-20

transfers, if any, between the levels within the fair value hierarchy are recognized at the beginning of the reporting period when changes in circumstances require such transfers.

14.  Related-Party Transactions

As of June 30, 2017, Icahn Enterprises L.P. owned approximately 74.6% of our outstanding common stock.  There were no shares of common stock purchased during the period ended June 30, 2017.

Insight Portfolio Group LLC (“Insight Portfolio Group”) is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates.

On January 1, 2013, Viskase acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group’s operating expenses, which is approximately $92 and $87 for the six months ended June 30, 2017 and June 30, 2016.  A number of other entities with which Mr. Icahn has a relationship also acquired equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group’s operating expenses in 2017.

During the periods ended June 30, 2017 and June 30, 2016, the Company purchased $8 and $23, respectively, in telecommunication services in the ordinary course of business from XO Communications, Inc., an affiliate of Icahn Enterprises L.P.

Icahn Enterprises L.P. was the lender on the Company’s Revolving Credit Facility as of June 30, 2017. The Company paid Icahn Enterprises L.P. service, commitment fees, interest and amendment fees of $67 and $193 during the periods ended June 30, 2017 and June 30, 2016.

15.   Business Segment Information and Geographic Area Information

The Company primarily manufactures and sells cellulosic food casings. The Company’s operations are primarily in North America, South America, Europe and Asia. Intercompany sales and charges (including royalties) have been reflected as appropriate in the following information. Certain items are maintained at the Company’s corporate headquarters and are not allocated geographically. They include most of the Company’s debt and related interest expense and income tax benefits.

Reporting Segment Information:

F-21

	6 Months Ended				6 Months Ended
	June 30, 2017				June 30, 2016
Net sales by region
North America	$	88,332			$	92,890
South America	25,946				21,726
Europe	86,494				58,359
Asia	16,854				16,076
Other and eliminations	(28,830			)	(27,357			)
	$	188,796			$	161,694
Operating income
North America	$	4,336			$	5,230
South America	2,942				1,758
Europe	846				325
Asia	3,740				2,445
	$	11,864			$	9,758
	June 30, 2017				December 31, 2016
Identifiable assets
North America	$		192,289		$		199,899
South America	67,604				65,786
Europe	182,322				111,481
Asia	40,272				41,511
	$		482,487		$		418,677
	6 Months Ended				6 Months Ended
	June 30, 2017				June 30, 2016
Net Sales by market
Emerging	$	92,070			$	80,453
Mature	96,726				81,241
	$	188,796			$	161,694
Net Sales from operations by country
United States	$	58,335			$	49,999
Brazil	14,907				12,741
Italy	10,713				11,648
Philippines	8,468				10,343
Germany	13,102				5,032
France	4,723				6,584
Poland	5,010				3,858
Other international	73,538				61,489
	$	188,796			$	161,694

F-22

16.  Changes in Accumulated Other Comprehensive Loss

	Accrued
	Employee			Translation
	Benefits			Adjustments			Total
Balance at December 31, 2016	$	(51,739	)	$	(36,913	)	$	(88,652	)
Other comprehensive income before reclassifications	—			5,656			5,656
Reclassifications from accumulated other comprehensive loss to earnings	2,410			—			2,410
Balance at June 30, 2017	$	(49,329	)	$	(31,257	)	$	(80,586	)

	Amounts Reclassified
	from Accumulated		Affected Line Items in the
	Other Comprehensive		Consolidation Statement of
	Loss		Operations and Comprehensive Loss
Accrued Employee Benefits
Amortization of net actuarial loss	$	2,410	Selling, general and administrative
	$	2,410

17.  Restructuring Charges

During the second quarter of 2017, the Company recognized a restructuring expense of $1,871. The costs relate to a restructuring of its Warsaw, Poland subsidiary operations to safeguard the Company’s competitive environment in the European market.  The plan involved the involuntary termination of approximately 13 employees and includes an asset impairment of $417 and an operating lease liability of $1,331.

During the first quarter of 2016, the Company recognized a restructuring expense of $1,858. The costs relate to a Board-approved plan of restructuring of its French subsidiary operations to safeguard the Company’s competitive environment in the European market.  The Company exited its Beauvais, France plastics, printing, and MP coating operations, along with a targeted downsizing of its production and overhead personnel.

The Company believes this will position us to be in an improved competitive position for the future in the European market.

The Company recognized a cost of $543 related to the relocation of its North American finishing operations.  The plan involved the involuntary termination of approximately 53 employees and will be completed in the second half of 2016.  The restructuring expense includes an asset impairment of $174.

The Company recognized a cost of $2,286 related to the voluntary employee reduction of its North American headquarters during December 2016.  The plan involved the voluntary termination of approximately 20 employees and will be completed throughout 2017.

F-23

The following table provides details of our restructuring provisions.

	June 30, 2017			December 31, 2016
Beginning balance	$	3,210		$	1,713
Provision	1,871			4,809
Payments/Impairments	(2,271		)	(3,312		)
Ending balance	$	2,810		$	3,210

18.  Acquisitions

CT Casings Beteiligungs GmbH

On January 10, 2017, the Company, through its indirect subsidiary, Viskase GmbH, completed the purchase of all of the shares of CT Casings Beteiligungs GmbH (“Walsroder”), certain outstanding shareholder loans to Walsroder, and certain casing assets of Poly-clip System LLC, for a total of €33,611 or $34,616 paid cash and debt, subject to certain post-closing adjustments.  The share purchase of Walsroder included acquisition of substantially all of the assets, and assumption of substantially all of the liabilities, of Walsroder.  The Company completed the purchase to further enhance its production capabilities and product offerings in plastic and fibrous casings.  The purchase was recorded using the purchase method of accounting on a provisional basis, as the accounting is still not completed during the measurement period. The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition was based on estimated fair values supported by third-party valuations. The Company acquired goodwill with the acquisition due to the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.  The following summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition for EUR 25,500 in cash and EUR 8,111 in restructured term loan (see Footnote 4).

	January 1, 2017
Cash	$	3,475
Accounts receivable	10,428
Inventories	8,715
Other current assets	1,192
Property, plant and equipment	14,148
Other assets	6,794
Intangible assets	24,742
Goodwill	2,600
Accounts payable	(3,169		)
Accrued liabilities	(4,827		)
Short term capital lease	(426		)
Long term capital lease	(1,161		)
Accrued employee benefits	(13,285		)
Long-term liabilities	(7,098		)
Deferred tax liability	(7,512		)
Total purchase price	$	34,616

Transaction costs related to the acquisition amounted to $728 and were recorded as an expense in the statement of operations.

F-24

Unaudited Pro Forma Results

The following table summarizes, on a pro forma basis, the combined results of operation of the Company and Walsroder as though the acquisition had occurred as of December 31, 2015. The pro forma amounts presented are not necessarily indicative of either the actual consolidation results had Walsroder acquisition occurred as of December 31, 2015 or future consolidated operating results.  Due to the acquisition occurring at the beginning of 2017, no proforma impact is presented for 2017.

	Unaudited
	For the Three		For the Six
	Months Ended		Months Ended
	June 30, 2016		June 30, 2016
Net Sales	$	98,049	$	188,947
Income before income taxes	3,418		3,408
Net Income	1,170		1,114

Pro forma results presented above primarily reflect: (1) incremental depreciation relating to fair value adjustments to property, plant and equipment; (2) amortization adjustments relating to fair value estimates of intangible assets.

Pro forma adjustments above have been tax effected using the Company’s effective tax rate during the respective period.

19.  Subsequent Events

Viskase evaluated its June 30, 2017 consolidated financial statements for subsequent events through August 15, 2017, the date the consolidated financial statements were available to be issued.

On July 6th, 2017, Viskase Companies, Inc. entered into a joint venture agreement in the U.S. where the Company agreed to contribute $931 in cash and other considerations in forming the venture. In addition the Company could be required to contribute up to $4,000 less the initial contribution during the course of the joint venture.

F-25

Grant Thornton LLP

Grant Thornton Tower

171 N. Clark Street, Suite 200

Chicago, IL 60601-3370

T -1 312 856 0200

F -1 312 565 4719

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors

Viskase Companies, Inc.

We have audited the accompanying consolidated financial statements of Viskase Companies, Inc. (a Delaware corporation) and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies

F-26

used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Viskase Companies, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of matter

We draw attention to Note 1 to the financial statements, which describes the Company adopted new accounting guidance in 2016 related to the presentation of deferred financing costs.  Our opinion is not modified with respect to this matter.

/s/ Grant Thornton LLP

Chicago, Illinois

March 31, 2017

F-27

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except for Number of Shares)

	December 31, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	39,129		$	37,321
Restricted cash	2,063			1,364
Receivables, net	62,938			60,252
Inventories	72,279			76,788
Other current assets	28,361			24,489
Total current assets	204,770			200,214
Property, plant and equipment	308,841			294,355
Less accumulated depreciation	(153,554		)	(140,727		)
Property, plant and equipment, net	155,287			153,628
Other assets, net	11,666			8,860
Goodwill	329			—
Deferred income taxes	51,386			48,848
Total Assets	$	423,438		$	411,550
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	2,750		$	3,160
Short-term portion of capital lease obligations	90			174
Accounts payable	28,582			25,472
Accrued liabilities	38,796			34,809
Total current liabilities	70,218			63,615
Long-term debt, net of current maturities	261,905			264,148
Capital lease obligations, net of current portion	61			137
Long-term liabilities	1,770			—
Accrued employee benefits	56,354			50,495
Deferred income taxes	326			—
Stockholders’ equity:
Common stock, $0.01 par value; 37,329,269 shares issued and 36,523,999 outstanding at December 31, 2016 and 36,989,711 shares issued and 36,184,441 outstanding at December 31, 2015	373			370
Paid in capital	32,472			32,861
Retained earnings	85,832			80,272
Less 805,270 treasury shares, at cost	(298		)	(298		)
Accumulated other comprehensive loss	(85,575		)	(80,050		)
Total stockholders’ equity	32,804			33,155
Total Liabilities and Stockholders’ Equity	$	423,438		$	411,550

See notes to consolidated financial statements.

F-28

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands)

	Year			Year		Year
	Ended			Ended		Ended
	December			December		December
	31, 2016			31, 2015		31, 2014
NET SALES	$	328,820		$	343,583	$	365,203
Cost of sales	247,570			258,893		274,267
GROSS MARGIN	81,250			84,690		90,936
Selling, general and administrative	51,934			52,589		44,643
Amortization of intangibles	18			16		18
Asset impairment charge	—			445		80
Restructuring expense	4,809			2,672		217
OPERATING INCOME	24,489			28,968		45,978
Interest income	22			31		19
Interest expense, net	12,543			12,458		14,191
Loss on early extinguishment of debt	—			—		15,739
Other (income) expense, net	(1,238		)	5,358		3,179
INCOME BEFORE INCOME TAXES	13,206			11,183		12,888
Income tax provision	7,646			9,886		3,058
NET INCOME	$	5,560		$	1,297	$	9,830
WEIGHTED AVERAGE COMMON SHARES
- BASIC	36,186,302			36,184,334		36,131,795
PER SHARE AMOUNTS:
EARNINGS PER SHARE
- BASIC	$	0.15		$	0.04	$	0.27
WEIGHTED AVERAGE COMMON SHARES
- DILUTED	36,243,772			37,189,121		37,280,064
PER SHARE AMOUNTS:
EARNINGS PER SHARE
- DILUTED	$	0.15		$	0.03	$	0.26

See notes to consolidated financial statements.

F-29

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

	Ended			Ended			Ended
	December			December			December
	31, 2016			31, 2015			31, 2014
Net income	$	5,560		$	1,297		$	9,830
Other comprehensive (loss) income, net of tax
Pension liability adjustment	482			1,454			(16,484		)
Foreign currency translation adjustment	(6,007		)	(8,546		)	(9,530		)
Other comprehensive (loss), net of tax	(5,525		)	(7,092		)	(26,014		)
Comprehensive income (loss)	$	35		$	(5,795	)	$	(16,184	)

See notes to consolidated financial statements.

F-30

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In Thousands)

											Accumulated other			Total
	Common		Paid in			Treasury			Retained		comprehensive			stockholders’
	stock		capital			stock			earnings		loss			equity (deficit)
Balance December 31, 2013	$	369	$	32,839		$	(298	)	$	69,145	$	(46,944	)	$	55,111
Net income	—		—			—			9,830		—			9,830
Foreign currency translation adjustment	—		—			—			—		(9,530		)	(9,530		)
Pension liability adjustment, net of tax	—		—			—			—		(16,484		)	(16,484		)
Stock option expense	—		60			—			—		—			60
Stock option exercise	1		(98		)	—			—		—			(97		)
Balance December 31, 2014	$	370	$	32,801		$	(298	)	$	78,975	$	(72,958	)	$	38,890
Net income	—		—			—			1,297		—			1,297
Foreign currency translation adjustment	—		—			—			—		(8,546		)	(8,546		)
Pension liability adjustment, net of tax	—		—			—			—		1,454			1,454
Stock option expense	—		60			—			—		—			60
Balance December 31, 2015	$	370	$	32,861		$	(298	)	$	80,272	$	(80,050	)	$	33,155
Net income	—		—			—			5,560		—			5,560
Foreign currency translation adjustment	—		—			—			—		(6,007		)	(6,007		)
Pension liability adjustment, net of tax	—		—			—			—		482			482
Stock option exercise	3		(389		)	—			—		—			(386		)
Balance December 31, 2016	$	373	$	32,472		$	(298	)	$	85,832	$	(85,575	)	$	32,804

See notes to consolidated financial statements.

F-31

VISKASE COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	Year			Year			Year
	Ended			Ended			Ended
	December			December			December
	31, 2016			31, 2015			31, 2014
Cash flows from operating activities:
Net income	$	5,560		$	1,297		$	9,830
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	19,051			18,843			20,101
Stock-based compensation	—			60			60
Amortization of intangibles	18			16			18
Amortization of deferred financing fees	639			589			534
Deferred income taxes	(1,279		)	3,078			466
Loss on disposition of assets	244			1,375			269
Bad debt and accounts receivable provision	10			475			403
Loss on early extinguishment of debt	—			—			15,739
Non-cash interest on notes	123			90			79
Changes in operating assets and liabilities:
Receivables	(3,191		)	1,164			1,459
Inventories	3,297			(2,207		)	(8,209		)
Other current assets	(4,131		)	1,968			2,270
Accounts payable	3,400			(1,297		)	(3,941		)
Accrued liabilities	4,752			2,788			(12,181		)
Accrued employee benefits	5,078			347			(4,556		)
Other assets	(4,086		)	(2,294		)	(6,242		)
Other	(1,109		)	(1,383		)	(1,309		)
Total adjustments	22,816			23,612			4,960
Net cash provided by operating activities	28,376			24,909			14,790
Cash flows from investing activities:
Capital expenditures	(18,091		)	(21,991		)	(23,091		)
Acquisition of businesses, net of cash acquired	(4,063		)	—			—
Proceeds from disposition of assets	51			40			2
Net cash used in investing activities	(22,103		)	(21,951		)	(23,089		)
Cash flows from financing activities:
Issuance of common stock	3			—			1
Deferred financing costs	(245		)	(120		)	(3,228		)
Proceeds from long-term debt	—			—			274,313
Repayment of short-term debt	(3,166		)	(3,310		)	(15,357		)
Repayment of long-term debt	—			—			(225,617		)
Repayment of capital lease	(170		)	(348		)	(375		)
Restricted cash	(699		)	—			(102		)
Net cash (used in) provided by financing activities	(4,277		)	(3,778		)	29,635
Effect of currency exchange rate changes on cash	(188		)	(1,169		)	(1,105		)
Net increase (decrease)in cash and equivalents	1,808			(1,989		)	20,231
Cash and equivalents at beginning of period	37,321			39,310			19,079
Cash and equivalents at end of period	$	39,129		$	37,321		$	39,310
Supplemental cash flow information:
Interest paid less capitalized interest	$	11,845		$	13,761		$	10,834
Income taxes paid	$	6,750		$	6,376		$	4,889
Non cash capital expenditures	$	1,760		—			—

See notes to consolidated financial statements.

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands)

1.     Summary of Significant Accounting Policy

Nature of Operations

Viskase Companies, Inc. together with its subsidiaries (“we” or the “Company”) is a producer of non-edible cellulosic, fibrous and plastic casings used to prepare and package processed meat products, and provides value-added support services relating to these products, for some of the largest global consumer products companies. We were incorporated in Delaware in 1970.  The Company operates ten manufacturing facilities, six distribution centers and three service centers in North America, Europe, South America, and Asia and, as a result, is able to sell its products in nearly one hundred countries throughout the world.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

Reclassifications have been made to the prior years’ financial statements to conform to the 2016 presentation.

Use of Estimates in the Preparation of Financial Statements

The financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and include the use of estimates and assumptions that affect a number of amounts included in the Company’s financial statements, including, among other things, pensions and other postretirement benefits and related disclosures, reserves for excess and obsolete inventory, allowance for doubtful accounts, and income taxes. Management bases its estimates on historical experience and other assumptions that we believe are reasonable. If actual amounts are ultimately different from previous estimates, the revisions are included in the Company’s results for the period in which the actual amounts become known. Historically, the aggregate differences, if any, between the Company’s estimates and actual amounts in any year have not had a significant effect on the Company’s consolidated financial statements.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers cash equivalents to consist of all highly liquid debt investments purchased with an initial maturity of approximately three months or less. Due to the short-term nature of these instruments, the carrying values approximate the fair market value. Cash equivalents include $158 and $163 of short-term investments at December 31, 2016 and December 31, 2015, respectively.  Of the cash held on deposit, essentially all of the cash balance was in excess of amounts insured by the Federal Deposit Insurance Corporation or other foreign provided bank insurance.  The Company performs periodic evaluations of these institutions for relative credit standing and has not experienced any losses as a result of its cash concentration.  Consequently, no significant concentrations of credit risk are considered to exist.

Receivables

Trade accounts receivable are classified as current assets and are reported net of allowance for doubtful accounts and a reserve for returns.  This estimated allowance is primarily based upon our evaluation of the financial condition of each customer, each customer’s ability to pay and historical write-offs.

F-33

Inventories

Inventories are valued at the lower of first-in, first-out (“FIFO”) cost or market.

Property, Plant and Equipment

The Company carries property, plant and equipment at cost less accumulated depreciation. Property and equipment additions include acquisition of property and equipment and costs incurred for computer software purchased for internal use including related external direct costs of materials and services and payroll costs for employees directly associated with the project. Upon retirement or other disposition, cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in results of operations. Depreciation is computed on the straight-line method using a half year convention over the estimated useful lives of the assets ranging from (i) building and improvements - 10 to 32 years, (ii) machinery and equipment - 4 to 12 years, (iii) furniture and fixtures - 3 to 12 years, (iv) auto and trucks - 2 to 5 years, (v) data processing — 3 to 7 years and (vi) leasehold improvements - shorter of lease or useful life.

In the ordinary course of business, we lease certain equipment, consisting mainly of autos, and certain real property. Real property consists of manufacturing, distribution and office facilities.

Deferred Financing Costs

Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying amount of debt liability and amortized as expense using the effective interest rate method over the expected term of the related debt agreement. Amortization of deferred financing costs is classified as interest expense.

Patents, Trademarks and Goodwill

Patents and trademarks are amortized on the straight-line method over an estimated average useful life of 10 years.

We evaluate the carrying value of goodwill annually and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. Goodwill impairment testing involves a two-step process. Step 1 compares the fair value of our reporting units to their carrying values. If the fair value of the reporting unit exceeds its carrying value, no further analysis is necessary. The reporting unit fair value is based upon consideration of various valuation methodologies, including guideline transaction multiples, multiples of current earnings, and projected future cash flows discounted at rates commensurate with the risk involved.  If the carrying amount of the reporting unit exceeds its fair value, Step 2 must be completed to quantify the amount of impairment. Step 2 calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit, from the fair value of the reporting unit as determined in Step 1. The implied fair value of goodwill determined in this step is compared to the carrying value of goodwill. If the implied fair value of goodwill is less than the carrying value of goodwill, an impairment loss, equal to the difference, is recognized.

Long-Lived Assets

The Company continues to evaluate the recoverability of long-lived assets including property, plant and equipment, trademarks and patents.  Impairments are recognized when the expected undiscounted future operating cash flows derived from long-lived assets are less than their carrying value. If impairment is identified, valuation techniques deemed appropriate under the particular circumstances will be used to determine the asset’s fair value. The loss will be measured based on the excess of carrying value over the determined fair value.  The review for impairment is performed whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable.

F-34

Shipping and Handling

The Company periodically bills customers for shipping charges.  These amounts are included in net revenue, with the associated costs included in cost of sales.

Pensions and Other Postretirement Benefits

The Company uses appropriate actuarial methods and assumptions in accounting for its defined benefit pension plans and non-pension postretirement benefits.

Actual results that differ from assumptions used are accumulated and amortized over future periods and, accordingly, generally affect recognized expense and the recorded obligation in future periods. Therefore, assumptions used to calculate benefit obligations as of the end of a fiscal year directly impact the expense to be recognized in future periods. The primary assumptions affecting the Company’s accounting for employee benefits as of December 31, 2016 are as follows:

·Long-term rate of return on plan assets: The required use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. Over time, however, the expected long-term rate of return on plan assets is designed to approximate actual earned long-term returns. The Company uses long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returns by reference to external sources to develop an assumption of the expected long-term rate of return on plan assets. The expected long-term rate of return is used to calculate net periodic pension cost. In determining its pension obligations, the Company is using a long-term rate of return on U.S. plan assets of 7.50% for 2016.  The Company is using a long-term rate of return on French plan assets of 3.20% for 2016.  The German pension plan has no assets.

·Discount rate: The discount rate is used to calculate future pension and postretirement obligations.  The Company is using a Mercer Bond yield curve in determining its pension obligations. The Company is using a discount rate of 4.47% for 2016.  The Company is using a weighted average discount rate of 1.45% on its non-U.S. pension plans for 2016.

Income Taxes

Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. In addition, the amounts of any future tax benefits are reduced by a valuation allowance to the extent such benefits are not expected to be realized on a more likely than not basis. Interest and penalties related to unrecognized tax benefits are included as a component of tax expense.

Other Comprehensive Income (Loss)

Comprehensive income (loss) includes all other non-stockholder changes in equity. Changes in other comprehensive income (loss) in 2016 and 2015 resulted from changes in foreign currency translation and minimum pension liability.

Revenue Recognition

Revenues are recognized at the time products are shipped to the customer, under F.O.B shipping point, customer pick up or F.O.B port terms, which is the point at which title is transferred, the customer has the assumed risk of loss, and when payment has been received or collection is reasonably assured.  Revenues are net of discounts, rebates and allowances.  Viskase records all labor, raw materials, in-bound freight, plant receiving and purchasing, warehousing, handling and distribution costs as a component of costs of sales.

F-35

Acquisitions of Businesses

We account for business combinations under the acquisition method of accounting (other than acquisitions of businesses under common control), which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.

Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies, and contingent consideration, where applicable. In valuing our acquisitions we estimate fair values based on industry data and trends and by reference to relevant market rates and transactions, and discounted cash flow valuation methods, among other factors. The discount rates used were commensurate with the inherent risks associated with each type of asset and the level and timing of cash flows appropriately reflect market participant assumptions. The primary items that generate goodwill include the value of the synergies between the acquired company and our existing businesses and the value of the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset.

Financial Instruments

The Company routinely enters into fixed price natural gas agreements which require us to purchase a portion of our natural gas each month at fixed prices.  These fixed price agreements qualify for the “normal purchases” scope exception under derivative and hedging standards, therefore the natural gas purchases under these contracts were expensed as incurred and included within cost of sales. As of December 31, 2016, future annual minimum purchases remaining under the agreement are $1,571.

The Company’s financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amounts of these financial assets and liabilities approximate fair value due to the short maturities of these instruments.

New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09), Revenue from Contracts with Customers, which supersedes most of the current revenue recognition requirements. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.

On July 9, 2015, the FASB board voted to defer the effective date to annual reporting periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 (early adoption is permitted no earlier than the original effective date). The guidance permits the use of either a retrospective or cumulative effect transition method. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company’s consolidated financial statements.  We will adopt these new standards on January 1, 2018 using the modified retrospective application method.

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” This update provides that an entity should measure inventory with the scope of the update at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company’s consolidated financial statements.

F-36

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which amends FASB ASU Subtopic 835-30, Interest - Imputation of Interest. The new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The standard is effective for interim and annual periods beginning after December 31, 2015 and is required to be applied on a retrospective basis. The Company’s adoption of this new guidance has resulted in a reclassification of debt issuance costs on our consolidated balance sheets of $1,996 and $2,390 at December 31, 2016 and December 31, 2015, respectively.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. This new standard provides guidance on how entities measure certain equity investments and present changes in the fair value. This standard requires that entities measure certain equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. ASU 2016-01 is effective for fiscal years beginning after December 31, 2017. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize a right of use asset and related lease liability for those leases classified as operating leases at the commencement date and have lease terms of more than 12 months. This topic retains the distinction between finance leases and operating leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, and must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarify the implementation guidance on principal versus agent considerations. The effective date to annual reporting periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019 (early adoption is permitted no earlier than the original effective date).  The Company is currently evaluating the provisions of this guidance and assessing its impact on the Company’s financial statements and disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting (Topic 718), which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The Company will be early adopt this ASU for fiscal years beginning after December 15, 2016 including interim periods. Management does not expect the adoption of this guidance to have a material impact on the financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which amends FASB ASC Topic 230, Statement of Cash Flows. This ASU seeks to reduce the diversity currently in practice by providing guidance on the presentation of eight specific cash flow issues in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We currently evaluating the impact of this guidance on our consolidated statement of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which amends FASB ASC Topic 740, Income Taxes. This ASU requires the recognition of income tax consequences of an intraentity transfer of an asset other than inventory when the transfer occurs. Current U.S. GAAP prohibits the recognition of current and deferred incomes taxes for an intra-entity asset transfer until the

F-37

asset has been sold to an outside party. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which amends FASB ASC Topic 230, Statement of Cash Flows. This ASU requires that the statement of cash flows explain the change during the period total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted.  We are currently evaluating the impact of this guidance on our consolidated financial position, results of operations, comprehensive income, cash flows and disclosures.

2.   Cash and cash equivalents

	December 31, 2016		December 31, 2015
Cash and cash equivalents	$	39,129	$	37,321
Restricted cash	2,063		1,364
	$	41,192	$	38,685

As of December 31, 2016 and December 31, 2015, cash held in foreign banks was $27,224 and $17,407, respectively.

As of December 31, 2016 and December 31, 2015, letters of credit in the amount of $2,063 and $1,364, respectively, were outstanding under facilities with a commercial bank, and were cash collateralized in a restricted account.

3.  Receivables, net

	December 31, 2016			December 31, 2015
Accounts receivable, gross	$	63,795		$	61,258
Less allowance for doubtful accounts	(553		)	(583		)
Less allowance for sales returns	(304		)	(423		)
	$	62,938		$	60,252

	December 31, 2016			December 31, 2015			December 31, 2014
Beginning balance	$	1,006		$	1,121		$	1,264
Provision (recoveries)	10			475			403
Write-offs	(152		)	(564		)	(524		)
Foreign translation	(7		)	(26		)	(22		)
Ending balance	$	857		$	1,006		$	1,121

F-38

4.   Inventory

	December 31, 2016		December 31, 2015
Raw materials	$	9,777	$	11,612
Work in process	34,249		31,496
Finished products	28,253		33,680
	$	72,279	$	76,788

5.   Property, Plant and Equipment, Net

	December 31, 2016		December 31, 2015
Land and improvements	$	1,954	$	1,888
Buildings and improvements	37,928		38,056
Machinery and equipment	261,121		246,751
Construction in progress	7,838		7,660
	$	308,841	$	294,355

Accumulated Depreciation

	December 31, 2016		December 31, 2015
Land and improvements	$	328	$	304
Buildings and improvements	12,551		10,877
Machinery and equipment	140,675		129,546
	$	153,554	$	140,727

F-39

6.   Other Assets

	December 31, 2016			December 31, 2015
Patents and Trademarks	$	4,865		$	4,782
Less: Accumulated amortization	(4,662		)	(4,644		)
Patents and trademarks, net	203			138
Other intangibles	1,236			1,236
Less: Accumulated amortization	(1,236		)	(1,236		)
Other intangibles, net	—			—
Other taxes receivable	11,145			8,347
Miscellaneous	318			375
	$	11,666		$	8,860

7.   Accrued Liabilities

Accrued liabilities were comprised of:

	December 31, 2016		December 31, 2015
Compensation and employee
benefits	$	14,153	$	12,471
Taxes payable	14,177		14,955
Accrued volume and sales rebates	1,305		1,778
Accrued interest payable	41		8
Restructuring reserve	3,210		1,713
Other	5,910		3,884
	$	38,796	$	34,809

8.   Debt Obligations

	December 31, 2016		December 31, 2015
Short-term debt:
Bank term loan	$	2,750	$	2,750
Europe unsecured loan	—		410
Total short-term debt	2,750		3,160
Long-term debt:
Bank term loan, net of discount	261,578		263,841
Other	327		307
Total long-term debt	261,905		264,148
Total debt	$	264,655	$	267,308

F-40

Revolving Credit Facility

On January 30, 2014, the Company entered into an Amendment Agreement to the $25,000 Revolving Credit Facility, together with an amended Loan Agreement, with Icahn Enterprises Holdings L.P.  Drawings under the amended Revolving Credit Facility bear interest at daily three month LIBOR plus 2.0%.  The amended Revolving Credit Facility also provides for an unused line fee of 0.375% per annum.

On March 1, 2016, the Company entered into the Tenth Amendment to the Loan and Security Agreement with Icahn Enterprises L.P., extending the maturity date of the Revolving Credit Facility from January 30, 2017 to January 30, 2020.  The amendment included a fee of $125 for the extension.

Indebtedness under the amended Revolving Credit Facility is secured by liens on substantially all of the Company’s domestic and Mexican assets, with liens on (i) accounts, inventory, lockboxes, deposit accounts and investment property (the “ABL Priority Collateral’) to be contractually senior to the liens securing the Term Loan (as hereafter defined) pursuant to an intercreditor agreement, (ii) real property, fixtures and improvements thereon, equipment and proceeds thereof (the “Fixed Asset Priority Collateral”), to be contractually subordinate to the liens securing the Term Loan pursuant to such intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Term Loan pursuant to such intercreditor agreement.  Our future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the amended Revolving Credit Agreement, and to provide security by liens on their assets as described above.

The amended Revolving Credit Facility contains various covenants which restrict the Company’s ability to, among other things, incur indebtedness, create liens on our assets, make investments, enter into merger, consolidation or acquisition transactions, dispose of assets (other than in the ordinary course of business), make certain restricted payments, enter into sale and leaseback transactions and transactions with affiliates, in each case subject to permitted exceptions. The amended Revolving Credit Facility also requires that we comply with certain financial covenants, including meeting a minimum EBITDA requirement and limitations on capital expenditures, in the event our usage of the Revolving Credit Facility exceeds 90% of the facility amount.  The Company is in compliance with the Revolving Credit Facility covenants as of December 31, 2016.

The amended Revolving Credit Facility had no borrowings as of December 31, 2016 and December 31, 2015.

In its foreign operations, the Company has unsecured lines of credit with various banks providing approximately $8,000 of availability.  There were no borrowings under the lines of credit at December 31, 2016.

Term Loan Facility

On January 30, 2014, the Company entered into a Credit Agreement with UBS AG, Stamford Branch (“UBS”), as Administrative Agent and Collateral Agent, and the Lenders parties thereto, providing for a $275,000 senior secured covenant lite term loan facility (“Term Loan”).  The Term Loan bears interest at a LIBOR Rate plus 3.25% (with the LIBOR Rate carrying a 1.00% floor or at a Base Rate equal to the sum of (1) the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, (c) one-month LIBOR plus 1.0%, or (d) 2.0%, plus (2) 2.25%).  As of December 31, 2016, the interest rate was 4.38% on the Term Loan.  The Term Loan has a 1% per annum amortization with a maturity date of January 30, 2021.  The Term Loan is subject to certain additional mandatory prepayments upon asset sales, incurrence of indebtedness not otherwise permitted, and based upon a percentage of excess cash flow.  Prepayments on the Term Loan may be made at any time, subject to a prepayment premium of 1% for certain prepayments during the first six months of the term.

Indebtedness under the Term Loan is secured by liens on substantially all of the Company’s domestic and Mexican assets, with liens on (i) the Fixed Asset Priority Collateral, to be contractually senior to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, (ii) the ABL Priority Collateral, to be contractually subordinate to the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement, and (iii) all other assets, to be contractually pari passu with the liens securing the Revolving Credit Facility pursuant to the intercreditor agreement.  Our future direct or indirect material domestic subsidiaries are required to guarantee the obligations under the Term Loan, and to provide security by liens on their assets as described above.

F-41

Debt Maturity

The aggregate maturities of debt (1) for each of the next five years are:

	2017		2018		2019		2020		2021		Thereafter
Term Loan Facility	$	2,750	$	2,750	$	2,750	$	2,750	$	255,750	$	—
Other	—		—		—		—		—		848
	$	2,750	$	2,750	$	2,750	$	2,750	$	255,750	$	848

(1)   The aggregate maturities of debt represent amounts to be paid at maturity and not the current carrying value of the debt.

(2)   The amounts are for the remainder of the calendar year.

9.   Capital Lease Obligations

The Company has entered into capital lease obligations to acquire certain equipment and building improvements for its manufacturing facilities.  The equipment leases have a term of 3 to 5 years and the building improvement lease has a term of 5 years.  The Company has determined that automobiles leased by the Company are capital leases with an average term of 4 years.  The depreciation of capital leases is included in depreciation expense.

The following is an analysis of leased property under capital leases by major classes as of December 31, 2016 and December 31, 2015.

	December 31,			December 31,
	2016			2015
Building and improvements	$	453		$	406
Machinery and equipment	2,169			2,273
Less: Accumulated depreciation	(2,454		)	(2,344		)
	$	168		$	335

The following is a schedule by years of minimum future lease payments as of December 31, 2016.

Year ending December 31,

2017	$	92
2018	55
2019	13
2020	7
2021	—
Thereafter	—
Total minimum payments required	167
Less amount representing interest	(16		)
Present value of net minimum lease payments	$	151

F-42

10.  Operating Leases

The Company has operating lease agreements for machinery, equipment and facilities. The majority of the facility leases require the Company to pay maintenance, insurance and real estate taxes.

Certain of these leases contain escalation clauses and renewal options.

Future minimum lease payments for operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2016, are:

2017	$	2,752
2018	3,045
2019	3,136
2020	3,248
2021	2,207
Total thereafter	10,778
Total minimum lease payments	$	25,166

Total rent expense during 2016, 2015 and 2014 amounted to $2,836, $3,313 and $3,525 respectively.

11.  Retirement Plans

The Company and its subsidiaries have defined contribution and defined benefit plans varying by country and subsidiary.

The Company’s operations in the United States, France, Germany and Canada historically offered defined benefit retirement plans (“Plan”) to their employees.  Most of these benefits have been terminated, resulting in various reductions in liabilities and curtailment gains.

Included in accumulated other comprehensive loss, net of tax of $17,714 for  U.S. and $1,287 non U.S. , as of December 31, 2016 are the following amounts not yet recognized in net periodic benefit cost:

	U.S. Pension Benefits			Non U.S. Pension Benefits
Net actuarial loss	$	(49,292	)	$	(2,451	)

Amounts included in other comprehensive loss expected to be recognized as a component of net periodic benefit cost for the year ending December 31, 2017 are:

	U.S. Pension Benefits			Non U.S. Pension Benefits
Net actuarial loss	$	(4,604	)	$	(162	)

F-43

The measurement date for all defined benefit plans is December 31.  The year end status of the plans is as follows:

	U.S. Pension Benefits						Non U.S. Pension Benefits
	2016			2015			2016			2015
Change in benefit obligation:
Projected benefit obligation at beginning of year	$	156,435		$	165,458		$	10,023		$	11,924
Service cost	—			—			394			429
Interest cost	7,092			6,894			194			218
Actuarial loss (gain)	3,918			(7,726		)	639			(244		)
Benefits paid	(13,458		)	(8,191		)	(612		)	(499		)
Liability (Gain)/Loss due to Curtailment	—			—			174			(572.00		)
Currency translation	—			—			(318		)	(1,233		)
Estimated benefit obligation at end of year	$	153,987		$	156,435		$	10,493		$	10,023
Change in plan assets:
Fair value of plan assets at beginning of year	$	113,321		$	122,126		$	3,973		$	4,949
Actual return on plan assets	7,309			(2,310		)	(135		)	(464		)
Employer contribution	275			1,696			—			—
Benefits paid	(13,458		)	(8,191		)	(1,434		)	—
Currency translation	—			—			(126		)	(512		)
Fair value of plan assets at end of year	$	107,447		$	113,321		$	2,278		$	3,973
Unfunded status of the plan	$	(46,540	)	$	(43,114	)	$	(8,215	)	$	(6,050	)

	U.S. Pension Benefits						Non U.S. Pension Benefits
	2016			2015			2016			2015
Amounts recognized in statement of financial position:
Current liabilities	$	(71	)	$	(76	)	$	(147	)	$	(150	)
Noncurrent liabilities	(46,469		)	(43,038		)	(8,068		)	(5,901		)
Net amount recognized	$	(46,540	)	$	(43,114	)	$	(8,215	)	$	(6,051	)

The funded status of these pension plans as a percentage of the projected benefit obligation was 67% in 2016 compared to 70% in 2015.

	U.S. Pension Benefits				Non U.S. Pension Benefits
	2016		2015		2016		2015
Projected benefit obligation	$	153,987	$	156,435	$	10,493	$	10,023

F-44

Components of net periodic benefit cost for the years ended December 31:

	U.S. Pension Benefits									Non U.S. Pension Benefits
	2016			2015			2014			2016			2015			2014
Component of net period benefit cost
Service cost	$	—		$	—		$	—		$	415		$	441		$	471
Interest cost	7,093			6,895			7,205			204			222			364
Expected return on plan assets	(8,144		)	(8,953		)	(9,055		)	(125		)	(141		)	(178		)
Amortization of prior service cost	—			—			—			—			—			—
Amortization of actuarial loss	4,369			4,083			863			171			176			100
	$	3,318		$	2,025		$	(987	)	$	665		$	698		$	757

Weighted average assumptions used to determine the benefit obligation and net periodic benefit cost as of December 31:

	U.S. Pension Benefits				Non U.S. Pension Benefits
	2016		2015		2016		2015
Discount rate	4.47	%	4.68	%	1.45	%	2.04	%
Expected return on plan assets	7.50	%	7.50	%	3.20	%	3.20	%
Rate of compensation increase	N/A		N/A		2.27	%	2.27	%

The Company evaluates its discount rate assumption annually as of December 31 for each of its retirement-related benefit plans.  The Company is using a Mercer bond model for determining its U.S. pension benefits.  The Company is using a weighted average discount rate of 1.45% on its non U.S. pension plans for 2016.

The Company’s expected return on plan assets is evaluated annually based upon a study which includes a review of anticipated future long-term performance of individual asset classes, and consideration of the appropriate asset allocation strategy to provide for the timing and amount of benefits included in the projected benefit obligation.  While the study gives appropriate consideration to recent fund performance and historical returns, the assumption is primarily a long-term prospective rate.

The Company’s overall investment strategy is to achieve growth through a mix of approximately 75% of investments for long-term growth and 25% for near-term benefit payments with a wide diversification of asset types, fund strategies, and fund managers.  The target allocations for plan assets are 65% equity securities, 5% hedge funds and 25% to fixed income investments. Equity securities primarily include investments in large-cap, mid-cap and small-cap companies primarily located in the United States and international developed markets. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-backed securities, and U.S. Treasuries. Other types of investments include investments in hedge funds that follow several different strategies.

In accordance with FASB guidance, Plan management uses the following methods and significant assumptions to estimate fair value of investments.

Mutual funds - Valued at the net asset value (“NAV”) of shares held by the Plan at year-end, which is obtained from an active market.

Collective trust funds - Value provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV’s unit price is quoted on a private market that is not active.

Hedge funds - Value provided by the administrator of the fund. The pricing for these funds is provided monthly by the fund to determine the quoted price.

The fair values of the Company’s pension plan asset allocation at December 31, 2016 and 2015, by asset category are as follows:

F-45

			Fair Value Measurement at December 31, 2016
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Money market	$	4,097	$	4,097	$	—	$	—
US Government and agency obligations	3,774		1,574		2,200		—
Exchange traded funds	23,389		23,389		—		—
Mutual funds	38,529		35,847		2,682		—
Common stocks	30,820		30,819		—		1
Total Assets in the fair value hierarchy	100,609		$	95,726	$	4,882	$	1
Investments measured at NAV (a)	9,116
Investments at fair value	$	109,725

			Fair Value Measurement at December 31, 2015
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Money market	$	4,861	$	4,861	$	—	$	—
US Government and agency obligations	3,696		2,115		1,581
Exchange traded funds	23,433		23,433		—		—
Mutual funds	35,549		35,456		93		—
Common stocks	28,849		28,849		—		—
Total Assets in the fair value hierarchy	96,388		$	94,714	$	1,674	$	—
Investments measured at NAV (a)	20,906
Investments at fair value	$	117,294

(a)Hedge funds are measured at fair value using the NAV per share practical expedient, and therefore have not been classified in the fair value hierarchy.

F-46

The following table provides a summary of the estimated benefit payments for the postretirement plans for the next five fiscal years individually and for the following five fiscal years in the aggregate.

	Total Estimated Benefit Payments
	U.S.		Non U.S
2017	$	9,100	$	615
2018	9,287		453
2019	9,522		249
2020	9,719		396
2021	9,854		519
Thereafter	50,467		2,168

The Company’s expected contribution for the 2017 fiscal year is $472 for the U.S. pension plan. There is no funding requirement for non U.S. pension plans.

Savings Plans

The Company also has defined contribution savings and similar plans for eligible employees, which vary by subsidiary. The Company’s aggregate contributions to these plans are based on eligible employee contributions and certain other factors. The Company expense for these plans was $1,263, $1,212 and $1,230 in 2016, 2015 and 2014, respectively.

International Plans

The Company maintains various pension and statutory separation pay plans for its European employees.  The expense, not including the French and German pension plan, in 2016, 2015, and 2014 was $475, $564 and $787, respectively. As of their most recent valuation dates, for those plans where vested benefits exceeded plan assets, the actuarially computed value of vested benefits exceeded those plans’ assets by approximately $5,353.

12.  Capital Stock, Treasury Stock and Paid in Capital

Authorized shares of preferred stock ($0.01 par value per share) and common stock ($0.01 par value per share) for the Company are 50,000,000 shares and 50,000,000 shares, respectively.

In 2004, the Company purchased 805,270 shares of its common stock from the underwriter for a purchase price of $298. The common stock has been accounted for as treasury stock.

F-47

13.  Income Taxes

Income tax provision (benefit) consisted of:

	2016			2015			2014
Current
Domestic	$	(51	)	$	240		$	52
Foreign	8,976			6,568			2,540
Total current	8,925			6,808			2,592
Deferred
Domestic	(75		)	4,782			2,429
Foreign	(1,204		)	(1,704		)	(1,963		)
Total deferred	(1,279		)	3,078			466
Total	$	7,646		$	9,886		$	3,058

The reconciliation of income tax provision (benefit) attributable to earnings differed from the amounts computed by applying the U.S. Federal statutory income tax rate to earnings by the following amounts:

F-48

(Loss) income before income taxes:

	2016			2015			2014
Domestic	$	(977	)	$	9,006		$	(1,338	)
Foreign	14,183			2,177			14,226
Total	$	13,206		$	11,183		$	12,888
Computed income tax provision	$	4,622		$	3,914		$	4,508
State and local taxes, net of federal tax	(109		)	440			55
Foreign taxes, net	342			940			(1,502		)
Valuation allowance	277			282			286
Uncertain tax positions - (benefit) expense	1,557			1,138			(2,328		)
Foreign exchange impact	(1,300		)	2,475			532
Permanent Differences, net	2,018			(449		)	547
Other, net	239			1,146			960
Total income tax expense	$	7,646		$	9,886		$	3,058
Computed income tax provision	35.0		%	35.0		%	35.0		%
State and local taxes, net of federal tax	-0.8		%	3.9		%	0.4		%
Foreign taxes, net	2.6		%	8.4		%	-11.7		%
Valuation allowance	2.1		%	2.5		%	2.2		%
Uncertain tax positions - expense (benefit)	11.8		%	10.2		%	-18.1		%
Foreign exchange impact	-9.8		%	22.1		%	4.1		%
Permanent Differences, net	15.3		%	-4.0		%	4.2		%
Other, net	1.8		%	10.2		%	7.4		%
Effective income tax rate	57.9		%	88.4		%	23.6		%
Statutory federal rate	35.0		%	35.0		%	35.0		%

Temporary differences and net operating loss carryforwards that give rise to a significant portion of deferred tax assets and liabilities for 2016 and 2015 are as follows:

F-49

	2016			2015
Deferred tax asset
Provisions not currently deductible	$	7,800		$	4,429
Inventory basis differences	4,336			4,196
Foreign exchange and other	58			123
Stock options	63			444
Pension and healthcare	18,209			16,963
Intangible asset	8			6
Net operating loss carryforwards	39,097			39,352
Valuation allowance	(595		)	(504		)
Total deferred tax asset	$	68,976		$	65,009
Deferred tax liability
Property, plant, and equipment	$	(16,481	)	$	(14,180	)
Foreign exchange and other	(1,435		)	(1,981		)
Total deferred tax liability	$	(17,916	)	$	(16,161	)
	$	51,060		$	48,848

The net deferred tax asset (liability) is classified in the balance sheet as follows:

	2016			2015
Non-current deferred tax assets	$	51,386		$	48,848
Non-current deferred tax liability	(326		)	—
Non-current deferred tax assets (liability), net	$	51,060		$	48,848

A valuation allowance is provided when it is more likely than not that some portion or all of the net deferred tax assets will not be realized.  Management believes that is more likely than not that its net deferred tax assets will be realized based on the weight of positive evidence and future income except with respect to the loss in Poland and a portion of the state loss in the U.S. The Company has a valuation allowance in Poland at December 31, 2016 and December 31, 2015 of $425 and $504, respectively.  The Company has gross U.S. federal net operating loss carryforwards at December 31, 2016 and December 31, 2015 of $91,477 and $92,632, respectively, with amounts beginning to expire in 2024. The Company has gross net operating loss carryforwards in Brazil at December 31, 2016 and December 31, 2015 of $12,917 and $13,601, respectively and has an unlimited carryforward period. The Company has gross net operating loss carryforwards in Poland at December 31, 2016 and December 31, 2015 of $2,236 and $2,080, respectively and has a five year carryforward period.The Company has gross net operating loss carryforwards in France at December 31, 2016 of $1,233 and has an unlimited carryforward period.

The Company joins in filing a United States consolidated Federal income tax return including all of its domestic subsidiaries.

Uncertainty in Income Taxes

The uncertain tax positions as of December 31, 2016 totaled $7,747. The following table summarizes the activity related to the unrecognized tax benefits.

F-50

(in thousands)	2016			2015
Unrecognized tax benefits as of January 1	$	6,969		$	5,890
Increases in positions taken in a prior period	5			—
Decreases in positions taken in a prior period	(547		)	(106		)
Increases in positions taken in a current period	1,325			2,682
Decreases in positions taken in a current period				—
Decreases due to settlements				(1,468		)
Decreases due to lapse of statute of limitations	(5		)	(29		)
Unrecognized tax benefits as of December 31	$	7,747		$	6,969

In 2016, the Company recognized an approximate net increase of $1,325 to increase the reserves for uncertain tax positions. The majority of the increase in the reserve is due to uncertain tax positions with the foreign subsidiaries.

Approximately $7,747 of the total gross unrecognized tax benefits represents the amount that, if recognized, would affect the effective income tax rate in future periods.  The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has substantially concluded all U.S. federal income tax matters for years through 2013.  Substantially all material state and local and foreign income tax matters have been concluded for years through 2011.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the years ended December 31, 2016 and 2015, the Company recorded adjustments for interest of $310 and $92, respectively, and for penalties of $122 and $(21), respectively related to these unrecognized tax benefits. In total, as of December 31, 2016 and 2015, the Company has recorded a liability of interest of $519 and $209, respectively, and $453 and $331, respectively, for potential penalties.

14. Contingencies

The Company from time to time is involved in various other legal proceedings, none of which are expected to have a material adverse effect upon results of operations, cash flows or financial condition.

15. Stock-Based Compensation (Dollars in Thousands, Except Per Share Amounts)

Stock-based compensation cost is measured at the grant date based on fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.  There was no non-cash compensation expense included in net income for the year ended December 31, 2016.  Included in net income is non-cash compensation expense of $60 for the years ended December 31, 2015 and December 31, 2014.

The fair values of the options granted during 2016, 2013 and 2007 were estimated on the date of grant using the binomial option pricing model. The assumptions used and the estimated fair values are as follows:

Estimate Fair Values

	2016	2013	2007
Expected term	10 years	10 years	10 years
Expected stock volatility	4.38%	17.33%	23.04%
Risk-free interest rate	2.45%	1.75%	4.39%
Expected forfeiture rate	0.00%	0.00%	14.00%
Fair value per option	$1.12	$0.51	$0.77

In December 2016, the Company granted non-qualified stock options to its current chief executive officer for the purchase of 600,000 shares of its common stock under an employment agreement. Options were granted at the

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fair market value at date of grant and will vest one third each on December 31, 2017, December 31, 2018 and December 31, 2019. The options for the chief executive officer expire on December 31, 2026.

In April 2013, the Company granted non-qualified stock options to its current chief administrative officer for the purchase of 325,000 shares of its common stock under an employment agreement. Options were granted at the fair market value at date of grant and are fully vested.  The options for the chief administrative officer expire on April 16, 2023 through an amendment to the option agreement in 2016.

In October 2007, the Company granted non-qualified stock options to its current chief executive officer for the purchase of 1,500,000 shares of its common stock under an employment agreement. Options were granted at the fair market value at date of grant, were fully vested, and were exercised during 2016 resulting in 339,558 shares issued in a partial cashless exercise.

The Company has no outstanding non-qualified stock options granted to other members of management.

The Company’s outstanding options were:

				Weighted Average	Weighted Average
	Shares Under	Weighted Average		Remaining	Grant-Date
	Option	Exercise Price		Contractual Life	Fair Value
Outstanding, December 31, 2014	1,835,000	$	1.71	58 months	$	0.65
Vested and exercisable at Dec. 31, 2014	1,726,668	$	2.23	43 months	$	0.66
Granted	—	$	—	—	$	—
Exercised	10,000	$	2.90	—	—
Forfeited	—	$	—	—	—
Outstanding, December 31, 2015	1,825,000	$	2.84	35 months	$	0.64
Vested and exercisable at Dec. 31, 2015	1,726,668	$	2.82	34 months	$	0.64
Granted	600,000	$	2.53	120 months	1.12
Exercised	1,500,000	$	1.70	—	—
Forfeited	—	$	—	—	—
Outstanding, December 31, 2016	925,000	$	4.45	104 months	$	0.91
Vested and exercisable at Dec. 31, 2016	325,000	$	8.00	76 months	$	0.51

Vested and exercisable options as of December 31, 2016 were 325,000 with a weighted average share price of $8.00.

16.Research and Development Costs

Research and development costs are expensed as incurred and totaled $4,418, $4,977 and $5,662 for 2016, 2015, and 2014, respectively.

17.Related-Party Transactions

As of December 31, 2016, Icahn Enterprises L.P. owned approximately 74.6% of our outstanding common stock.  There were 737,613 shares of common stock purchased during the period ended December 31, 2016.

Insight Portfolio Group LLC (“Insight Portfolio Group”) is an entity formed and controlled by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating with a wide range of suppliers of goods, services and tangible and intangible property at negotiated rates.

On January 1, 2013, Viskase acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group’s operating expenses, which is approximately $174 in 2016 and $193 in 2015.  A number of other entities with which Mr. Icahn has a relationship also acquired equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group’s operating expenses in 2016.

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During the periods ended December 31, 2016 and December 31, 2015, the Company purchased $41 and $45, respectively, in telecommunication services from XO Communications, Inc., an affiliate of Icahn Enterprises L.P.

Icahn Enterprises L.P. was the lender on the Company’s Revolving Credit Facility as of December 31, 2016. The Company paid Icahn Enterprises L.P. service, commitment fees, interest and amendment fees of $216 and $107 during each of the years ended December 31, 2016 and 2015.

18.   Business Segment Information and Geographic Area Information

The Company primarily manufactures and sells cellulosic food casings. The Company’s operations are primarily in North America, South America, Europe and Asia. Intercompany sales and charges (including royalties) have been reflected as appropriate in the following information. Certain items are maintained at the Company’s corporate headquarters and are not allocated geographically. They include most of the Company’s debt and related interest expense and income tax benefits.

Reporting Segment Information:

	2016			2015			2014
Net sales
North America	$	188,346		$	195,131		$	199,220
South America	49,302			46,403			52,879
Europe	114,027			118,484			142,944
Asia	35,827			33,399			30,199
Other and eliminations	(58,682		)	(49,834		)	(60,039		)
	$	328,820		$	343,583		$	365,203
Operating income
North America	$	10,748		$	23,361		$	28,386
South America	4,145			3,848			2,819
Europe	3,350			743			9,001
Asia	6,246			1,016			5,772
	$	24,489		$	28,968		$	45,978
Identifiable assets
North America	$	204,660		$	215,671		$	222,747
South America	65,786			54,481			55,256
Europe	111,481			101,385			113,189
Asia	41,511			42,403			37,785
	$	423,438		$	413,940		$	428,977

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	2016		2015		2014
Net Sales by market
Emerging	$	171,974	$	175,008	$	184,376
Mature	156,846		168,575		180,827
	$	328,820	$	343,583	$	365,203
Net Sales by country
United States	$	97,071	$	101,903	$	101,979
Brazil	28,458		24,514		29,572
Italy	23,577		26,365		31,161
Germany	9,864		10,418		12,860
France	11,727		12,812		14,834
Philippines	21,809		19,531		14,341
Poland	8,416		7,144		8,827
Other international	127,898		140,896		151,629
	$	328,820	$	343,583	$	365,203

19.Interest Expense, Net

Net interest expense consisted of:

	December 31, 2016			December 31, 2015			December 31, 2014
Interest expense	$	12,667		$	12,597		$	14,174
Less Capitalized interest	(124		)	(139		)	17
Interest expense, net	$	12,543		$	12,458		$	14,191

20.Changes in Accumulated Other Comprehensive Loss

	Accrued
	Employee			Translation
	Benefits			Adjustments			Total
Balance at December 31, 2015	$	(52,221	)	$	(27,829	)	$	(80,050	)
Other comprehensive income before reclassifications	(4,058		)	(6,007		)	(10,065		)
Reclassifications from accumulated other comprehensive loss to earnings	4,540			—			4,540
Balance at December 31, 2016	$	(51,739	)	$	(33,836	)	$	(85,575	)

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	Amounts Reclassified from Accumulated Other Comprehensive Loss		Affected Line Items in the Consolidation Statement of Operations and Comprehensive Loss
Accrued Employee Benefits
Amortization of net actuarial loss	$	4,540	Selling, general and administrative
	$	4,540

21.Restructuring Charges

During the first half of 2016, the Company recognized a restructuring expense of $1,858. The total costs  of $4,170 recognized over 2016 and 2015 relate to a Board-approved plan of restructuring of its French subsidiary operations to safeguard the Company’s competitive environment in the European market.    The Company will exit its French plastics, printing, and MP coating operations, along with a targeted downsizing of its production and overhead personnel.  The plan will involve the involuntary termination or relocation/reutilization of 38 employees (Corporate: 3 - Production: 30 - Support: 5) and the implementation of a social plan at an estimated expense of $2,980.  The restructuring expense also includes an asset impairment of $672 and other fees of $518.

The Company recognized a cost of $665 related to the relocation of its North American finishing operations.  The plan involved the involuntary termination of approximately 53 employees and will be completed in the second half of 2016.  The restructuring expense includes an asset impairment of $174.

The Company recognized a cost of $2,286 related to the voluntary employee reduction of its North American headquarters during December 2016.  The plan involved the voluntary termination of approximately 20 employees and will be completed throughout 2017.

The Company also incurred a restructuring expense of $360 relating to the elimination of a shift in its Brazilian operations.  The plan involved the involuntary termination of 42 employees and was completed in 2015.

The following table provides details of our restructuring provisions.

	December 31, 2016			December 31, 2015			December 31, 2014
Beginning balance	$	1,713		$	89		$	148
Provision	4,809			2,672			217
Payments/Impairments	(3,312		)	(1,048		)	(276		)
Ending balance	$	3,210		$	1,713		$	89

22.Acquisitions

Darmex Casing sp. z o.o.

On December 1, 2016, the Company, through its indirect subsidiary, Viskase Polska Sp. z o.o., completed the purchase of all of the shares of Darmex Casing Sp. z o.o.(“Darmex”) and certain assets of Supravis Group S.A., for a total of $4,196USD in cash, subject to certain adjustments.  The share purchase of Darmex included acquisition of substantially all of the assets, and assumption of substantially all of the liabilities, of Darmex.  The Company completed the purchase to further enhance its production capabilities and product offerings in plastic casings. The purchase was recorded using the purchase method of accounting. The allocation of the purchase price to the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition was based on estimated fair values supported by third-party valuations. The Company acquired goodwill as a result of expected synergies with

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increased presence in the plastics market.  The following summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.

	December 1, 2016
Cash	$	133
Accounts receivable	730
Inventories	427
Prepaid expenses	15
Property, plant and equipment	3,285
Other assets	83
Goodwill	329
Accounts payable	(280		)
Accrued liabilities	(190		)
Short term capital lease	(10		)
Deferred tax liability	(326		)
Total purchase price	$	4,196

Transaction costs related to the acquisition amounted to $357 and were recorded as an expense in the statement of operations.

23.Subsequent Events

Viskase evaluated its December 31, 2016 consolidated financial statements for subsequent events through March 31, 2017, the date the consolidated financial statements were available to be issued.

CT Casings Beteiligungs GmbH

On January 10, 2017, the Company, through its indirect subsidiary, Viskase GmbH, completed the purchase of all of the shares of CT Casings Beteiligungs GmbH (“Walsroder”), certain outstanding shareholder loans to Walsroder, and certain casing assets of Poly-clip System LLC, for a total of €35,300 or $37,370 paid cash and debt, subject to certain post-closing adjustments.  Due to the timing of the transaction, the evaluation of the acquisition is still in process.  The share purchase of Walsroder included acquisition of substantially all of the assets, and assumption of substantially all of the liabilities, of Walsroder.  The Company completed the purchase to further enhance its production capabilities and product offerings in plastic and fibrous casings.

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PART III - EXHIBITS

Index to Exhibits.

Exhibit No.	Description
2.1	Amended and Restated Certificate of Incorporation of Viskase Companies, Inc. (the “Company”), dated April 3, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4, as filed with the Securities and Exchange Commission on October 27, 2004)
2.2	Amended and Restated Bylaws of the Company dated August 10, 2017
4.1	Form of Subscription Rights Certificate*
6.1	Credit Agreement dated as of January 30, 2014 by and among the Company, UBS, AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto
6.2	Viskase Companies, Inc. 2005 Stock Option Plan (as amended as of September 7, 2010)
6.3	Stock Option Agreement dated as of December 30, 2016 by and between the Company and Thomas D. Davis
6.4	Stock Option Agreement dated as of April 16, 2013 by and between the Company and Michael D. Schenker
6.5	Amendment No. 1 to Stock Option Agreement dated as of January 1, 2016 by and between the Company and Michael D. Schenker
6.6	2017 Viskase Companies, Inc. Executive Incentive Plan
6.7	Viskase Long-Term Performance Plan
6.8	Form of Award Agreement under Viskase Companies, Inc. Long-Term Performance Plan
6.9	Amended and Restated Employment Agreement dated as of December 30, 2016 by and between the Company and Thomas D. Davis
6.10	Letter Agreement dated as of March 22, 2016 by and between the Company and Michael Schenker
6.11	Letter Agreement dated as of January 26, 2016 by and between the Company and Newton Martins
10.1	Power of Attorney (included on the signature page to this Form 1-A)
11.1	Consent of Grant Thornton LLP
12.1	Opinion of Jenner & Block LLP*
15.1	Form of Instructions as to Use of Viskase Companies, Inc. Subscription Rights Certificates*
15.2	Form of Notice of Guaranteed Delivery for Subscription Right*
15.3	Form of Letter to Stockholders who are Record Holders*
15.4	Form of Letter to Stockholders who are Beneficial Owners*
15.5	Form of Letter to Clients*

*      To be filed by amendment

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lombard, State of Illinois, on September 22, 2017.

Viskase Companies, Inc.
By:	/s/ Thomas D. Davis
	Name: Thomas D. Davis
	Title: Chairman of the Board, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas D. Davis and Mark Cole, and each of them, his or her true and lawful attorneys-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments to this offering statement and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

This offering statement has been signed by the following persons in the capacities and on the dates indicated below:

Name	Title	Date
	Chairman of the Board, President and Chief	September 22, 2017
/s/ Thomas D. Davis	Executive Officer (Principal Executive Officer)
Thomas D. Davis
/s/ Mark Cole	Vice President and Chief Financial Officer (Principal Financial Officer)	September 22, 2017
Mark Cole
/s/ Michael Blecic	Chief Accounting Officer and Treasurer (Principal Accounting Officer)	September 22, 2017
Michael Blecic
/s/ Denise Barton	Director	September 22, 2017
Denise Barton
/s/ Jonathan Frates	Director	September 22, 2017
Jonathan Frates
/s/ Michael Nevin	Director	September 22, 2017
Michael Nevin
/s/ Peter Reck	Director	September 22, 2017
Peter Reck
/s/ Peter K. Shea	Director	September 22, 2017
Peter K. Shea

EX1A-2B BYLAWS

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 places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.Place of Meetings.  Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual Meetings.  The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.  Written notice of the Annual Meeting of Stockholders stating the place, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.  Notice to stockholders may be given in writing or in the form of electronic transmission as permitted by this Section 2 of this Article II.  Notice may be delivered personally, may be delivered by mail, or, with the consent of the stockholder entitled to receive notice, may be delivered by facsimile telecommunication or any of the other means of electronic transmission specified in this Section 2 of this Article II.  Notice given by electronic transmission pursuant to this Section 2 of this Article II shall be deemed given: (1) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder.  An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the

Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 3.Stockholder Nominations of Directors.  Nominations of persons for election to the Board of Directors may be made at any meeting of stockholders either (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation who is a stockholder of record on the record date for the determination of stockholders entitled to vote at such meeting.

Section 4.Stockholder Proposals of Business.  Any business may be transacted at an annual meeting of stockholders either (a) as specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation who is a stockholder of record on the record date for the determination of stockholders entitled to vote at such annual meeting.

Section 5.Special Meetings.  Special Meetings of Stockholders may be called as provided for in the Amended and Restated Certificate of Incorporation.  Written notice of a Special Meeting of Stockholders, stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.  Notice to stockholders may be given in writing or in the form of electronic transmission as permitted by this Section 5 of this Article II.  Notice may be delivered personally, may be delivered by mail, or, with the consent of the stockholder entitled to receive notice, may be delivered by facsimile telecommunication or any of the other means of electronic transmission specified in this Section 5 of this Article II.  Notice given by electronic transmission pursuant to this Section 5 of this Article II shall be deemed given: (1) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder.  An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.  Business transacted at all Special Meetings of Stockholders shall be confined to the purposes stated in the notice.

Section 6.Quorum.  Except as otherwise provided by law or by the Amended and Restated Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.  If,

2

however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 7.Voting.  Unless otherwise required by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws, (i) any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat and (ii) each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder.  Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period.  Without limiting the manner in which a stockholder may authorize another person or persons to act for him or her as proxy, a stockholder may validly authorize another person or persons to act for him or her as proxy by: (a) executing a writing to that effect, which execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing the writing or causing his signature to be affixed to the writing by any reasonable means including, but not limited to, facsimile signature; or (b) transmitting or authorizing an electronic transmission setting forth an authorization to act as proxy to the person designated as the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent.  Proxies by electronic submission must either set forth or be submitted with information from which it can be determined that the electronic submission was authorized by the stockholder.  Any copy, facsimile telecommunication or other reliable reproduction of the writing or electronic transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or electronic transmission for any and all purposes for which the original writing or electronic transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.  The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8.List of Stockholders Entitled to Vote.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

3

Section 9.Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 8 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III
DIRECTORS

Section 1.Number and Qualification.  The authorized number of directors that shall constitute the entire Board of Directors shall be not less than three or more than fifteen directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office.

Section 2.Duties and Powers.  The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Amended and Restated Certificate of Incorporation or by these Amended and Restated Bylaws directed or required to be exercised or done by the stockholders.

Section 3.Meetings.  The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by resolution of the Board of Directors.  Advance notice of regular meetings need not be given; provided, that if the Board of Directors shall change the time or place of any regular meeting, notice of such changed time or place shall be given to each member of the Board of Directors at least 24 hours in advance, if such notice is sent to such director by facsimile, by email or by any other form of electronic transmission approved by such director (each, a “Specified Transmission”), or such notice is delivered to him or her by telephone or personally, or at least 48 hours in advance, if such notice is mailed to such director, addressed to him or her at his or her usual place of business or other designated address.  Special meetings of the Board of Directors may be called by the President or by a majority of the Board of Directors.  Notice of any special meeting of the Board of Directors stating the purpose, time and place of the meeting shall be given to each member of the Board of Directors at least 24 hours in advance, if such notice is sent to such director by Specified Transmission, or such notice is delivered to him or her by telephone or personally, or at least 48 hours in advance, if such notice is mailed to such director, addressed to him or her at his or her usual place of business or other designated address.  Notices need not be given to any director who attends a meeting of the Board of Directors without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any director who submits a signed waiver of notice (including by Specified Transmission), whether before or after such meeting.  In the event a director is unable to attend a meeting in person, the Board of Directors shall use all reasonable efforts to allow such director to attend such meeting by conference telephone or similar communications equipment.

Section 4.Quorum.  Except as may be otherwise specifically provided by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any

4

meeting at which there is a quorum shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 5.Actions of Board.  Unless otherwise provided by the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing or by Specified Transmission, and the writing or writings or Specified Transmissions are filed with the minutes or proceedings of the Board of Directors or committee.

Section 6.Regulations; Manner of Acting.  To the extent consistent with applicable law, the Amended and Restated Certificate of Incorporation and these Amended and Restated Bylaws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate.

Section 7.Meetings by Means of Conference Telephone.  Unless otherwise provided by the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

Section 8.Committees.  The Board of Directors may designate and establish one or more committees of the Board of Directors only by resolution passed by not less than 80% of the authorized number of directors constituting the Board of Directors, including authorized but vacant directorships (the “Whole Board”).  In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.  Such appointee must meet any criteria for directors set forth in these Amended and Restated Bylaws, in the resolutions of the Board of Directors designating any committee and in applicable law.  Except as set forth in these Amended and Restated Bylaws, any such committee, to the extent provided in the resolution of the Board of Directors passed by not less than 80% of the Whole Board and subject to any restrictions or limitations on the delegation of power and authority imposed by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.  Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 9.Reliance on Accounts and Reports, etc.  A director, or a member of any Committee designated by the Board of Directors shall, in the performance of his or her duties, be

5

fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 10.Compensation.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors and/or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1.General.  The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer.  The Board of Directors, in its discretion, may also choose one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers.  Any number of offices may be held by the same person, unless otherwise prohibited by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws.

Section 2.Election.  The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal.  Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.  The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3.Voting Securities Owned by the Corporation.  Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.President.  The President shall preside at all meetings of the stockholders and the Board of Directors at which he or she is present.  He or she shall be the Chief Executive

6

Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He or she shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Amended and Restated Bylaws, the Board of Directors or the President.  The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Amended and Restated Bylaws or by the Board of Directors.

Section 5.Vice Presidents.  At the request of the President or in his or her absence or in the event of his or her inability or refusal to act, the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.  If there be no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 6.Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and, where applicable, meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be.  If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and, where applicable, meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given.  The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.  The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 7.Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the President or the Board

7

of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 8.Assistant Secretaries.  Except as may be otherwise provided in these Amended and Restated Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 9.Assistant Treasurers.  Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.  If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 10.Other Officers.  Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors.  The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V
STOCK

Section 1.Form of Certificates.  Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation.

Section 2.Signatures.  Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate

8

shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 3.Lost Certificates.  The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.Transfers.  Stock of the Corporation shall be transferable in the manner prescribed by law and in these Amended and Restated Bylaws.  Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his or her attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

Section 5.Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 days nor less than ten days before the date of such meeting, nor more than 60 days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.Beneficial Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI
NOTICES

Section 1.Notices.  Whenever written notice is required by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws to be given to any director, member of a committee or stockholder, such notice (a) may be given by mail, addressed to such director, member of a committee or stockholder, at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be

9

given at the time when the same shall be deposited in the United States mail or (b) may be given by any other method authorized by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws.

Section 2.Waivers of Notice.  Whenever any notice is required by law, the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing or by Specified Transmission, signed or provided by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII
GENERAL PROVISIONS

Section 1.Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Amended and Restated Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2.Disbursements.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3.Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4.Corporate Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 5.Electronic Transmission.  “Electronic transmission”, as used in these Amended and Restated Bylaws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE VIII
INDEMNIFICATION

Section 1.Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation.  Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or

10

investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 2.Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.  Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3.Authorization of Indemnification.  Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.  Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.  To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

11

Section 4.Good Faith Defined.  For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him or her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise.  The term “another enterprise” as used in this Section 4 of this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent.  The provisions of this Section 4 of this Article VIII shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5.Indemnification by a Court.  Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 and Section 2 of this Article VIII.  The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standards of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.  Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.  Notice of any application for indemnification pursuant to this Section 5 of this Article VIII shall be given to the Corporation promptly upon the filing of such application.  If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.Expenses Payable in Advance.  Notwithstanding the provisions of Section 3, expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7.Nonexclusivity of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and

12

as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII or designated under Section 12 of this Article VIII shall be made to the fullest extent permitted by law.  The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, under Section 12 of this Article VIII or otherwise.

Section 8.Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify him or her against such liability under the provisions of this Article VIII.

Section 9.Certain Definitions.  For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.  For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10.Survival of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  Any repeal or modification of this Article VIII by the stockholders of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses existing pursuant to this Article VIII with respect to any acts or omissions occurring prior to such repeal or modification.

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Section 11.Limitation on Indemnification.  Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.

Section 12.Indemnification of Employees and Agents.  The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX
EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Amended and Restated Certificate of Incorporation or these Amended and Restated Bylaws (as any of the same may be amended from time to time), or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

ARTICLE X
AMENDMENTS

These Amended and Restated Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the Board of Directors only by a vote of at least 80% of the Whole Board.

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EX1A-6 MAT CTRCT.1

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 Loan Commitments	40
2.02	Term Loans	40
2.03	Borrowing Procedure	41
2.04	Evidence of Debt; Repayment of Term Loans	42
2.05	Fees	43
2.06	Interest on Term Loans	43
2.07	Termination of Commitments	44
2.08	Interest Elections	44
2.09	Amortization and Repayment of Term Loans	45
2.10	Optional and Mandatory Prepayments of Term Loans	45
2.11	Making or Maintaining Eurodollar Loans	50
2.12	Increased Costs; Capital Adequacy	51
2.13	Breakage Payments	52
2.14	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	53
2.15	Taxes	55
2.16	Mitigation Obligations; Replacement of Lenders	58
2.17	Defaulting Lenders	59
2.18	Increase in Commitments	60
2.19	Extended Term Loans	63
2.20	Refinancing Facilities	66
ARTICLE III. Representations and Warranties		68
3.01	Organization; Powers	69
3.02	Authorization; No Conflict	69
3.03	Enforceability	69
3.04	Governmental Approvals	69
3.05	Financial Statements	70
3.06	No Material Adverse Change	70
3.07	Title to Properties; Possession Under Leases	70
3.08	Subsidiaries	71
3.09	Litigation; Compliance with Laws	71
3.10	Agreements	71
3.11	Federal Reserve Regulations	72
3.12	Investment Company Act	72
3.13	Tax Returns	72
3.14	No Material Misstatements	72
3.15	Employee Benefit Plans	73
3.16	Environmental Matters	73

3.17	Insurance	74
3.18	Security Documents	74
3.19	Location of Real Property and Leased Premises	75
3.20	Compliance with FDA and USDA; Permits	76
3.21	Labor Matters	76
3.22	Anti-Terrorism Laws	76
3.23	Use of Proceeds	77
3.24	Solvency	77
3.25	No Burdensome Restrictions	77
3.26	Intellectual Property	77
3.27	No Default	78
3.28	Senior Indebtedness	78
ARTICLE IV. Conditions of Lending		78
4.01	Conditions to the Closing Date	78
4.02	All Credit Events	82
ARTICLE V. Affirmative Covenants		82
5.01	Existence; Compliance with Laws; Businesses and Properties	82
5.02	Insurance	83
5.03	Payment of Obligations and Taxes	84
5.04	Financial Statements, Reports, etc.	85
5.05	Litigation and Other Notices	87
5.06	Information Regarding Collateral	87
5.07	Maintaining Records; Access to Properties and Inspections; Annual Meetings	88
5.08	Use of Proceeds	88
5.09	Employee Benefits	88
5.10	Compliance with Environmental Laws	88
5.11	Environmental Reporting	89
5.12	Further Assurances	89
5.13	Maintenance of Ratings	92
5.14	Designation of Subsidiaries	92
5.15	Post-Closing Collateral Matters	92
ARTICLE VI. Negative Covenants		93
6.01	Indebtedness	93
6.02	Liens	96
6.03	Investments, Loans and Advances	99
6.04	Mergers, Consolidations and Acquisitions; Sales of Assets	100
6.05	Restricted Payments; Restrictive Agreements	103
6.06	Transactions with Affiliates	105
6.07	Business of the Borrower and the Restricted Subsidiaries	106
6.08	Other Indebtedness and Agreements	106

6.09	Fiscal Year	106
6.10	Sale and Leaseback Transaction	107
ARTICLE VII. Events of Default		107
7.01	Events of Default	107
7.02	Application of Proceeds	110
ARTICLE VIII. The Administrative Agent and the Collateral Agent		111
8.01	Appointment of Agents	111
8.02	Rights as a Lender	111
8.03	Exculpatory Provisions	111
8.04	Reliance by Agent	113
8.05	Delegation of Duties	113
8.06	Resignation of Agent	113
8.07	Non-Reliance on Agent and Other Lenders	114
8.08	Withholding Tax	115
8.09	No Other Duties, Etc.	115
8.10	Enforcement	115
8.11	Security Documents	117
ARTICLE IX. Miscellaneous		118
9.01	Notices	118
9.02	Survival of Agreement	122
9.03	Binding Effect	122
9.04	Successors and Assigns	122
9.05	Expenses; Indemnity	128
9.06	Right of Setoff	130
9.07	Applicable Law	130
9.08	Waivers; Amendment	130
9.09	Interest Rate Limitation	134
9.10	Entire Agreement; Survival of Agreement	134
9.11	WAIVER OF JURY TRIAL	135
9.12	Marshalling; Payments Set Aside	135
9.13	Severability	135
9.14	Independence of Covenants	135
9.15	Counterparts	135
9.16	Headings	136
9.17	Jurisdiction; Consent to Service of Process	136
9.18	Confidentiality	136
9.19	USA PATRIOT Act Notice	137
9.20	Disclosure	137
9.21	Obligations Absolute	138
9.22	INTERCREDITOR AGREEMENTS	138

SCHEDULES

Schedule 1.01(a) — Guarantors

Schedule 1.01(b) — Mortgaged Property

Schedule 1.01(c) — Unrestricted Subsidiaries

Schedule 2.01 — Lenders and Commitments

Schedule 3.04 — Government Approvals

Schedule 3.07 — Title to Properties

Schedule 3.08 — Subsidiaries

Schedule 3.09 — Litigation

Schedule 3.15 — ERISA Events

Schedule 3.16 — Environmental Matters

Schedule 3.17 — Insurance

Schedule 3.18 — Intellectual Property Matters

Schedule 3.18(a) — UCC Filing Offices

Schedule 3.18(c) — Mortgage Recording Offices

Schedule 3.19(a) — Owned Real Property

Schedule 3.19(b) — Leased Real Property

Schedule 4.01(k)(iii) — Local Counsel

Schedule 4.01(k)(iv) — Loan Documents

Schedule 5.15 — Post-Closing Matters

Schedule 6.01 — Indebtedness

Schedule 6.02 — Liens

Schedule 6.03 — Investments

Schedule 6.05 — Restrictive Agreements

Schedule 6.08(a) — Material Contracts

EXHIBITS

Exhibit A — Form of Administrative Questionnaire

Exhibit B — Form of Assignment and Assumption

Exhibit C — Form of Borrowing Request

Exhibit D — Form of Guarantee and Collateral Agreement

Exhibit E — Form of Mortgage

Exhibit F — Form of Note

Exhibit G — Form of Solvency Certificate

Exhibit H — Form of Intercompany Note

Exhibit I — Form of Interest Election Request

Exhibit J — Form of Second Lien Intercreditor Agreement

Exhibit K — Form of Pari Passu Intercreditor Agreement

Exhibit L — Form of ABL Intercreditor Agreement

Exhibit M — Form of Foreign Lender Certificate

Exhibit N — Form of Landlord Waiver and Consent

APPENDIX

Appendix A — Principal Office

CREDIT AGREEMENT

CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 30, 2014, among VISKASE COMPANIES, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, and together with its successors in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors in such capacity, the “Collateral Agent”) for the Lenders.

PRELIMINARY STATEMENT

WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.01 hereof;

WHEREAS, the Borrower has requested that the Lenders provide a senior secured term loan credit facility in an aggregate principal amount of $275,000,000 in order to (i) refinance certain existing indebtedness, including all of the Existing 2018 Notes, (ii) pay fees and expenses related to the Transactions and (iii) fund cash on the balance sheet and for other general corporate purposes of the Borrower and its Subsidiaries;

WHEREAS, the Lenders are willing to make available to the Borrower the Initial Term Loans upon the terms and subject to the conditions set forth herein; and

WHEREAS, each of the Guarantors has agreed to guaranty the obligations of the Borrower hereunder in accordance with the terms of the Guarantee and Collateral Agreement and each of the Borrower and each of the Guarantors has agreed, subject to the exceptions set forth herein and in the Security Documents, to secure its obligations to the Lenders hereunder with, inter alia, security interests in, and liens on, substantially all of its property and assets, whether real or personal, tangible or intangible, now existing or hereafter acquired or arising, all as more fully provided herein and in the Security Documents.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

ARTICLE I.
Definitions

1.01Defined Terms.  As used in this Agreement, the following terms shall have the meanings specified below:

“ABL Facility” shall mean (i) that certain loan and security agreement, dated as of November 14, 2007, as amended and restated on or prior to the date hereof and as may be further amended, amended and restated, modified or supplemented from time to time in accordance with the terms hereof and thereof (including by reference to the ABL Intercreditor Agreement), among the Borrower and Icahn Enterprises Holdings L.P. (as assignee of Arnos Corp.), as lender, and (ii) any other credit agreement, debt facility, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms

of any Indebtedness or other financial accommodation (including, without limitation, revolving credit loans, letters of credit, bankers’ acceptances, or other borrowings) that has been incurred to increase, extend (subject to the limitations set forth herein and in the ABL Intercreditor Agreement), replace or refinance in whole or in part the Indebtedness and other obligations outstanding under (x) the credit agreement referred to in clause (i) or (y) any subsequent credit agreement, unless such agreement or instrument expressly provides that it is not intended to be and is not an ABL Facility hereunder.  Any reference to the ABL Facility hereunder shall be deemed a reference to any ABL Facility then in existence.

“ABL Intercreditor Agreement” shall mean that certain Intercreditor Agreement substantially in the form of Exhibit L, dated as of the Closing Date, by and among the Administrative Agent, the Collateral Agent and Icahn Enterprises Holdings L.P. (as assignee of Arnos Corp.), as lender under the ABL Facility, as the same may be amended, supplemented or modified from time to time in accordance with the terms hereof and thereof.

“ABL Lender Priority Collateral” shall have the meaning assigned to such term in the ABL Intercreditor Agreement.

“ABL Loan Document” shall have the meaning assigned to the term “ABL Loan Documents” in the ABL Intercreditor Agreement.

“ABL Obligations” shall mean the “Obligations” as such term is defined in the ABL Facility or any equivalent term used to describe the obligations arising thereunder and in connection therewith.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acquisition Indebtedness” shall mean Indebtedness incurred by the Borrower or its Restricted Subsidiaries, the proceeds of which are intended to finance all or a portion of an acquisition of assets or a majority of the Voting Stock of any Person to be acquired subsequent to the incurrence of such Acquisition Indebtedness pursuant to binding contracts entered into on or prior to the incurrence of such Acquisition Indebtedness (any such acquisition, a “Prospective Acquisition”) so long as (a) the Net Cash Proceeds thereof  (the “Acquisition Indebtedness Net Proceeds”) are subject to escrow arrangements reasonably satisfactory to the Administrative Agent pursuant to which, among other things, (i) the providers of such Acquisition Indebtedness (or an agent or trustee on their behalf) (the “Acquisition Indebtedness Providers”) have “control” within the meaning of the UCC with respect to such Acquisition Net Proceeds and (ii) such Acquisition Indebtedness Providers agree that in the event the Prospective Acquisition is not consummated by a date certain, such Net Cash Proceeds shall be promptly applied to the repayment of such Acquisition Indebtedness, (b) the only collateral that may secure such Acquisition Indebtedness shall be the Net Cash Proceeds thereof subject to such escrow arrangements and (c) the Borrower shall have delivered an officer’s certificate of a Financial Officer to the Administrative Agent stating that (i) such Prospective Acquisition, when consummated, shall constitute a Permitted Acquisition and (ii) upon such consummation, the

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associated Acquisition Indebtedness must be permitted pursuant to Section 6.01 (without taking into consideration clause (s) thereof, it being acknowledged and agreed that upon consummation of any Prospective Acquisition any associated Acquisition Indebtedness shall thereafter cease to be Acquisition Indebtedness and, for purposes of determining compliance with Section 6.01, shall be deemed to have been incurred as of the date of such consummation of such Prospective Acquisition).

“Acquisition Indebtedness Providers” shall have the meaning assigned to such term in the definition of Acquisition Indebtedness.

“Acquisition Indebtedness Net Proceeds” shall have the meaning assigned to such term in the definition of Acquisition Indebtedness.

“Additional Guarantor” shall have the meaning assigned to such term in Section 5.12(b).

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, (a) an interest rate per annum determined by the Administrative Agent to be equal to the LIBO Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (b) 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period; provided that, with respect to Term Loans, the Adjusted LIBO Rate shall be deemed to be not less than 1.00% per annum.

“Administrative Agent” shall have the meaning given in the preamble to this Agreement.

“Administrative Questionnaire” shall mean an Administrative Questionnaire substantially in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, however, that (i) neither any Agent nor any Lender (nor any Affiliate thereof) shall be considered an Affiliate of Borrower or any Subsidiary (except for purposes of determining status as an Affiliated Lender hereunder) with respect to transactions relating to this Agreement or the other Loan Documents; and (ii) solely for purposes of determination of the Borrower’s or any Restricted Subsidiary’s compliance with Section 6.06 and Section 6.08(a), beneficial ownership of less than fifteen percent (15%) of the Voting Stock of a Person and the absence of the right, whether through the ownership of voting securities, by contract or otherwise, to elect, appoint, or designate fifteen percent (15%) or more of the then authorized number of directorships of such Person’s board of directors (or equivalent governing body), from time to time, shall be deemed to not constitute Control for purposes of determining whether one Person is an Affiliate of another Person.

“Affiliated Lender” shall mean a Lender that is any Person included in the definition of “Icahn Group” or an Affiliate of the Borrower (other than the Borrower, any Subsidiary of the Borrower or a natural person).

“Agent Parties” shall have the meaning given to such term in Section 9.01(c).

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“Agent’s Fee Letter” shall mean the Agency Fee Letter, dated as of January 9, 2014, between the Borrower and the Administrative Agent, as the same shall have been amended, modified and/or otherwise supplemented from time to time.

“Agents” shall mean the Administrative Agent and the Collateral Agent.

“Agreement” shall have the meaning given in the preamble to this Agreement.

“Alternate Base Rate” shall mean, for any day, a fluctuating rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the Adjusted LIBO Rate for a Eurodollar Borrowing that has an Interest Period of one month beginning on such day (or if such day is not a Business Day, on the immediately preceding Business Day) plus 100 basis points; provided that, with respect to Term Loans, the Alternate Base Rate shall be deemed to be not less than 2.00% per annum.  If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason on any day, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist.  Any change in the Alternate Base Rate due to a change in the Prime Rate, or the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective date of such change in the Prime Rate, or the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Applicable ECF Percentage” shall mean, for any Excess Cash Flow Period, (a) 50% if the First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow Period is greater than or equal to 3.00 to 1.00, (b) 25% if the First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow Period is less than 3.00 to 1.00 but greater than or equal to 2.50  to 1.00 and (c) 0% if the First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow Period is less than 2.50 to 1.00.

“Applicable Margin” shall mean, with respect to an ABR Loan, 2.25% per annum, and (c) with respect to a Eurodollar Loan, 3.25% per annum.

“Arranger” shall mean UBS Securities LLC, as sole lead arranger and sole bookrunner hereunder.

“Asset Sale” shall mean the sale, transfer, conveyance, assignment, lease or other disposition (by way of merger, casualty, condemnation or otherwise) by the Borrower or any Restricted Subsidiary to any Person other than the Borrower or any Restricted Subsidiary of (a) any Equity Interests held by the Borrower or any of the Restricted Subsidiaries (other than directors’ qualifying shares) or (b) any other assets of the Borrower or any of the Restricted Subsidiaries (other than (i) inventory in each case disposed of in the ordinary course of business, (ii) surplus, damaged, obsolete, scrap, idle or worn out assets, in each case disposed of in the ordinary course of business, (iii) the cross-licensing or nonexclusive licensing of Intellectual Property in the ordinary course of business, (iv) the sale or issuance of any Restricted Subsidiary’s equity to any Loan Party, (v) the sale or discount of overdue accounts receivables

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arising in the ordinary course of business (consistent with customary industry practice and not as part of any bulk sale or financing of receivables), (vi) the sale, transfer, conveyance, assignment, lease or other disposition of furniture, fixtures, equipment in the ordinary course of business), (vii) the leasing of Real Property in the ordinary course of business, (viii) Cash Equivalents or debt or equity securities of, or loans to (in each case, such securities or loans shall be any of the following: publicly traded loans or securities, syndicated loans, club loans, bank loans or other similar types of securities or loans, in each case initially invested in or by multiple non-Affiliated lenders or investors), Persons that are engaged in a Permitted Business (other than to the extent the Borrower or any Restricted Subsidiary has any management control of such Person) and (ix) any sale, transfer, conveyance, assignment, lease or other disposition or series of related sales, transfers, conveyances, assignments, leases or other related dispositions that have a purchase price not in excess of $1,000,000).

“Assignment and Assumption” shall mean an Assignment and Assumption entered into by a Lender and an assignee, and accepted by the Administrative Agent, substantially in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

“Available Amount” means a cumulative amount, equal to (a) the amount equal to: (i) $10,000,000 plus (ii) fifty percent (50%) of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income is a loss, minus 100% of such loss), measured from December 31, 2013 through the last day of the most recently ended fiscal quarter of the Borrower prior to the date such Investment or Restricted Payment is made (the “Applicable Measurement Period”), less (iii) the amount equal to the sum of: (X) Restricted Payments made during the Applicable Measurement Period which were made and permitted to be made under Section 6.05(a)(v), plus (Y) Investments made during the Applicable Measurement Period which were made and permitted to be made under Section 6.03(q) hereof, less (Z) returns, profits, distributions and similar amounts received on such Investments during the Applicable Measurement Period (in each case, up to the amount of the original Investment), plus (b) the proceeds of Equity Issuances of the Borrower (other than of Disqualified Capital Stock) during the Applicable Measurement Period, plus (c) the fair market value of capital contributions to the Borrower (other than of Disqualified Capital Stock) during the Applicable Measurement Period, plus (d) debt and Disqualified Capital Stock that have been, during the Applicable Measurement Period, exchanged or converted into Capital Stock (other than Disqualified Capital Stock), together with the fair market value of any property received, during the Applicable Measurement Period, upon such exchange or conversion, plus (e) the net proceeds of sales of Investments received during the Applicable Measurement Period, plus (f) Investments of the Borrower and its Restricted Subsidiaries in any Unrestricted Subsidiary that has been, during the Applicable Measurement Period, redesignated as a Restricted Subsidiary or that has been, during the Applicable Measurement Period, merged or consolidated into the Borrower or any of its Restricted Subsidiaries or the fair market value of the assets of any Unrestricted Subsidiary that have been, during the Applicable Measurement Period, transferred to the Borrower or any of its Restricted Subsidiaries.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

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“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America (or any successors).

“Borrower” shall have the meaning given in the preamble to this Agreement.

“Borrowing” shall mean Term Loans of the same Tranche and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Brazil Settlement” shall mean the payment made on or about May 29, 2013 by the Borrower and its Subsidiaries to the State of São Paulo, Brazil in the amount of approximately $23,000,000.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditures” shall mean, for any period, with respect to the Borrower or any Guarantor, the aggregate of all expenditures by the Borrower or any Guarantor for the acquisition or leasing of fixed or capital assets (including Capital Lease Obligations) that are or should be, or have been or should have been capitalized in accordance with GAAP and any expenditures by the Borrower or any Guarantor for maintenance, repairs, restoration or refurbishment of the condition or usefulness of property of such Person that are or should be, or have been or should have been, capitalized in accordance with GAAP.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Stock” shall mean (1) in the case of a corporation, corporate stock, (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” shall mean:

(a)U.S. dollars;

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(b)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(c)investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 by S&P or P-1 from Moody’s;

(d)investments in certificates of deposit, banker’s acceptances, securities backed by standby letters of credit, time deposits, deposit accounts, Eurodollar time deposits or overnight bank deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(e)fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (b) above and entered into with a financial institution satisfying the criteria of clause (d) above; and

(f)investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (d) above or in the form of cash equivalents (or foreign cash equivalents) or short term marketable debt securities.

“Cash Liquidity” means, at any date, the aggregate amount of Cash Equivalents of the Borrower that is not “restricted cash” (as determined in accordance with GAAP) on hand as of such date.

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of the Borrower or any of its Restricted Subsidiaries.  “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.14(d), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,

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regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, for the purposes of this Agreement, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean and be deemed to have occurred if (a) the Permitted Holders shall at any time not beneficially own, in the aggregate, directly or indirectly, at least 35% of the voting power of the outstanding Voting Stock of the Borrower or (b) any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than the Permitted Holders, shall at any time have acquired direct or indirect beneficial ownership of a percentage of the voting power of the outstanding Voting Stock of the Borrower that exceeds 35% thereof, unless, in the case of either clause (a) or (b) above, the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the Borrower; or (c) at any time, a “change of control” (or similar term) under any indenture, instrument or agreement pursuant to which any Material Indebtedness or Indebtedness under the ABL Facility of the Borrower is outstanding shall have occurred.

“Closing Date” shall mean the date on which the conditions precedent set forth in Sections 4.01 and 4.02 are satisfied in accordance therewith and this Agreement becomes effective, which date was January 30, 2014.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time (unless as indicated otherwise).

“Collateral” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties.

“Collateral Agent” shall have the meaning given in the preamble to this Agreement.

“Commitment” shall mean, with respect to any Lender, its Initial Term Loan Commitment, its Refinancing Term Loan Commitment, its Extended Term Loan Commitment or its Incremental Term Loan Commitment, as the context may require.

“Communications” shall have the meaning assigned to such term in Section 9.01(b).

“Competitors” shall mean, from time to time, any Person, together with its Affiliates, that is engaged in the production and sale of casings for the processed meat and poultry industry, other than any bona fide debt fund or any such Person or its Affiliates that is generally in the business of investing in debt securities or syndicated loans.

“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated as of January 2014.

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“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted (and not already added back) in determining such Consolidated Net Income, the sum of (i) Consolidated Net Interest Expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any non-cash charges (including, but not limited to, the write down or impairment of any assets, whether or not current assets), losses or expenses for such period, (v) losses or expenses related to force-majeure events to the extent such losses or expenses are covered by an effective insurance policy, (vi) non-cash stock-option based and other equity based compensation expenses, (vii) any pension expense in respect of defined benefit plans, (viii) severance expenses related to the termination of employees and other restructuring charges, and (ix) costs and expenses incurred in connection with the Transactions and any Permitted Acquisitions (whether or not consummated), and minus (b) without duplication (i) all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges for a prior period added to Consolidated Net Income for a prior Test Period and (ii) any non-cash gains for such period, all determined on a consolidated basis in accordance with GAAP; provided that Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted Acquisitions, Investments permitted under Section 6.03, acquisitions and Asset Sales permitted under Section 6.04(b) and other dispositions permitted under Section 6.04(b) consummated at any time on or after the first day of the applicable Test Period and prior to the date of determination as if each such Permitted Acquisition, or other Investment, acquisition, Asset Sale or disposition had been effected on the first day of such period and as if each such Asset Sale had been consummated on the day prior to the first day of such period.

“Consolidated Net Income” shall mean, for any period, the net income or loss of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by the Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Restricted Subsidiary (provided that, if any approval of any Governmental Authority is required for any such payment or distribution, this clause (a) shall not apply unless and until the applicable Governmental Authority has issued an order restricting such payment or distribution), (b) the income or loss of any Person accrued prior to the date it becomes a subsidiary or is merged into or consolidated with the Borrower or any Restricted Subsidiary or prior to the date that such Person’s assets are acquired by the Borrower or any Restricted Subsidiary, (c) the income of any Person in which any other Person (other than the Borrower or a wholly owned Restricted Subsidiary or any director holding qualifying shares in accordance with applicable law) has a joint interest to the extent such net income is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Person, directly or indirectly, to the Borrower or any Restricted Subsidiary and (d) any gains or losses attributable to sales of assets out of the ordinary course of business or any other non-recurring or extraordinary gains or losses, including, without limitation, any non-cash impairment charges.

“Consolidated Net Interest Expense” shall mean, for any period, (a) the sum of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations and

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Synthetic Lease Obligations or any dividends or other payments made in respect of any Equity Interest) of the Borrower and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (ii) any interest accrued during such period in respect of Indebtedness of the Borrower and the Restricted Subsidiaries that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP minus (b) the sum of (i) total interest income of the Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP plus (ii) non-cash charges related to the amortization or write-off of debt discount or debt issuance costs and commissions to the extent included in the interest expense for such period.  For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by the Borrower and the Restricted Subsidiary or any Restricted Subsidiaries with respect to interest rate Hedging Agreements.

Consolidated Net Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness (other than Indebtedness incurred for ordinary course working capital needs under ordinary course revolving or letter of credit facilities) incurred, assumed or permanently repaid or extinguished at any time on or after the first day of the Test Period and prior to the date of determination in connection with any Permitted Acquisitions and Asset Sales (other than any dispositions in the ordinary course of business) as if such incurrence, assumption, repayment or extinguishment had been effected on the first day of such period.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreements” shall mean (i) those certain Deposit Account Control Agreement, dated as of the date hereof, among the Borrower, the Collateral Agent and Bank of America, N.A. and (ii) any other deposit account control agreement or securities account control agreement with respect to any Deposit Account or Securities Account that has the effect of providing the Collateral Agent “control” within the meaning of the UCC with respect to such Deposit Account or Securities Account, as applicable.

“Credit Extension” shall mean the making of a Term Loan by a Lender.

“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Defaulting Lender” shall mean, subject to Section 2.17, any Lender that has (a) defaulted in its obligation to make a Loan required to be made or funded by it hereunder within two Business Days of the date such Loan was required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) notified the Administrative Agent or the Borrower in

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writing that it does not intend to satisfy any such obligation hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect controlling parent company that has (in each case, after the Closing Date), (i) become the subject of a proceeding under the Bankruptcy Code or any Federal, state or foreign bankruptcy, insolvency, receivership or similar law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17) upon delivery of written notice of such determination to the Borrower and each Lender.

“Deposit Account” shall have the meaning given to such term in the UCC.

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Latest Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities (other than Permitted Unsecured Debt) or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the first anniversary of the Latest Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Latest Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

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“Disqualified Institution” shall mean (i) those institutions (including those institutions identified as Competitors) set forth on the list provided by the Borrower to the Arranger, dated January 30, 2014, and posted to all Lenders, (ii) any other Person reasonably identified in writing by the Borrower to the Administrative Agent as a Competitor from time to time after the date hereof (other than upon and during the continuance of an Event of Default), and posted to all Lenders, and (iii) any Affiliate of any such Person to the extent that such Affiliate is at such time reasonably identifiable to be an Affiliate of such Person (it being agreed by each of the parties hereto that the Administrative Agent and the Arranger shall be under no duty to monitor or otherwise make any determinations with respect to the foregoing and neither the Administrative Agent nor the Arranger shall be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person (including the Loan Parties) in connection with any compliance or non-compliance with the foregoing).

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Restricted Subsidiary” shall mean a Domestic Subsidiary that is a Restricted Subsidiary.

“Domestic Subsidiaries” shall mean all Subsidiaries of the Borrower or the Guarantors that are incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Effective Yield” shall mean, as to any Term Loans of any Tranche, the effective yield on such Term Loans as determined by the Administrative Agent, taking into account the applicable interest rate margins (provided that, if the applicable interest rate in respect of such Term Loans includes a floor greater than the floor applicable to the Initial Term Loans, such increased amount shall be equated to an interest rate for purposes of determining the applicable interest rate under such Term Loans) and all fees, including upfront or similar fees or original issue discount (which fees or discount shall be equated to interest margins in a manner consistent with GAAP based on an assumed four-year life to maturity) payable generally to Lenders making such Term Loans, but excluding any arrangement, structuring, commitment, underwriting or other fees payable in connection therewith that are not generally shared with the relevant Lenders and customary consent fees paid generally to consenting Lenders.

“Eligible Assignee” shall mean any Person that is a Lender immediately prior to giving effect to an assignment or participation, any commercial bank, insurance company, or finance company, financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act), any Affiliate of any Lender, any Related Fund of any Lender or, to the extent permitted under Section 9.04(i), any Affiliated Lender provided that “Eligible Assignee” shall not include any natural person, any Disqualified Institution, nor, except as permitted under Section 9.04(i), the Borrower or any of its Affiliates.

“Engagement Letter” shall mean the Engagement Letter, dated as of January 9, 2014, among the Borrower and UBS Securities LLC, as the same shall have been amended, modified and/or otherwise supplemented from time to time.

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“Environmental Laws” shall mean all applicable current and future Federal, state and local laws (including common law), regulations, rules, ordinances, codes, and any legally binding decrees, judgments, directives and orders (including consent orders), in each case, relating to protection of the environment or natural resources, human health and safety as it relates to environmental protection, the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture, processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other written consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, and any option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.

“Equity Issuance” shall mean any issuance or sale by the Borrower or any Restricted Subsidiary of any Equity Interests of the Borrower or any such Restricted Subsidiary, as applicable, except in each case for (a) any such issuance or sale by a Restricted Subsidiary to the Borrower, any Loan Party or another Restricted Subsidiary, (b) any issuance of directors’ qualifying shares and (c) sales or issuances of Equity Interests of the Borrower to directors, management, consultants or any other employee of the Borrower or any Restricted Subsidiary under any employee stock option or stock purchase plan or employee benefit plan or similar plan in existence from time to time.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan, in each case as in effect on the date hereof (other than an event for which the 30-day notice period is waived), (b) the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived, (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or

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any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (e) a determination that any Plan is, or is expected to be, in “at-risk” status (within the meaning of Section 303 of ERISA or Section 430 of the Code), the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 436(f) of the Code, (g) the receipt by the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or (h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any of the Restricted Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Borrower or any such Restricted Subsidiary could otherwise be liable.

“Eurodollar Borrowing” shall mean a Borrowing comprised of Eurodollar Loans.

“Eurodollar Loan” shall mean a Borrowing comprised of any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“Event of Default” shall have the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” shall mean, for any period, an amount (if positive) equal to:

(a)the sum, without duplication, of the following (exclusive of any amounts attributable to Foreign Subsidiaries, including intercompany transactions therewith (other than amounts attributable to ordinary course sales of products by the Borrower to any Foreign Subsidiary))

(i)Consolidated Net Income for such period,

(ii)an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income and cash receipts to the extent excluded in arriving at such Consolidated Net Income,

(iii)an amount equal to the aggregate net non-cash loss on Asset Sales by Borrower and the Domestic Restricted Subsidiaries during such period (other than Asset Sales in the ordinary course of business or Asset Sales consisting of the sale, transfer, or other disposition of Equity Interests in Foreign Subsidiaries) to the extent deducted in arriving at such Consolidated Net Income;

minus (b) the sum, without duplication, of the following (exclusive of any amounts attributable to Foreign Subsidiaries, including intercompany transactions therewith (other than amounts attributable to ordinary course sales of products by the Borrower to any Foreign Subsidiary))

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(i)an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges to the extent excluded in arriving at such Consolidated Net Income,

(ii)the amount of Capital Expenditures or acquisitions of Intellectual Property permitted hereunder accrued or made in cash during such period by the Borrower and the Domestic Restricted Subsidiaries, except to the extent that such Capital Expenditures or acquisitions were financed with Indebtedness (other than Indebtedness incurred under any Commitments now or hereafter existing or the ABL Facility) after the Closing Date,

(iii)the aggregate amount of all principal payments of Funded Debt of the Borrower and the Domestic Restricted Subsidiaries (including (A) the principal component of payments in respect of Capital Lease Obligations and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.10(b) or (d) to the extent required due to an Asset Sale or Casualty Event that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (x) all other prepayments of Term Loans made during such period and (y) all prepayments under the ABL Facility except in the case of clause (y) to the extent there is an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent such payments were financed with Indebtedness (other than Indebtedness incurred under any Commitments now or hereafter existing) after the Closing Date,

(iv)an amount equal to the aggregate net non-cash gain on Asset Sales or realization, profits or return on Investments by the Borrower and the Domestic Restricted Subsidiaries during such period (other than Asset Sales in the ordinary course of business and Asset Sales consisting of the sale, transfer, or other disposition of Equity Interests in Foreign Subsidiaries) to the extent included in arriving at such Consolidated Net Income,

(v)the aggregate amount of cash consideration paid by the Borrower and the Domestic Restricted Subsidiaries (on a consolidated basis) in connection with Investments (including acquisitions) made during such period constituting Permitted Acquisitions and other Investments made pursuant to Sections 6.03 or 6.04, except to the extent that such Investments were financed with Indebtedness (other than Indebtedness incurred under any Commitments now or hereafter existing) after the Closing Date,

(vi)the aggregate amount of expenditures actually made by the Borrower and its Domestic Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and are not deducted in calculating Consolidated Net Income,

(vii)the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Domestic Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net Income,

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(viii)the amount of taxes (including penalties and interest) paid in cash in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period,

(ix)to the extent not deducted in arriving at Consolidated Net Income, the aggregate amount actually paid by the Borrower during such fiscal year on account of pension expense in respect of defined benefit plans, and

(x)without duplication of amounts deducted pursuant to this definition in calculating Excess Cash Flow in respect of a prior period, at the option of the Borrower so long as no Default or Event of Default has occurred and is then continuing, the aggregate consideration required to be paid in Cash by the Borrower and its Domestic Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Capital Expenditures or Investments (including acquisitions) made during or following such period constituting Permitted Acquisitions and other Investments permitted by Section 6.03 or 6.04 (other than Investments in (x) Cash and Cash Equivalents and (y) equity or Indebtedness of the Borrower or any of its Domestic Restricted Subsidiaries) to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period (except, in each case, to the extent financed with Indebtedness (other than Indebtedness incurred under any Commitments now or hereafter existing) after the Closing Date); provided that (A) to the extent the aggregate amount actually utilized to make such expenditures during such subsequent period of four consecutive Fiscal Quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period and (B) any such expenditures made in such subsequent period of four consecutive Fiscal Quarters shall not be subtracted from the calculation of Excess Cash Flow at the end of such subsequent period.

(c)plus decrease or minus increase (as the case may be) in the Working Capital of the Borrower during such fiscal year. For purposes of this definition, “Working Capital” means current assets minus current liabilities, in each case, for such fiscal year.

“Excess Cash Flow Period” shall mean (i) the period taken as one accounting period from the Closing Date and ending on December 31, 2014 and (ii) each fiscal year of Borrower thereafter.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income or net profits (or imposed in lieu of net income taxes) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or in any other jurisdiction in which the Administrative Agent or such Lender is engaged in business (other than any business arising solely from the Administrative Agent or Lender having executed, delivered, become a party to, performed its obligations or its rights under, received payments under, received or perfected a security interest under, engaged in any other transaction related to or enforced any Loan

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Document, or sold or assigned an interest in any Term Loan or Loan Document), (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16(b)), any U.S. federal withholding tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.15(a), (d) Taxes attributable to such Lender’s or Administrative Agent’s failure to comply with Sections 2.15(e), (f) or (h) and (e) any Taxes imposed under FATCA.

“Existing 2018 Notes” shall mean the Borrower’s outstanding 9.875% senior secured notes due 2018.

“Existing 2018 Notes Indenture” shall mean the indenture, dated as of December 21, 2009, among the Borrower and U.S. Bank National Association, entered into with respect to the Existing 2018 Notes and pursuant to which same were issued.

“Existing Extended Term Loan Tranche” shall have the meaning provided in Section 2.19(a).

“Existing Incremental Term Loan Tranche” shall have the meaning provided in Section 2.19(a).

“Existing Initial Term Loan Tranche” shall have the meaning provided in Section 2.19(a).

“Existing Refinancing Term Loan Tranche” shall have the meaning provided in Section 2.19(a).

“Existing Term Loan Tranche” shall mean, at any time, any Existing Initial Term Loan Tranche, Existing Extended Term Loan Tranche, Existing Incremental Term Loan Tranche or Existing Refinancing Term Loan Tranche.

“Extended Existing Term Loan Commitments” shall mean one or more commitments hereunder to convert Extended Term Loans under an Existing Extended Term Loan Tranche of a given Extension Series pursuant to an Extension Amendment.

“Extended Existing Term Loans” shall have the meaning provided in Section 2.19(a).

“Extended Incremental Term Loan Commitments” shall mean one or more commitments hereunder to convert Incremental Term Loans under an Existing Incremental Term Loan Tranche to Extended Incremental Term Loans of a given Extension Series pursuant to an Extension Amendment.

“Extended Incremental Term Loans” shall have the meaning provided in Section 2.19(a).

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“Extended Initial Term Loan Commitments” shall mean one or more commitments hereunder to convert Initial Term Loans under an Existing Initial Term Loan Tranche to Extended Initial Term Loans of a given Extension Series pursuant to an Extension Amendment.

“Extended Initial Term Loans” shall have the meaning provided in Section 2.19(a).

“Extended Refinancing Term Loans” shall have the meaning provided in Section 2.19(a).

“Extended Refinancing Term Loan Commitment” shall mean one or more commitments hereunder to convert Refinancing Term Loans under an Existing Refinancing Term Loan Tranche to Extended Refinancing Term Loans of a given Extension Series pursuant to an Extension Amendment.

“Extended Term Loan Commitments” shall mean, collectively, the Extended Initial Term Loan Commitments, the Extended Incremental Term Loan Commitments, the Extended Existing Term Loan Commitments or the Extended Refinancing Term Loan Commitments, as the context may require.

“Extended Term Loan Maturity Date” shall mean, with respect to any Tranche of Extended Term Loans, the final maturity date thereof specified in the applicable Extension Amendment.

“Extended Term Loans” shall mean, collectively, the Extended Existing Term Loans, Extended Initial Term Loans, the Extended Incremental Term Loans or the Extended Refinancing Term Loans, as the context may require.

“Extending Term Loan Lender” shall have the meaning provided in Section 2.19(c).

“Extension” shall mean any establishment of Extended Term Loan Commitments and Extended Term Loans pursuant to Section 2.19 and the applicable Extension Amendment.

“Extension Amendment” has the meaning provided in Section 2.19(d).

“Extension Election” has the meaning provided in Section 2.19(c).

“Extension Request” has the meaning provided in Section 2.19(a).

“Extension Series” has the meaning provided in Section 2.19(a).

“fair market value” shall mean a valuation as to the consideration that could be obtained on an open market with third party counterparties, as determined by the Borrower in good faith.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements implementing the foregoing (including any legislation, rules or practices adopted pursuant to such intergovernmental agreements).

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“FDA” shall have the meaning assigned to such term in Section 3.20(a)

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fees” shall mean, the amounts payable pursuant to, or referred to in, Section 2.05.

“Financial Officer” of any Person shall mean the chief financial officer, principal accounting officer, vice president of finance, treasurer or controller of such Person.

“First Lien Net Debt” shall mean, at any time, the amount equal to Total Net Debt secured by a Lien on the Collateral (or any portion thereof) (excluding (x) any such Total Net Debt that is expressly subordinated in right of payment to the Obligations pursuant to a written agreement reasonably acceptable to the Administrative Agent and (y) any such Total Net Debt that is secured by a Lien on the Collateral that is junior to the Liens securing the Obligations pursuant to a written agreement reasonably acceptable to the Administrative Agent).

“First Lien Net Leverage Ratio” shall mean, on any date, the ratio of First Lien Net Debt on such date to Consolidated EBITDA for the most recently ended Test Period.

“Fixed Asset Agent Priority Collateral” shall have the meaning assigned to such term in the ABL Intercreditor Agreement.

“Foreign Lender” shall mean any Lender that is not a “United States person” as defined under Section 7701(a)(30) of the Code.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia.

“Funded Debt” shall mean all Indebtedness of the Borrower and its Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of the Borrower or any Restricted Subsidiary, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all amounts of Funded Debt required to be paid or prepaid within one year from the date of its creation and, in the case of the Borrower and its Restricted Subsidiaries, Indebtedness in respect of the Term Loans.

“GAAP” shall mean, subject to the provisions set out in Section 1.02, United States generally accepted accounting principles applied on a consistent basis.

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“Governmental Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality, regulatory body, board or commission (including, without limitation, the FDA and the USDA).

“Guarantee” of or by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, assets, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation or (e) to otherwise assure or hold harmless the owner of such Indebtedness or other obligation against loss in respect thereof; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any obligation under a Guarantee of a guarantor shall be deemed to be the lower of (A) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (B) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such obligation shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit D, among the Borrower and the Guarantors party thereto and the Collateral Agent for the benefit of the Secured Parties.

“Guarantors” shall mean each Restricted Subsidiary listed on Schedule 1.01(a), the Additional Guarantors and each other Restricted Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement or otherwise provides a guarantee in respect of the Obligations.

“Hazardous Materials” shall mean (a) any petroleum products or byproducts and (b) any chemical, material, substance or waste defined or characterized as toxic, hazardous, a pollutant, or a contaminant or words of similar meaning that is prohibited, limited or regulated by or pursuant to any Environmental Law or requiring removal, remediation or reporting under any Environmental Law.

“Hedging Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

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“Icahn Group” shall mean, from time to time, (1) Carl Icahn and his siblings, his and their respective spouses and descendants (including stepchildren and adopted children) and the spouses of such descendants (including stepchildren and adopted children) (collectively, the “Family Group”); (2) any trust, estate, partnership, corporation, company, limited liability company or unincorporated association or organization (each an “Entity” and collectively “Entities”) Controlled by one or more members of the Family Group; (3) any Entity over which one or more members of the Family Group, directly or indirectly, have rights that, either legally or in practical effect, enable them to make or veto significant management decisions with respect to such Entity, whether pursuant to the constituent documents of such Entity, by contract, through representation on a board of directors or other governing body of such Entity, through a management position with such Entity or in any other manner (such rights hereinafter referred to as “Veto Power”); (4) the estate of any member of the Family Group; (5) any trust created (in whole or in part) by any one or more members of the Family Group; (6) any individual or Entity who receives an interest in any estate or trust listed in clauses (4) or (5), to the extent of such interest; (7) any trust or estate, substantially all the beneficiaries of which (other than charitable organizations or foundations) consist of one or more members of the Family Group; (8) any organization described in Section 501(c) of the Code, over which any one or more members of the Family Group and the trusts and estates listed in clauses (4), (5) and (7) have direct or indirect Veto Power, or to which they are substantial contributors (as such term is defined in Section 507 of the Code); (9) any organization described in Section 501(c) of the Code of which a member of the Family Group is an officer, director or trustee; or (10) any Entity, directly or indirectly (a) owned or Controlled by or (b) a majority of the economic interests in which are owned by, or are for or accrue to the benefit of, in either case, any Person or Persons identified in clauses (1) through (9) above.

For the purposes of this definition of Icahn Group, and for the avoidance of doubt, in addition to any other Person or Persons that may be considered to possess Control, (x) a partnership shall be considered Controlled by a general partner or managing general partner thereof, (y) a limited liability company shall be considered Controlled by a managing member of such limited liability company and (z) a trust or estate shall be considered Controlled by any trustee, executor, personal representative, administrator or any other Person or Persons having authority over the control, management or disposition of the income and assets therefrom.

“Immaterial Subsidiary” shall mean, at any date of determination, each Subsidiary of the Borrower that has been designated by the Borrower in writing to the Administrative Agent as an “Immaterial Subsidiary” for purposes of this Agreement (and not redesignated as a Material Subsidiary as provided below); provided that, (a) for purposes of this Agreement, at no time shall (i) the fair market value or the book value (whichever is greater) of the total assets of any Immaterial Subsidiary at the last day of the most recent Test Period be equal to or exceed $2,000,000 or (ii) the revenues of any Immaterial Subsidiary be equal to exceed $1,000,000 during the last twelve months preceding the Closing Date and, thereafter, during the twelve months preceding the Borrower’s most recent fiscal quarter and (b) the Borrower shall not designate any new Immaterial Subsidiary if such designation would not comply with the provisions set forth in clause (a) above; provided, further that, the Borrower may designate and re-designate a Subsidiary as an Immaterial Subsidiary at any time, subject to the terms set forth in this definition. As of the Closing Date, the Borrower hereby certifies that WSC Corp., a Delaware corporation and Viskase Films, Inc., a Delaware corporation each satisfy the

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requirements of this definition and are hereby designated by the Borrower as Immaterial Subsidiaries.

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.18(a).

“Increase Joinder” shall have the meaning assigned to such term in Section 2.18(c).

“Incremental Term Loan Borrowing Date” shall mean, with respect to each Tranche of Incremental Term Loans, each date on which Incremental Term Loans of such Tranche are incurred pursuant to Section 2.18, which date shall be the date such Incremental Term Loans are to be made.

“Incremental Term Loan Commitment” shall mean, for each Lender, any commitment to make Incremental Term Loans provided by such Lender pursuant to Section 2.18 on a given Incremental Term Loan Borrowing Date, in such amount as agreed to by such Lender in the Increase Joinder delivered pursuant to Section 2.18, as the same may be terminated pursuant to Section 2.07.

“Incremental Term Loan Maturity Date” shall mean, for any Tranche of Incremental Term Loans, the final maturity date set forth for such Tranche of Incremental Term Loans in the Increase Joinder relating thereto; provided that the initial final maturity date for all Incremental Term Loans of a given Tranche shall be the same date.

“Incremental Term Loans” shall have the meaning assigned to such term in Section 2.18(a).

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind (other than customer deposits in the ordinary course of business), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding trade accounts payable and accrued obligations due within one year from the date of incurrence), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all obligations of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed (notwithstanding that the rights and remedies of the seller or lender under such agreement in an event of default may be limited to repossession or sale of such property, in which case the lesser of the amount of such obligation and the fair market value of such property shall constitute “Indebtedness”), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations and Synthetic Lease Obligations of such Person, (i) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances, (j) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interest; (k) all obligations of such Person in respect of any

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exchange traded or over the counter derivative transaction, including, without limitation, any interest rate Hedging Agreement, whether entered into for hedging or speculative purposes; and (l) all obligations of such Person in respect of Disqualified Capital Stock.  The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner.  The Indebtedness of any person shall be deemed not to include such Person’s deferred tax obligations.  For purposes of calculating Indebtedness hereunder at any time, the amount of Indebtedness of the type referred to in clause (k) above of any Person shall be equal to the payment due thereunder (giving effect to any netting agreements), if any, by such Person if such Indebtedness were terminated on such date.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Initial Term Loan Commitment” shall mean with respect to each Lender, the commitment of such Lender to make Initial Term Loans hereunder as set forth on Schedule 2.01, or in any Assignment and Assumption pursuant to which such Lender assumed its Initial Term Loan Commitment, as applicable, as the same may be reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The aggregate amount of the Lenders’ Initial Term Loan Commitments for Initial Term Loans on the Closing Date is $275,000,000.

“Initial Term Loan Maturity Date” shall mean the seventh anniversary of the Closing Date, which date is January 30, 2021.

“Initial Term Loans” shall mean the Term Loans made on the Closing Date pursuant to Section 2.01(a).

“Intellectual Property” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Intercompany Note” shall mean a promissory note substantially in the form of Exhibit H.

“Intercreditor Agreements” shall mean the ABL Intercreditor Agreement, any Second Lien Intercreditor Agreement and any Pari Passu Intercreditor Agreement.

“Interest Election Request” shall mean a request by Borrower to convert or continue a Term Loan in accordance with Section 2.08(b), substantially in the form of Exhibit I.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December to occur during any period in which such Term Loan is outstanding and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to such Term Loan and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Term Loan.

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“Interest Period” shall mean, with respect to any Eurodollar Loan, the period commencing on the date of the Borrowing of such Term Loan and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if consented to by all applicable Lenders, twelve months) thereafter, as Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing; provided, further, however, that no Interest Period with respect to any portion of any Term Loan shall extend beyond the applicable Maturity Date.

“Investment” means any direct or indirect acquisition of, or investment by the Borrower or any Restricted Subsidiary in any other Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.  The amount of any Investment consisting of a Guarantee shall be deemed to be zero, unless and until demand for payment is made under such Guarantee.

“Investment Account” shall mean each of the Deposit Accounts and Securities Accounts that are required to be subject to a Control Agreement pursuant to the terms of the Guarantee and Collateral Agreement.

“IP Rights” shall have the meaning assigned to such term in Section 3.26.

“IP Security Agreement” shall mean that certain Intellectual Property Security Agreement, dated as of the date hereof, by and among the Borrower and the Administrative Agent.

“Latest Maturity Date” shall mean, at any time, the latest Maturity Date applicable to any Term Loan hereunder at such time, including the latest maturity date of any Incremental Term Loan, Refinancing Term Loan or Extended Term Loan, in each case as extended in accordance with this Agreement from time to time.

“Lenders” shall mean (a) the Persons listed on Schedule 2.01 (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Assumption), and (b) any Person that has become a party hereto pursuant to Sections 2.16(b), 2.18, 2.20 or an Assignment and Assumption.

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“LIBO Rate” shall mean, with respect to any Eurodollar Loan for any Interest Period (or for any ABR Borrowing as to which clause (c) of the definition of Alternate Base Rate is applicable), the rate per annum determined by the Administrative Agent at approximately 11:00 a.m., London time, on the date that is two (2) Business Days prior to the commencement of such Interest Period by reference to the rate for deposits in Dollars for a period equal to the applicable Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates (or, to the extent the British Bankers’ Association no longer displays such rates, the applicable successor body)); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.  Notwithstanding the foregoing, for purposes of clause (c) of the definition of Alternate Base Rate, the rates referred to above shall be the rates as of 11:00 a.m., London time, on the date of determination (rather than the second London Business Day preceding the date of determination).

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” shall mean this Agreement, the Security Documents, the Agent’s Fee Letter, the Notes, if any, executed and delivered pursuant to Section 2.04(c), the ABL Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Second Lien Intercreditor Agreement and any other document or certificate executed by the Borrower or any of its Subsidiaries for the benefit of any Agent, any Lender or any other Secured Party in connection with this Agreement or any other Loan Document.  For the avoidance of doubt, Hedging Agreements do not constitute Loan Documents.

“Loan Parties” shall mean the Borrower and the Guarantors.

“London Business Day” shall mean any day on which banks are generally open for dealings in dollar deposits in the London interbank market.

“Majority Lenders” shall mean, with respect to any Tranche, the Lenders which would constitute the Required Lenders under this Agreement if all outstanding Obligations of the other Tranches under this Agreement were repaid in full and all Commitments with respect thereto were terminated.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

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“Material Adverse Effect” shall mean (a) a material adverse effect on the business, assets, operations, condition (financial or otherwise) or operating results of the Borrower and the Restricted Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower or any other Loan Party to perform any of its material obligations under any Loan Document to which it is a party, (c) a material impairment of the validity or enforceability of any of the Loan Documents or the rights and remedies of or benefits available to the Secured Parties or the Agents under any Loan Document, or (d) a material adverse effect on the validity, perfection or priority of the Liens granted pursuant to any of the Loan Documents. For the avoidance of doubt, the Administrative Agent and Lenders acknowledge and agree that the Brazil Settlement has not resulted in a Material Adverse Effect.

“Material Indebtedness” shall mean any Indebtedness (other than the Term Loans), or obligations in respect of one or more Hedging Agreements, whenever incurred or arising, of any one or more of the Borrower or any Restricted Subsidiary in an aggregate principal amount exceeding $10,000,000; provided that the ABL Facility shall not constitute “Material Indebtedness.”  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“Material Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary.

“Maturity Date” shall mean (a) with respect to any Initial Term Loans that have not been extended pursuant to Section 2.19, the Initial Term Loan Maturity Date, (b) with respect to any Incremental Term Loans that have not been extended pursuant to Section 2.19, the Incremental Term Loan Maturity Date applicable thereto, (c) with respect to any Refinancing Loans that have not been extended pursuant to Section 2.19, a date prior to the Maturity Date applicable to the Term Loans being refinanced  and (d) with respect to any Tranche of Extended Term Loans or Extended Term Loan Commitments, the Extended Term Loan Maturity Date applicable thereto.

“MNPI” shall have the meaning assigned to such term in Section 9.01(d).

“Moody’s” shall mean Moody’s Investors Service, Inc., or any successor thereto.

“Mortgaged Properties” shall mean, as of the date hereof, the owned real properties and leasehold and subleasehold interests of the Loan Parties, together with all improvements thereon, specified on Schedule 1.01(b), to the extent to which such properties and interests are encumbered by a Mortgage, and thereafter, shall include each other parcel of real property and leasehold and subleasehold interest of the Loan Parties, together with all improvements thereto, with respect to which a mortgage is granted from time to time pursuant to the Guarantee and Collateral Agreement.

“Mortgages” shall mean, as of the date hereof, the mortgages, deeds of trust, leasehold mortgages, assignments of leases and rents, modifications and other security documents delivered pursuant to Section 4.01, with respect to the Mortgaged Properties (or as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time) and,

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thereafter, shall include all other mortgages, deeds of trust, leasehold mortgages, assignments of leases and rents, modifications and other security documents from time to time delivered pursuant to Section 5.12 or the Guarantee and Collateral Agreement, each substantially in the form of Exhibit E with such changes as shall be advisable under the law of the jurisdiction in which such Mortgage is to be recorded and as are reasonably satisfactory to the Administrative Agent.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale or any Casualty Event, the cash proceeds actually received by the Borrower or any of its Restricted Subsidiaries (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received and valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value at the time of such Asset Sale in the case of other non-cash proceeds), net of (i) selling expenses (including broker’s fees or commissions, accountants’ fees, investment banking fees, consulting fees, reasonable and documented legal fees and any other customary reasonable and documented fees and out-of-pocket expenses actually incurred in connection therewith, transfer and similar taxes), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities, for any taxes, or under any indemnification obligation or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money, Capital Lease Obligations or Synthetic Lease Obligations which are secured by the assets sold in such Asset Sale sold and which are required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such assets) and (iv) any amounts received by the Borrower or any of its Restricted Subsidiaries which would not at the applicable time of determination be permitted to be distributed to its immediate parent, the Borrower or the Administrative Agent by operation of the terms of such receiving party’s charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such receiving party, and (b) with respect to any issuance or incurrence of Indebtedness for borrowed money or any Equity Issuance, the cash proceeds thereof actually received by the Borrower or such Restricted Subsidiary, net of all attorneys’ fees, consulting fees, investment banking fees, taxes and other customary fees, underwriting discounts, commissions, costs and other expenses incurred in connection therewith.

“Note” shall have the meaning assigned to such term in Section 2.04(c).

“Obligations” shall mean the Term Loans and all other amounts and obligations owing by any Loan Party to the Administrative Agent, any Lender, or any Indemnitee, of every type and description (whether by reason of an extension of credit, loan, guaranty, indemnification or otherwise), present or future, arising under this Agreement or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all cash management and other fees, principal, interest (including interest which, but for the filing of

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a petition in bankruptcy with respect to any Loan Party would have accrued on any Obligation, whether or not a claim is allowed against any Loan Party for such interest in the related bankruptcy proceeding), charges, expenses, attorneys’ fees and disbursements and other sums chargeable to any Loan Party under this Agreement or any other Loan Document.

“OFAC” shall have the meaning assigned to such term in Section 3.22(a).

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies and all liabilities with respect thereto arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.16(b)).

“Pari Passu Collateral” shall have the meaning assigned to such term in the ABL Intercreditor Agreement.

“Pari Passu Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit K hereto or such other form as is reasonably acceptable to the Administrative Agent.

“Participant” shall have the meaning assigned to such term in Section 9.04(d).

“Participant Register” shall have the meaning assigned to such term in Section 9.04(d).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor thereto.

“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit B to the Guarantee and Collateral Agreement and delivered in accordance with Section 4.01(k)(i).

“Permit” shall have the meaning assigned to such term in Section 3.20(b).

“Permitted Acquisition” means an acquisition of assets or a majority of the Voting Stock of any Person where (i) the acquired Person is in a Permitted Business and, to the extent required pursuant to Section 5.12, will become a Guarantor or the assets so acquired are to be acquired by the Borrower or a Restricted Subsidiary and are to be used in a Permitted Business, (ii) no Default or Event of Default then exists or would result therefrom, (iii) in the event such acquisition is consummated by a merger, the Borrower or any Restricted Subsidiary (including any new Restricted Subsidiary) is the surviving entity, (iv) a description of the acquisition shall have been delivered to the Administrative Agent prior to the consummation of the acquisition (and the Administrative Agent shall deliver a copy to any Lender who requests a copy); (v) the Borrower shall have delivered to the Administrative Agent copies of the most recent financial statements (audited, if then available) of the acquired assets or Person, together with any other information that Administrative Agent may reasonably request (and the Administrative Agent shall deliver a copy to any Lender who requests a copy); (vi) such transactions shall be consummated in all material respects in accordance with applicable Requirements of Law; (vii)

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all actions required to be taken, if any, with respect to such acquired Person or assets under Section 5.12 shall have been taken; and (viii) at least five Business Days prior to the proposed date of consummation of the transaction, the Borrower shall have delivered to the Agents and the Lenders a certificate from a Financial Officer certifying that such transaction will, upon consummation, comply with this definition.

“Permitted Business” shall mean the business currently conducted by the Borrower and its Subsidiaries, businesses substantially similar to the business currently conducted by the Borrower and its Subsidiaries, or any business or activity that is related, ancillary or complementary thereto or an extension, development or expansion thereof.

“Permitted Holders” shall mean the Icahn Group and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members from time to time.

“Permitted Second Lien Debt” shall mean (a) Indebtedness issued or incurred by the Borrower or any Guarantor secured by the Collateral (or any portion thereof) on a junior priority basis to the Liens securing the Obligations and (b) Indebtedness issued or incurred by the Borrower, any Guarantor or any Foreign Subsidiary (i) secured by foreign property or assets that do not also secure the Obligations and (ii) not secured by any of the Collateral on a basis senior to or pari passu with the Liens securing the Obligations, and, in each case (if any Collateral secures such Indebtedness), the holders of which (or their representative) shall be party to the Second Lien Intercreditor Agreement with the Administrative Agent (and the Lenders direct and authorize the Agents to enter into any such Intercreditor Agreement on their behalf), in each case (other than with respect to any such Indebtedness of Foreign Subsidiaries permitted solely pursuant to clause (b)(i) above), (A) the terms of which (1) do not provide for any amortization, scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six months after the Latest Maturity Date, other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default and (B) provide for covenants and events of default customary for Indebtedness of a similar nature as such Permitted Second Lien Debt but in any event the terms and conditions thereof, excluding pricing, fees, rate floors and premiums are, taken as a whole, no more restrictive in any material respect than the terms set forth in this Agreement and (ii) in respect of which no Subsidiary of the Borrower that is not an obligor under the Loan Documents is an obligor (other than, with respect to clause (b) above, Foreign Subsidiaries); provided that immediately prior to and after giving effect to any incurrence of Permitted Second Lien Debt and the application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

“Permitted Pari Passu Debt” shall mean any Indebtedness issued or incurred by the Borrower or any Guarantor secured by the Collateral on a pari passu basis to the Liens securing the Obligations and is not secured by any property or assets of Borrower or any Restricted Subsidiary other than the Collateral and the holders of which (or their representative) and Administrative Agent are party to the applicable Intercreditor Agreements (and the Lenders direct and authorize the Agents to enter into any such Intercreditor Agreement on their behalf), (i) the terms of which (1) do not provide for a scheduled maturity date prior to the Latest Maturity Date, (2) excluding pricing, fees, rate floors and premiums are, taken as a whole, no

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more restrictive in any material respect than the terms set forth in this Agreement and (3) other than in the case of a revolving credit facility, does not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of any outstanding Term Loans (without giving effect to any prepayments of originally scheduled amortization of such outstanding Term Loans) and (ii) except as expressly provided in Section 6.01(p), in respect of which no Subsidiary of the Borrower that is not an obligor or guarantor under the Loan Documents is an obligor or guarantor; provided that immediately prior to and after giving effect to any incurrence of Permitted Pari Passu Debt and the application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

“Permitted Unsecured Debt” shall mean (a) unsecured subordinated Indebtedness issued or incurred by the Borrower, any Guarantor or any Foreign Subsidiary and (b) unsecured senior Indebtedness issued by the Borrower, any Guarantor or any Foreign Subsidiary, in each case (other than with respect to any such Indebtedness of Foreign Subsidiaries), (i) the terms of which (A) do not provide for any amortization, scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is six months after the Latest Maturity Date, other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default, (B) provide for covenants and events of default customary for Indebtedness of a similar nature as such Permitted Unsecured Debt but in any event the terms and conditions thereof, excluding pricing, fees, rate floors and premiums are, taken as a whole, no more restrictive in any material respect than the terms set forth in this Agreement and (C) in the case of subordinated Indebtedness, provide for subordination of payments in respect of such Indebtedness to the Obligations and guarantees thereof under the Loan Documents customary for subordinated high yield securities or on terms reasonably acceptable to the Administrative Agent and (ii) in respect of which no Subsidiary of the Borrower that is not an obligor or guarantor under the Loan Documents is an obligor or guarantor (other than Foreign Subsidiaries); provided that immediately prior to and after giving effect to any incurrence of Permitted Unsecured Debt and the application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing or would result therefrom.  Notwithstanding the foregoing, Disqualified Capital Stock shall not constitute Permitted Unsecured Debt.

“Permitted Tax Distributions” shall mean any dividend, payment or distribution to the Borrower, any Subsidiary or the parent of a consolidated, combined or unitary group of which the Borrower is a member for income tax purposes to pay Taxes due and payable solely in respect of income of the Borrower or any Subsidiary; provided that, for each taxable period, the amount of such payments made by the Borrower and its Subsidiaries to a parent of a group of which the Borrower is a member in respect of such taxable period in the aggregate shall not exceed the amount that the Borrower and its Subsidiaries that are members of such group would have been required to pay as a stand-alone consolidated, combined or similar income tax group; provided, further, that the Permitted Tax Distributions hereunder with respect to any Taxes that are attributable to the activities or income of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar income Taxes.

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“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform” shall have the meaning assigned to such term in Section 9.01(c).

“Prepayment Date” shall have the meaning assigned to such term in Section 2.10(j).

“Prime Rate” shall mean the rate of interest equal to the corporate base rate of interest established by the Administrative Agent at its principal office in New York City as its “prime rate,” with the understanding that the “prime rate” is one of the Administrative Agent’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for certain loans.  Each change in the Prime Rate shall be effective on the date such change is effect.

“Principal Office” shall mean the Administrative Agent’s “Principal Office” as set forth on Appendix A, or such other office as the Administrative Agent may from time to time designate in writing to the Borrower and each applicable Lender.

“Private Side Communications” shall have the meaning assigned to such term in Section 9.01(d).

“Private Siders” shall have the meaning assigned to such term in Section 9.01(d).

“Pro Forma Basis” shall mean, for purposes of calculating compliance with any test or covenant hereunder with respect to any relevant transaction or series of related transactions, immediately after giving effect to such transaction or series of related transactions on a pro forma basis as if occurring during the relevant period or thereafter and on or prior to the date of determination with such transaction(s), and all other subject applicable transactions (including debt incurrences, acquisitions of substantially all of the assets of, or any business line, unit or division of, any Person or any facility, or of a majority of the outstanding Capital Stock of any Person, dispositions of all or substantially all of the assets or stock of a subsidiary (or any business unit, line of business or division of the Borrower or any Restricted Subsidiary and the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary) occurring during the relevant period or thereafter and on or prior to the date of determination shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant, and with supporting detail provided by the Borrower to the Administrative Agent as to any pro forma adjustments; provided, that the foregoing pro forma adjustments may only be applied to the calculation of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries to the extent such adjustments are consistent with the definition of Consolidated EBITDA and such supporting detail demonstrates such pro forma adjustments are factually supportable and expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X of the Securities

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Act of 1933, as interpreted by the Securities and Exchange Commission, and with respect to any additional pro forma expense and cost reductions or synergies, as set forth in a certificate of a Financial Officer itemizing any additional pro forma expense and cost reductions or synergies, net of the cost of implementation of any related measures (such net amount to be calculated independently of severance and other restructuring charges that are added back in the definition of Consolidated EBITDA), calculated in good faith, each of which such items must have been realized or be reasonably anticipated to be realizable within 12 months of the initial closing of such transaction or series of transactions; provided further, that any increase in Consolidated EBITDA of the Borrower and its Restricted Subsidiaries as a result of such pro forma expense and costs reductions or synergies, net of the cost of implementation of any related measures (and other than as a result of an actual reduction in expenses and/or costs or an actual increase in revenues) (such net amount to be calculated independently of severance and other restructuring charges that are added back in the definition of Consolidated EBITDA) shall not exceed 15% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period (giving pro forma effect to all such relevant transactions occurring during such period).

“Pro Rata Share” shall mean:

(i)with respect to all payments, computations and other matters relating to the  Commitment of any Lender (if applicable, with respect to a specific Tranche), the percentage obtained by dividing (a) the  Commitment of that Lender (if applicable, with respect to a specific Tranche) by (b) the aggregate  Commitments of all Lenders (if applicable, with respect to a specific Tranche); and

(ii)with respect to all payments, computations and other matters relating to the Term Loan of any Lender (if applicable, with respect to a specific Tranche), the percentage obtained by dividing (a) the outstanding principal amount of the Term Loans of that Lender (if applicable, with respect to a specific Tranche) by (b) the aggregate outstanding principal amount of the Term Loans of all Lenders (if applicable, with respect to a specific Tranche).

For all other purposes with respect to each Lender, “Pro Rata Share” shall mean the percentage obtained by dividing (A) an amount equal to the Term Exposure of that Lender, by (B) an amount equal to the sum of the Term Exposure of all Lenders.

“Prospective Acquisition” shall have the meaning assigned to such term in the definition of Acquisition Indebtedness.

“Public Siders” shall have the meaning assigned to such term in Section 9.01(d).

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Real Property” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

“Refinancing” shall mean the repayment of all of the outstanding indebtedness (and termination of all commitments) under the Existing 2018 Notes as provided in Section 4.01(a).

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“Refinancing Effective Date” shall have the meaning specified in Section 2.20(a).

“Refinancing Debt Holder” shall have the meaning provided in Section 2.20(b).

“Refinancing Debt” shall have the meaning provided in Section 2.20(a).

“Refinancing Debt Agreement” shall mean any loan agreement or indenture entered into with respect to the Refinancing Debt and pursuant to which same shall be made or issued.

“Refinancing Term Loan Amendment” shall have the meaning specified in Section 2.20(c).

“Refinancing Term Loan Commitments” shall mean one or more commitments hereunder to convert Initial Term Loans, Incremental Term Loans, Extended Term Loans or other Refinancing Term Loans or Refinancing Debt under an Existing Initial Term Loan Tranche, Existing Incremental Term Loan Tranche, Existing Extended Term Loan Tranche or Existing Refinancing Term Loan Tranche or existing series of Refinancing Debt into (x) a new Tranche of Refinancing Term Loans or (y) Refinancing Term Loans under an existing Tranche of Refinancing Term Loans.

“Refinancing Term Loan Lender” shall have the meaning specified in Section 2.20(b).

“Refinancing Term Loan Series” shall have the meaning specified in Section 2.20(b).

“Refinancing Term Loans” shall have the meaning specified in Section 2.20(a).

“Register” shall have the meaning assigned to such term in Section 9.04(c).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” shall mean, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

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“Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Repricing Transaction” shall mean the repayment, refinancing, replacement or conversion of all or a portion of the Initial Term Loans with proceeds from the incurrence by any Loan Party of any new or replacement tranche of debt financing having an Effective Yield that is less than the Effective Yield of the Initial Term Loans, including without limitation, as may be effected through any amendment to this Agreement that directly or indirectly reduces the Effective Yield of the Initial Term Loans.

“Required Lenders” shall mean, subject to Section 9.04(i) at any time, Lenders having Term Exposure representing more than 50% of the sum of all outstanding principal of Term Loans of Lenders (as originally in effect or pursuant to Section 2.18) at such time; provided that the Term Exposure of any Defaulting Lender shall be disregarded in the determination of the Required Lenders.

“Requirements of Law” shall mean, collectively, any and all applicable requirements of any Governmental Authority having jurisdiction over the applicable Person or property, including any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes or case law.

“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Restricted Subsidiary.

“Restricted Subsidiaries” shall mean (i) each Subsidiary of the Borrower that is not an Unrestricted Subsidiary on the Closing Date and (ii) any other Subsidiary acquired or formed by the Borrower or any of its Restricted Subsidiaries, directly or indirectly, that is not an Unrestricted Subsidiary.

“S&P” shall mean Standard & Poor’s Ratings Service, or any successor thereto.

“Sanctioned Country” shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time.

“Sanctioned Person” shall mean (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii)

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an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Second Lien Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit J hereto or such other form as is reasonably acceptable to the Administrative Agent.

“Secured Obligations” shall mean (a) the Obligations, (b) the due and punctual payment and performance of all obligations of Borrower and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party at the time such Hedging Agreement was entered into and (c) the due and punctual payment and performance of all obligations of Borrower and the other Loan Parties (including overdrafts and related liabilities) under each Treasury Services Agreement entered into with any counterparty that is a Secured Party at the time such Treasury Services Agreement was entered into.

“Secured Parties” shall mean from time to time the Lenders, the Administrative Agent, the Collateral Agent, any other holder of any Secured Obligations (including each co-agent, sub-agent and attorney-in-fact appointed by the Agents from time to time), including each counterparty to a Hedging Agreement or Treasury Services Agreement if at the date of entering into such Hedging Agreement or Treasury Services Agreement such Person was an Agent or a Lender or an Affiliate of an Agent or a Lender and such Person executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such Person (i) appoints the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Sections 2.14, 8.03, 9.05 and 9.17 and of the Intercreditor Agreements as if it were a Lender and shall also include, without limitation, all former Agents, Lenders, counterparties to Hedging Agreements and Treasury Management Agreements (including each co-agent, sub-agent and attorney-in-fact appointed by the Agents from time to time) to the extent that any Secured Obligations owing to such Persons were incurred while such Persons were an Agent, Lender, or counterparty and such Secured Obligations have not been paid in full.

“Securities Account” shall have the meaning given to such term in the UCC.

“Security Documents” shall mean the Guarantee and Collateral Agreement, the IP Security Agreement, the Control Agreements, the Intercompany Note, the Mortgages and each of the other security agreements, mortgages and other instruments and documents, or supplements thereto, executed and delivered pursuant to any of the foregoing or pursuant to Section 4.01(f), Section 5.12 or Section 5.15 as may be applicable.

“Solvent” shall mean, with respect to any Person on any date of determination, considered on a consolidated basis with other applicable Persons, that on such date, (a) the fair value of the properties of such Person will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of such Person will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) such Person does not intend to, or believe that it will, incur debts and

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liabilities, beyond its ability to pay them, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (d) such Person will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted or is proposed to be conducted and (e) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount of contingent liabilities at any time will be computed as the amount that, in light of all facts and circumstances existing at such time, represents the amount that can be reasonably expected to become an actual or matured liability, without duplication.

“Statutory Reserves” shall mean, for any Interest Period with respect to any Eurodollar Loan (or for any ABR Loan as to which clause (c) of the definition of Alternate Base Rate is applicable), the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period (or during a one-month period for any ABR Loan as to which clause (c) of the definition of Alternate Base Rate is applicable) under Regulation D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D).  Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under Regulation D.

“Subordinated Indebtedness” shall mean Indebtedness of the Borrower or any Guarantor, that is by its terms subordinated in right of payment to the obligations of the Borrower or such Guarantor, as applicable, under this Agreement or the Guarantee and Collateral Agreement, as applicable.

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, Controlled or held.

“Subsidiary” shall mean any subsidiary of the Borrower.

“Synthetic Lease” shall mean, as to any Person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“Synthetic Lease Obligations” shall mean, as to any Person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such Person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

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“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholding), assessments, fees and all liabilities with respect thereto imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Exposure” shall mean, with respect to any Lender, as of any date of determination, the sum of (a) the outstanding principal amount of the Term Loans of such Lender plus (b) such Lender’s Commitment (exclusive of any portion thereof that has been terminated by funding or otherwise).

“Term Loan Facility” shall mean the  Commitments and the Term Loans made thereunder.

“Term Loan Repayment Date” shall mean, with respect to any Term Loan of any Tranche of Term Loan, the last Business Day of each March, June, September and December commencing on March 31, 2014, until the applicable Maturity Date for such Tranche, and on the Maturity Date for such Tranche.

“Term Loans” shall mean the Initial Term Loans, each Incremental Term Loan contemplated by Section 2.18, each Refinancing Term Loan and each Extended Term Loan of a given Extension Series.

“Test Period” at any time shall mean the period of four consecutive fiscal quarters then last ended for which financial statements are required to be (or, if earlier, have been) delivered pursuant to Section 5.04(a) or (b).

“Total Assets” shall mean, as of any date, the total assets of the Borrower and its Restricted Subsidiaries as of the most recent fiscal quarter end for which financial statements have been delivered pursuant to Section 5.04(a) or (b), minus total goodwill and other intangible assets of the Borrower and its Restricted Subsidiaries reflected on such financial statements, all calculated on a consolidated basis in accordance with GAAP.

“Total Debt” shall mean, at any time, the Indebtedness of the Borrower and the Restricted Subsidiaries at such time, on a consolidated basis (excluding accrued interest on Indebtedness, Indebtedness of the type described in clause (i) of the definition of such term and Indebtedness permitted by Section 6.01(c), (e) (except to the extent of termination, unwind or similar payments owed upon the termination of the respective Hedging Agreements) or (f)).

“Total Net Debt” shall mean, at any time, the amount equal to (a) Total Debt, minus (b) the lesser of Unrestricted Cash and $50,000,000.

“Total Net Leverage Ratio” shall mean, on any date, the ratio of Total Net Debt on such date to Consolidated EBITDA for the most recently ended Test Period.

“Tranche” shall mean the respective facilities and commitments utilized in making Initial Term Loans or Incremental Term Loans made pursuant to one or more tranches designated pursuant to the respective Increase Joinder in accordance with the relevant requirements specified in Section 2.18 (collectively, the “Initial Tranches” and, each, an “Initial Tranche”),

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and after giving effect to any Extension pursuant to Section 2.19, shall include any group of Extended Term Loans pursuant to Extended Term Loan Commitments, extended, directly or indirectly, from the same Initial Tranche (or extended or refinanced Initial Tranche) and having the same Maturity Date, interest rate and fees and after giving effect to any Refinancing Term Loan Amendment pursuant to Section 2.20, shall include any group of Refinancing Term Loans refinancing, directly or indirectly, the same Initial Tranche (or extended or refinanced Initial Tranche) having the same Maturity Date, interest rate and fees; provided that only in the circumstances contemplated by Section 2.20(b), Refinancing Term Loans may be made part of a then existing Tranche of Term Loans; provided further that only in the circumstances contemplated by Section 2.18(c), Incremental Term Loans may be made part of a then existing Tranche of Term Loans.

“Transactions” shall mean, collectively, the transactions contemplated by this Agreement to occur on or substantially concurrently with the Closing Date, including, without limitation, the Borrowing of Initial Term Loans by the Borrower, the making of Guarantees of the Obligations by the Guarantors (if any as of the Closing Date), the granting of the Collateral by the Loan Parties, the repayment of the Existing 2018 Notes and the payment of fees and expenses connection therewith.

“Treasury Services Agreement” shall mean any agreement relating to treasury, depositary and cash management services or automated clearinghouse transfer of funds.

“Type,” when used in reference to any Term Loan, or any Borrowing, refers to whether the rate of interest on such Term Loan, or on the Term Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction.

“Unrestricted Cash” shall mean the aggregate amount of unrestricted cash and Cash Equivalents of the Loan Parties (in each case free and clear of all Liens other than Liens securing the Secured Obligations and Indebtedness permitted to be incurred pursuant to Sections 6.01(n) and 6.01(p)) on deposit in accounts subject to Control Agreements.

“Unrestricted Subsidiary” shall mean any Subsidiary of the Borrower listed on Schedule 1.01(c), any Subsidiary of the Borrower designated as an “Unrestricted Subsidiary” pursuant to and in compliance with Section 5.14 and any Subsidiary of an Unrestricted Subsidiary, in each case unless subsequently designated as a Restricted Subsidiary pursuant to and in compliance with Section 5.14.

“USA PATRIOT Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“USDA” shall have the meaning assigned to such term in Section 3.20(a)

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“Voting Stock” shall mean, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Waivable Prepayment” shall have the meaning assigned to such term in Section 2.10(j).

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“wholly owned Restricted Subsidiary” shall mean a Restricted Subsidiary of the Borrower or a Restricted Subsidiary of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, Controlled or held by the Borrower or one or more wholly owned Restricted Subsidiaries of the Borrower or by the Borrower and one or more wholly owned Restricted Subsidiaries.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

1.02Terms Generally.  The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require.  Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time, (b) provisions of any statute, rule or regulation or other similar Requirement of Law shall include any successor provisions thereof, and (c) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial

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statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).  Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender refinances any of its then-existing Term Loans with Incremental Term Loans incurred pursuant to Section 2.18 that are effected by means of a “cashless roll” by such Lender, such refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in dollars”, “in immediately available funds”, “in cash” or any other similar requirement.

ARTICLE II.
The Credits

2.01Initial Term Loan Commitments.  Subject to the terms and conditions and relying upon the representations and warranties herein set forth, as of the date hereof, each Lender agrees, severally and not jointly to make an Initial Term Loan to the Borrower on the Closing Date in the principal amount not to exceed such Lender’s Initial Term Loan Commitment.

2.02Term Loans.

(a)Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made by such other Lender).  ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million or (ii) equal to the remaining available balance of the applicable Commitments and Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (X) an integral multiple of $1.0 million and not less than $5.0 million or (Y) equal to the remaining available balance of the applicable Commitments.   All Term Loans (i) shall be denominated in Dollars and (ii) may be maintained as ABR Loans or Eurodollar Loans.  Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

(b)Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as Borrower may request pursuant to Section 2.03.  Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of Borrower to repay such Term Loan in accordance with the terms of this Agreement.  Borrowings of more than one Type may be outstanding at the same time; provided that Borrower shall not be entitled to request any Borrowing that, if made, would result in more than five Eurodollar Borrowings outstanding in the aggregate for all tranches of Term Loans hereunder at any one time.  For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

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(c)Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing of any Tranche of Term Loan if the Interest Period requested with respect thereto would end after the applicable Maturity Date for such Tranche.

2.03Borrowing Procedure.  To request a Term Loan, the Borrower shall deliver, by hand delivery or telecopier fax or any other approved electronic transmission, a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing (or such shorter period as the Administrative Agent shall agree in its sole and absolute discretion) or (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing.  Each Borrowing Request shall be irrevocable and shall be substantially in the form of Exhibit C hereto, appropriately completed to specify: (i) the aggregate principal amount of the Term Loans to be made pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Term Loans being made pursuant to such Borrowing  are to be initially maintained as ABR Loans or Eurodollar Loans and (iv) in the case of Eurodollar Loans, the Interest Period to be initially applicable thereto.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall promptly give each Lender which is required to make Term Loans of the Tranche specified in the respective Borrowing Request, notice of such proposed Borrowing, of such Lender’s proportionate share thereof (determined in accordance with Section 2.14) and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.  Each Lender agrees that, in computing such Lender’s portion of any Term Loans or other extensions of credit to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s pro rata share of such Term Loans or other extensions of credit to the next higher or lower whole Dollar amount.  Each Lender shall make the amount of its Term Loan available to the Administrative Agent not later than 1:00 p.m. (New York City time) on the date of the applicable Borrowing by wire transfer of same day funds in Dollars, at the Administrative Agent’s Principal Office.

Unless the Administrative Agent shall have been notified by any Lender prior to the applicable date of any Credit Extension that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Term Loan requested on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on such date.  If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date of such Credit Extension until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three (3) Business Days and thereafter at the Alternate Base Rate.  If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the

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Administrative Agent shall promptly notify the Borrower and, if the Administrative Agent made such amount available as a Term Loan to the Borrower, the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from the date of such Credit Extension until the date such amount is paid to the Administrative Agent, at the rate payable hereunder for ABR Loans for such Tranche of Term Loans.  Nothing in this paragraph shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.  In the event any Term Loan proceeds received by the Administrative Agent in accordance with this Agreement are not delivered to the Borrower as a result of any condition precedent herein specified not having been met, the Administrative Agent shall return the amounts so received to the Lenders who delivered such Term Loan proceeds to the Administrative Agent.

2.04Evidence of Debt; Repayment of Term Loans.

(a)The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the principal amount of each Term Loan of such Lender as provided in Section 2.09.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Term Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.  The Administrative Agent, acting solely for purposes of this Section 2.04(b) on behalf of and as agent for the Borrower, shall maintain accounts in which it will record (i) the amount of each Term Loan made hereunder, the Type and Tranche thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.  The entries made in the accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Term Loans in accordance with their terms.  The Borrower hereby designates the Administrative Agent to serve as the Borrower’s representative and agent solely for purposes of maintaining the accounts as provided in this Section 2.04(b), and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees.”

(c)Any Lender by written notice to the Borrower (with a copy to the Administrative Agent) may request that Term Loans made by it be evidenced by a promissory note.  In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit F (a “Note”).  Thereafter, the Term Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee

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named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.05Fees.

(a)On the Closing Date, the Borrower shall pay to each Lender a fee in an amount equal to 0.25% of the amount of such Lender’s Commitments on the Closing Date, which payment obligation to the Lenders shall be satisfied by such Lender net funding the gross amount of the Term Loan to be funded by such Lender against the amount of such fee payable to such Lender.

(b)In addition to any of the foregoing Fees, the Borrower agrees to pay to the Agents and the Arranger such other Fees in the amounts and at the times separately agreed upon (including in the Engagement Letter and the Agent’s Fee Letter).

(c)All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent at its Principal Office for distribution, if and as appropriate, among the Lenders, on a pro rata basis.  Once paid, none of the Fees shall be refundable under any circumstances.

2.06Interest on Term Loans.

(a)ABR Loans.  Subject to the provisions of Section 2.06(c), the Term Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b)Eurodollar Loans.  Subject to the provisions of Section 2.06(c), the Term Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.  The Administrative Agent shall determine the Adjusted LIBO Rate for each Interest Period applicable to the respective Eurodollar Loans and shall promptly notify the  Borrower and the Lenders thereof.  Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

(c)Default Rate.  Notwithstanding the foregoing, if any principal of or interest on any Term Loan or any fee or other amount payable by the Borrower under any Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, or upon the occurrence and during the continuance of an Event of Default described in subsections (l) or (m) of Section 7.01, such overdue amount shall, to the extent permitted by applicable law, bear interest, after as well as before judgment, at a rate per annum equal to 2.00% plus the rate otherwise applicable to such Term Loan as provided in the preceding paragraphs of this Section 2.06 (the “Default Rate”).

(d)Interest Payment Dates.  Accrued interest on each Term Loan shall be payable in arrears on each Interest Payment Date for such Term Loan; provided that (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion

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of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Term Loan shall be payable on the effective date of such conversion.

(e)Interest Calculation.  All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate which is calculated on the basis of the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate and Adjusted LIBO Rate shall each be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.

2.07Termination of Commitments. The Initial Term Loan Commitments of each Lender shall automatically terminate upon the making of the Initial Term Loans on the Closing Date.

2.08Interest Elections.

(a)Generally.  Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the applicable Term Loans comprising such Borrowing, and the Term Loans comprising each such portion shall be considered a separate Borrowing.  Notwithstanding anything to the contrary, the Borrower shall not be entitled to request any conversion or continuation that, if made, (i) would result in more than five Eurodollar Borrowings outstanding hereunder at any one time or (ii) would result in a Borrowing of less than $250,000 or in an amount other than an integral multiple of $100,000 in excess of that amount.

(b)Interest Election Notice.  To make an election pursuant to this Section, the Borrower shall deliver, by hand delivery or fax or by another approved form of electronic transmission, a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each Interest Election Request shall be irrevocable.  Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

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(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(c)Automatic Continuation and Conversion.  If an Interest Election Request with respect to a Eurodollar Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Eurodollar Borrowing with a one (1) month Interest Period unless there exists an Event of Default, in which case such Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to the Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

2.09Amortization and Repayment of Term Loans.

(a)The Borrower shall repay to the Administrative Agent, for the benefit of the applicable Lenders, all then-outstanding Term Loans of any Tranche of Term Loans made to the Borrower on the Maturity Date for such Tranche of Term Loans.

(b)The Borrower shall repay to the Administrative Agent, for the benefit of the Lenders, on each Term Loan Repayment Date, 0.25% of the original principal amount in respect of the Initial Term Loans made to the Borrower, as such amount may be reduced by any prepayments under Section 2.10.

2.10Optional and Mandatory Prepayments of Term Loans.

(a)Optional Prepayments and Commitment Reductions.  The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Tranche, in whole or in part, subject to the requirements of this Section 2.10; provided that each partial prepayment shall be in a principal amount that is an integral multiple of $1.0 million and not less than $5.0 million or, if less, the outstanding principal amount of such Borrowing.

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(b)Asset Sales.  Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale by the Borrower or any of its Restricted Subsidiaries, the Borrower shall make (or cause to be made) prepayments of Term Loans in accordance with Sections 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided that:

(i)no such prepayment shall be required under this Section 2.10(b) with respect to the disposition of property which constitutes a Casualty Event (which shall be subject to the provisions of Section 2.10(d));

(ii)subject to Sections 2.10(b)(iii) and (iv), and so long as no Default or Event of Default shall then exist or would arise therefrom, no such prepayment shall be required under this Section 2.10(b) with respect to any Asset Sale, unless either (a) the Net Cash Proceeds of such Asset Sale individually, or of such Asset Sale together with any series of related Asset Sales, exceeds $5,000,000 or (b) the Net Cash Proceeds of Assets Sales, together with the Net Cash Proceeds of Casualty Events, during the term of this Agreement, exceeds $20,000,000;

(iii)so long as the ABL Facility is outstanding and the ABL Intercreditor Agreement is in effect, no such prepayment shall be required with respect to the portion of such Net Cash Proceeds of any Asset Sale of Collateral other than, subject to the ABL Intercreditor Agreement, in respect of Fixed Asset Agent Priority Collateral and the portion (if any) of the Pari Passu Collateral provided for in the ABL Intercreditor Agreement; provided, that the Borrower shall, in the case of an Asset Sale in respect of ABL Lender Priority Collateral and the portion (if any) of the Pari Passu Collateral provided for in the ABL Intercreditor Agreement, to the extent required by the ABL Facility, prepay Indebtedness under the ABL Facility or, to the extent permitted by the ABL Facility, any other Indebtedness secured by Liens ranking senior to the Liens securing the Indebtedness hereunder on such ABL Lender Priority Collateral or Pari Passu Collateral or otherwise in accordance with the ABL Intercreditor Agreement; and

(iv)so long as no Default or Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that such Net Cash Proceeds are, within 12 months following the date of such Asset Sale, reinvested in replacement assets, other assets used or useful in a Permitted Business, or in Capital Expenditures, Permitted Acquisitions or Investments permitted by Section 6.03 (other than Section 6.03(b)) hereunder, or contractually committed to be so reinvested within 18 months following the date of such commitment; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 12-month period or, with respect to any contractual commitment with respect which such Net Cash Proceeds was entered into during the period ending 18 months after the end of such initial 12-month period, such unused portion shall be applied on the last day of such period

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as a mandatory prepayment as provided in this Section 2.10(b); provided, further, that to the extent that the property subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.12.

(c)Debt Issuance.  Not later than three Business Days following the receipt of any Net Cash Proceeds from any issuance or incurrence of Indebtedness for borrowed money by the Borrower or any of its Restricted Subsidiaries (other than any cash proceeds from the issuance of Indebtedness for borrowed money permitted pursuant to Section 6.01) the Borrower shall, make (or cause to be made) prepayments of Term Loans in accordance with Sections 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.

(d)Casualty Events.  Not later than five Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by the Borrower or any of its Restricted Subsidiaries, the Borrower shall make (or cause to be made) prepayments of Term Loans in accordance with Sections 2.10(g) and (h) in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided that

(i)subject to Section 2.10(d)(ii), and so long as no Default or Event of Default shall then exist or would arise therefrom, no such prepayment shall be required under this Section 2.10(d) with respect to any Casualty Event, unless either (a) the Net Cash Proceeds of such Casualty Event individually, or of such Casualty Event together with any series of related Casualty Events, exceeds $5,000,000 or (b) the Net Cash Proceeds of Casualty Events, together with the Net Cash Proceeds of Asset Sales, during the term of this Agreement, exceeds $20,000,000; and

(ii)so long as the ABL Facility is outstanding and the ABL Intercreditor Agreement is in effect, no such prepayment shall be required with respect to the portion of such Net Cash Proceeds of any Casualty Event relating to Collateral other than, subject to the ABL Intercreditor Agreement, in respect of Fixed Asset Agent Priority Collateral  and a portion of the Pari Passu Collateral provided for in the ABL Intercreditor Agreement; provided, that the Borrower shall, in the case of a Casualty Event in respect of ABL Lender Priority Collateral and a portion of the Pari Passu Collateral provided for in the ABL Intercreditor Agreement, to the extent required by the ABL Facility, prepay Indebtedness under the ABL Facility or, to the extent permitted by the ABL Facility, any other Indebtedness secured by Liens ranking senior to the Liens securing the Indebtedness hereunder on such ABL Lender Priority Collateral or Pari Passu Collateral or otherwise in accordance with the ABL Intercreditor Agreement; and

(iii)so long as no Default or Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such

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date to the extent that such Net Cash Proceeds are, within 12 months following the date of such Casualty Event, reinvested in replacement assets, other assets used or useful in a Permitted Business, or in Capital Expenditures, Permitted Acquisitions or Investments permitted by Section 6.03 (other than Section 6.03(b)) hereunder, or contractually committed to be so reinvested within 18 months following the date of such Casualty Event; provided that if all or any portion of such Net Cash Proceeds is not so reinvested within such 12-month period or, with respect to which any contractual commitment with respect to which such Net Cash Proceeds was entered into during the period ending 18 months after the end of such initial 12-month period (or such longer period as is required to complete the repair or reconstruction commenced during such 18-month period), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(d); provided, further, that to the extent that the property subject to such Casualty Event constituted Collateral, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.12.

(e)Excess Cash Flow.  No later than five Business Days after the date on which the financial statements with respect to each fiscal year in which the last day of an Excess Cash Flow Period occurs are or are required to be delivered pursuant to Section 5.04(a) (without giving effect to any grace period applicable thereto), the Borrower shall make prepayments of the Term Loans in accordance with Sections 2.10(g) and (h) in an aggregate amount equal to the Applicable ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then most recently ended; provided that so long as (i) no Default or Event of Default shall then exist or would arise therefrom and (ii) the First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow Period is not greater than 4.25:1.00, up to 50% of such Excess Cash Flow that would have been required to be applied to prepay the Loans shall not be required to be so applied on such date to the extent that on or prior to such date, the Borrower shall have delivered an officer’s certificate of a Financial Officer to the Administrative Agent stating that the Borrower and/or its Restricted Subsidiaries reasonably intend to reinvest such amount of Excess Cash Flow (without duplication to any amounts specified for such Excess Cash Flow Period pursuant to clause (b)(x) of the definition of Excess Cash Flow), within 12 months following the last day of the most recently ended Excess Cash Flow Period, in Capital Expenditures permitted hereunder or Investments permitted to be made under Section 6.03 in Restricted Subsidiaries for purposes of the making of Capital Expenditures (which officer’s certificate shall set forth in reasonable detail the estimates of the excess cash flow intended to be reinvested).

(f)[Reserved].

(g)Application of Prepayments.  Any prepayments of any Tranche of Term Loans pursuant to Section 2.10(a) shall be applied to reduce scheduled repayments of such Tranche of Term Loans required under Section 2.09, first, in direct order to such scheduled repayments due the Lenders holding such Tranche of Term Loans on the next four Term Loan Repayment Dates

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occurring following such prepayment and, second, on a pro rata basis among the repayments remaining to be made to the Lenders holding such Tranche of Term Loans on each other Term Loan Repayment Date. Any prepayments of Term Loans pursuant to Section 2.10(b), (c), (d), (e) or (f) shall be applied to reduce scheduled repayments required under Section 2.09 on a pro rata basis among the repayments remaining to be made on each Term Loan Repayment Date.

(h)Notice of Prepayment.  The Borrower shall notify the Administrative Agent by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of another credit facility, the consummation of an Asset Sale, the closing of a securities offering or other transaction, or the receipt of any insurance or other proceeds or funds in connection with a Casualty Event, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied.  Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid, in the case of a prepayment under Section 2.10(a), the Tranche of Term Loans to which the prepayment is to be applied and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment.  Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Credit Extension of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing shall be applied ratably to the applicable Term Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

(i)[Reserved].

(j)Declining Lenders.  Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment of Term Loans under Section 2.10(b), (c), (d) or (e) (each, a “Waivable Prepayment”) not less than three Business Days prior to the date (the “Prepayment Date”) on which the Borrower is required to make such Waivable Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Prepayment and such Lender’s option to refuse such prepayment.  Each such Lender may exercise such option by giving written notice to the Borrower and the Administrative Agent of its election to refuse all (but not less than all) of such Lender’s Pro Rata Share of such Waivable Payment on or before the first Business Day prior to the Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option).  On the Prepayment Date, the Borrower shall pay to the Administrative Agent the amount of the Waivable Prepayment, which amount shall be applied in an amount equal to that portion of the Waivable Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loans

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of such Lenders (which shall be applied in accordance with Section 2.10(g) and, to the extent of any excess, to the Borrower for any of the purposes permitted hereunder.

(k)Soft Call Premium.  In the event that, on or prior to the six-month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Initial Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (I) in the case of clause (x), a prepayment premium of 1.00% of the amount of the Term Loans being repaid and (II) in the case of clause (y), a payment equal to 1.00% of the aggregate amount of Initial Term Loans outstanding immediately prior to the such amendment that are the subject of such Repricing Transaction; provided, that the Borrower shall have no obligation to pay any such prepayment premium in connection with a Repricing Transaction entered into in connection with a Change of Control.

2.11Making or Maintaining Eurodollar Loans.

(a)Alternate Rate of Interest.  If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i)the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(ii)the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Term Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

(b)Illegality.  If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Term Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Loans in the affected currency or currencies or to convert ABR Loans to Eurodollar Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the

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Adjusted LIBO Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist (which notice such Lender agrees to give promptly).  Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable convert all of such Lender’s Eurodollar Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loans (in which case the Borrower shall not be required to make payments pursuant to Section 2.13 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

2.12Increased Costs; Capital Adequacy.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender or the Administrative Agent (except any reserve requirement reflected in the Adjusted LIBO Rate);

(ii)subject any Lender or the Administrative Agent to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Loan made by it or change the basis of taxation of payments to such Lender or the Administrative Agent in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender); or

(iii)impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or the Administrative Agent  of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Term Loan), or to reduce the amount of any sum received or receivable by such Lender or the Administrative Agent hereunder (whether of principal, interest

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or any other amount), then, upon request of such Lender or the Administrative Agent, the Borrower will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital Requirements.  If any Lender or the Administrative Agent determines (in good faith, but in its sole and absolute discretion) that any Change in Law affecting such Lender or the Administrative Agent or any applicable lending office of such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Administrative Agent’s capital or on the capital of such Lender’s or the Administrative Agent’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Term Loans made by such Lender or the Administrative Agent to a level below that which such Lender, the Administrative Agent or such Lender’s or the Administrative Agent’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Administrative Agent’s policies and the policies of such Lender’s or the Administrative Agent’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Administrative Agent or such Lender’s or the Administrative Agent’s holding company for any such reduction suffered.

(c)Certificates for Reimbursement.  A certificate of a Lender or the Administrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 and delivered to the Borrower shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or the Administrative Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Administrative Agent pursuant to this Section for any increased costs incurred or reductions suffered more than 120 days prior to the date that such Lender or the Administrative Agent notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof).

2.13Breakage Payments.  In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to

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Section 2.16(b), then, in any such event, the Borrower shall compensate and indemnify each Lender for the loss, cost and expense attributable to such event.  In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Term Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Term Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Term Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market.  A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 5 days after receipt thereof.

2.14Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a)Payments Generally.  The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees, or of amounts payable under Section 2.12, 2.13, 2.15 or 9.05, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its Principal Office, except that payments pursuant to Sections 2.12, 2.13, 2.15 and 9.05 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein.  The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof.  If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments under each Loan Document shall be made in dollars, except as expressly specified otherwise.

(b)Pro Rata Treatment.

(i)Each payment by the Borrower of interest in respect of the Term Loans of a Tranche shall be applied to the amounts of such obligations then due and owing in accordance with the Pro Rata Share of such Lenders with respect to such Tranche.

(ii)Each payment on account of principal of the Term Loans of a Tranche (other than declined proceeds pursuant to Section 2.10(h)) shall be

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allocated in accordance with the Pro Rata Share of the Lenders with respect to such Tranche.

(c)Insufficient Funds.  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.  It is understood that the foregoing does not apply to any adequate protection payments under any federal, state or foreign bankruptcy, insolvency, receivership or similar proceeding, and that the Administrative Agent may, subject to any applicable federal, state or foreign bankruptcy, insolvency, receivership or similar orders, distribute any adequate protection payments it receives on behalf of the Lenders to the Lenders in its sole discretion (i.e., whether to pay the earliest accrued interest, all accrued interest on a pro rata basis or otherwise).

(d)Sharing of Set-Off.  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans of any Tranche or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Term Loans of any Tranche and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Term Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans and other amounts owing them, provided that:

(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this paragraph and paragraph (b) above shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply, except if made pursuant to Section 9.04(i)(y)).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.  If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to

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which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

(e)Borrower Default.  Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(f)Lender Default.  If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.14(e) or 9.05(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

2.15Taxes.

(a)Any and all payments by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that, if any such Indemnified Taxes or Other Taxes are required to be deducted from such payments, then (i) the sum payable by the Borrower or the relevant Loan Party shall be increased as necessary so that after making all required deductions (including deductions of Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Loan Party shall make such deductions and (iii) the Borrower or such Loan Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)In addition, the Borrower or any other Loan Party shall pay, and authorizes the Administrative Agent to pay in its name, any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)The Borrower or any other Loan Party shall indemnify the Administrative Agent and each Lender within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent, or such Lenders as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any other Loan Party hereunder or under any other Loan Document and any Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable

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under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on behalf of itself, shall be conclusive absent manifest error; provided that if the Borrower reasonably believes that such Indemnified Taxes or Other Taxes were not correctly or legally asserted, the Administrative Agent and the Lenders will use commercially reasonable efforts to cooperate with the Borrower to obtain a refund of any such Taxes paid by the Administrative Agent or such Lenders.

(d)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower, such properly completed and executed documentation reasonably requested by the Borrower certifying to such entitlement to exemption from, or a reduced rate of, withholding.  Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than, for the avoidance of doubt, such documentation set forth in the following two sentences and under Section 2.15(g)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.  Without limiting the generality of the foregoing, each Foreign Lender shall deliver to the Borrower and the Administrative Agent, prior to receipt of any payment hereunder subject to withholding under the Code, and from time to time upon the reasonable request of the Borrower or the Administrative Agent, (x) two duly signed, properly completed original copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Loan Parties pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Loan Parties pursuant to this Agreement or any other Loan Document), (y) two duly signed, properly completed original copies of IRS Form W-8BEN or any successor thereto and a certificate substantially in the form of Exhibit M that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code or (C) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code or (z) two duly signed, properly completed original copies of either IRS Form W-8IMY or any successor thereto, together with all required attachments.  Any Lender that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent IRS Form W-9 or such other documentation or information prescribed by law or reasonably requested to determine whether such Lender is

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subject to backup withholding,  information reporting requirements, or other similar provisions.  Each Lender and the Administrative Agent agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.  Notwithstanding any other provision of this Section 2.15(e), a Lender shall not be required to deliver any form that such Lender or Agent is not legally able to deliver.

(f)[Reserved].

(g)If the Administrative Agent or any Lender determines, in its reasonable discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.15, it shall pay over such refund to that Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.15 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the Governmental Authority with respect to such refund); provided that the Loan Parties, upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or any Lender in the event the Administrative Agent or such Lender is required to repay such refund to the Governmental Authority.  This Section 2.15(g) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information it deems confidential) to the Loan Parties or to apply for any refund.  Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or any Lender be required to pay any amount to a Loan Party pursuant to this paragraph (g) the payment of which would place the Administrative Agent or any Lender in a less favorable net after-Tax position than the Administrative Agent or any Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.

(h)If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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2.16Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office.  If any Lender requests compensation under Section 2.12, determines that it can no longer make or maintain Eurodollar Loans pursuant to Section 2.11(b) or requires the Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.15 or mitigate the impact of Section 2.11(b), as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.  A certificate setting forth such costs and expenses submitted by such Lender to the Borrower shall be conclusive absent manifest error.

(b)Replacement of Lenders.  If any Lender requests compensation under Section 2.12, determines that it can no longer make or maintain Eurodollar Loans pursuant to Section 2.11(b) or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender is a Defaulting Lender, or if the Borrower exercises its replacement rights under Section 9.08(d), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 9.04), all of its interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)the Borrower shall have paid to the Administrative Agent the processing and recordation fee specified in Section 9.04(b);

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, and accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 2.13 and 9.08(d)) assuming for this purpose (in the case of a Lender being replaced pursuant to this Section 2.16(b)) that the Term Loans of such Lender were being prepaid) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 2.12, a determination under Section 2.11(b) or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments

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thereafter or mitigate the impact of Section 2.11(b), as the case may be; and

(iv)such assignment does not conflict with applicable Requirements of Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section 2.16(b), it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent the promissory notes, if any, executed and delivered pursuant to Section 2.04(c), subject to such Assignment and Assumption; provided that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

2.17Defaulting Lenders.

(a)Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then, for so long as such Lender is a Defaulting Lender, any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.14(d) but excluding Section 2.16(b)) may, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated non-interest bearing account and, subject to any applicable Requirements of Law, be applied at such time or times as may be determined by the Administrative Agent first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default under Sections 7.01(b), (c), (l) or (m) nor any Event of Default has occurred and is continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default under Sections 7.01(b), (c), (l) or (m) nor any Event of Default has occurred and is continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.01 and Section 4.02 are satisfied, such payment shall be applied solely to prepay the Loans of all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans owed to any Defaulting Lender.  Any payments,

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prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.17(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

The rights and remedies against a Defaulting Lender under this Section 2.17 are in addition to other rights and remedies that the Borrower, the Administrative Agent and the non-Defaulting Lenders may have against such Defaulting Lender.  The arrangements permitted or required by this Section 2.17 shall be permitted under this Agreement, notwithstanding any limitation on Liens or the pro rata sharing provisions or otherwise.

(b) Certain Fees. No Defaulting Lender shall be entitled to receive the Fees described in Section 2.05(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such Fee that otherwise would have been required to have been paid to that Defaulting Lender).

(c) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or, and take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to Fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.18Increase in Commitments.

(a)Borrower Request.  The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more new Tranches of Term Loans hereunder (each, an “Incremental Term Loan” and collectively, the “Incremental Term Loans”); provided, that the aggregate amount of all Incremental Term Loans shall not exceed an amount equal to (A) $70.0 million (less the amount of any Indebtedness issued pursuant to and in accordance with Section 6.01(q)) ((for the avoidance of doubt, the incurrence of any Incremental Term Loans or Indebtedness permitted under Section 6.01(q) pursuant to this clause (A) is not conditioned on compliance with the First Lien Net Leverage Ratio test described in clause (B) below)), plus (B) an additional amount, so long as in the case of this clause (B), the First Lien Net Leverage Ratio, on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Term Loans, any acquisition consummated concurrently therewith and all other events that are funded out of the proceeds of such Incremental Term Loans, does not exceed 4.00 to 1.00.  Each such notice shall specify (i) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the increased or new Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower

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proposes any portion of such increased or new Commitments be allocated and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased or new Commitments may elect or decline, in its sole discretion, to provide such increased or new Commitment.

(b)The increased or new Commitments shall become effective, as of such Increase Effective Date; provided that:

(i)each of the conditions set forth in Section 4.02(a) through (d) shall be satisfied;

(ii)the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent or the Lenders providing the Incremental Term Loans in connection with any such transaction (including such reaffirmation agreements, supplements and/or amendments or date down endorsements as they shall reasonably require);

(iii)the Borrower shall have paid all Fees of the Administrative Agent and the Lenders providing the Incremental Term Loans as described in the Increase Joinder;

(iv)each Tranche of Incremental Term Loans (and all interest, fees and other amounts payable thereon) shall rank pari passu in right of payment and pari passu with respect to security with the relevant then-existing Term Loan Facility;

(v)the amortization schedule applicable to any Incremental Term Loans shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided that the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans (without giving effect to any prepayments of originally scheduled amortization of the existing Term Loans);

(vi)the applicable Incremental Term Loan Maturity Date shall not be earlier than the Latest Maturity Date;

(vii)the Effective Yield for any Tranche of Incremental Term Loans shall be determined by the Borrower and the Lenders of such Incremental Term Loans; provided that, with respect to any Incremental Term Loans with an Increase Effective Date within 18 months of the Closing Date, in the event that the Effective Yield for any Incremental Term Loans are greater than the Effective Yield for any then-existing Term Loans by more than 50 basis points, then the Effective Yield for such then-existing Term Loans shall be increased to the extent necessary so that the Effective Yield for the Incremental Term Loans are equal to the Effective Yield (after giving

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effect to any increase thereto) for such then-existing Term Loans plus 50 basis points;

(viii)all other terms of such Incremental Term Loans, if not consistent with the terms of the then-existing Term Facility, shall be as agreed between the Borrower and the Lenders providing such Incremental Term Loans;

(ix)Notwithstanding anything to the contrary in any other provision of any Loan Document (but subject to the terms of this Section 2.18), if the proceeds of any Incremental Term Loans are intended to be applied to finance an acquisition and the Lenders providing such Incremental Term Loans so agree, the availability thereof may in the discretion of the Borrower be subject to customary “SunGard” or “certain funds” conditionality; and

(x)any prepayment (other than any scheduled amortization payment) of Incremental Term Loans shall be made on a pro rata basis with such existing Term Loans, except that the relevant Borrower and the Lenders providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro rata basis).

(c)The increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”) executed by the Borrower, the Administrative Agent and each Lender making such increased or new Commitment, in form and substance reasonably satisfactory to each of them.  The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.18.  The Lenders hereby irrevocably authorize the Administrative Agent to enter into any such Increase Joinder.

(d)Making of New Term Loans.  On any Increase Effective Date on which new Commitments for Incremental Term Loans are effective, subject to the satisfaction of the foregoing terms and conditions, each Lender of such new Commitment shall make a Term Loan to the Borrower in an amount equal to its new Commitment.  On the date of the making of any Incremental Term Loans that will be added to an existing Tranche of Term Loans, and notwithstanding anything to the contrary set forth in, such Incremental Term Loans shall be added to (and constitute a part of) each Borrowing of outstanding Term Loans of the same Type with the same Interest Period of the respective Tranche on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender will participate proportionately in each then outstanding borrowing of Term Loans, as applicable, of the same type with the same Interest Period of the respective Tranche.  To the extent the foregoing requires that Lenders making new Incremental Term Loans add such Incremental Term Loans to the then outstanding borrowings of Eurodollar Loans of the respective Tranche of Term Loans, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having short Interest Periods (i.e., an Interest Period that began during an Interest Period then applicable to

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outstanding Eurodollar Loans of the respective Tranche and which will end on the last day of such Interest Period).  In connection therewith, it is hereby agreed that, to the extent the Incremental Term Loans are to be so added to the then outstanding Borrowings of Term Loans of such Tranche which are maintained as Eurodollar Loans, the Lenders that have made such Incremental Term Loans shall be entitled to receive from the Borrower such amounts, as reasonably determined by the respective Lenders, to compensate them for funding the new Incremental Term Loans of the respective Tranche during an existing Interest Period (rather than at the beginning of the respective Interest Period based upon rates then applicable thereto).  All determinations by any Lender pursuant to the immediately preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto.

(e)Equal and Ratable Benefit.  The Term Loans and Commitments established pursuant to this paragraph shall constitute Term Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents, except to the extent that the Lenders making Incremental Term Loans agree to subordinate any of their rights and remedies with respect to any Incremental Term Loans.  The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC with the same priority after giving effect to the establishment of any such Term Loans or any such new Commitments.

2.19Extended Term Loans.

(a)Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.19, the Borrower may at any time and from time to time when no Event of Default then exists request that all or a portion of the Initial Term Loans, any Tranche of Extended Term Loans, any Tranche of Incremental Term Loans or any Tranche of Refinancing Term Loans (each, an “Existing Initial Term Loan Tranche,” “Existing Extended Term Loan Tranche”, “Existing Incremental Term Loan Tranche,” and “Existing Refinancing Term Loan Tranche”, respectively), together with any related outstandings, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of the principal amount (and related outstandings) of such Initial Term Loans, Extended Term Loans, Incremental Term Loans or Refinancing Term Loans (any such Term Loans which have been so converted, “Extended Initial Term Loans,” “Extended Existing Term Loans”, “Extended Incremental Term Loans,” “Extended Refinancing Term Loans”, respectively) and to provide for other terms consistent with this Section 2.19.

(b)In order to establish any Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche and (y) be identical to the Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that:

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(i)all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment;

(ii)the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment;

(iii)the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and

(iv)Extended Term Loans shall have optional and mandatory prepayment terms which provide for the application of proceeds from optional and mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans under the Existing Term Loan Tranche from which such Term Loans were converted are repaid in full unless such optional prepayment is applied on a pro rata basis to such Extended Term Loans and related Existing Term Loans; provided, however, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other Term Loans hereunder and (B) the Weighted Average Life to Maturity of any Extended Term Loans of a given Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to Maturity of any other Tranche of Term Loans then outstanding (without giving effect to any prepayments of originally scheduled amortization of such outstanding Term Loans).  Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans, as applicable, for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Extended Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Extension Series with respect to such Existing Extended Term Loan Tranche.

(c)The Borrower shall provide the applicable Extension Request at least ten (10) Business Days prior to the date on which Lenders under the Existing Term Loan Tranche are

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requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.19.  No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche converted into Extended Term Loans pursuant to any Extension Request.  Any Lender (each, an “Extending Term Loan Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Tranche which it has elected to request be converted into Extended Term Loans (subject to any minimum denomination requirements imposed by the Administrative Agent).  Any Lender that does not respond to the Extension Request on or prior to the date specified therein shall be deemed to have rejected such Extension Request.  In the event that the aggregate principal amount of Term Loans under the applicable Existing Term Loan Tranche held by Lenders that have accepted the Extension Request exceeds the amount of Extended Term Loans requested pursuant to such Extension Request, the Term Loans of such accepting Lenders shall either (i) be converted to Extended Term Loans of such Existing Term Loan Tranche on a pro rata basis based on the aggregate principal amount of Term Loans of such Existing Term Loan Tranche included in such Extension Elections or (ii) to the extent such option is expressly set forth in the applicable Extension Request, be converted to Extended Term Loans upon an increase in the amount of Extended Term Loans so that such excess does not exist.

(d)Extended Term Loans shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Loan Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.19(a) above (but which, notwithstanding anything in Section 9.08 herein to the contrary, shall not require the consent of any other Lender).  The Administrative Agent shall promptly notify each relevant Lender as to the effectiveness of each Extension Amendment.  After giving effect to the Extension, the Initial Term Loan Commitments so extended shall cease to be a part of the Tranche they were a part of immediately prior to the Extension.

(e)Extensions consummated by the Borrower pursuant to this Section 2.19 shall not constitute voluntary or mandatory payments or prepayments for purposes of this Agreement.  The Administrative Agent and the Lenders hereby consent to each Extension and the other transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Term Loans on such terms as may be set forth in the applicable Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.10 or 2.14) or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated by this Section 2.19, provided that such consent shall not be deemed to be an acceptance of any Extension Request.

(f)Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of any Extended Term Loans incurred pursuant thereto, (ii) modify the scheduled

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repayments set forth in Section 2.09(b) with respect to any Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans converted pursuant to the applicable Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.09(b)), (iii) establish new Tranches or sub-Tranches in respect of Term Loans so extended and such technical amendments as may be necessary in connection with the establishment of such new Tranches or sub-Tranches, in each case on terms consistent with this Section 2.19, and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19, and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Extension Amendment.  In connection with any Extension, the Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Latest Maturity Date so that such maturity date is extended to the Latest Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent), to the extent required pursuant to applicable local law and deliver a date down endorsement to any title policy issued in connection with such Mortgage to the extent reasonably requested by the Administrative Agent.

2.20Refinancing Facilities.

(a)The Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more additional Tranches of Term Loans under this Agreement (“Refinancing Term Loans”) or one or more series of loans or debt securities (“Refinancing Debt”), which refinance, renew, replace, defease or refund one or more Tranches of Term Loans (including any Incremental Term Loans, Extended Term Loans or other Refinancing Term Loans) under this Agreement or then existing Refinancing Debt; provided, that such Refinancing Term Loans and/or Refinancing Debt may not be in an amount greater than the aggregate principal amount of the Term Loans or Refinancing Debt being refinanced, renewed, replaced, defeased or refunded plus unpaid accrued interest and premium (if any) thereon and upfront fees, underwriting discounts, fees, commissions and expenses incurred in connection with the Refinancing Term Loans and/or Refinancing Debt; provided, further, that such aggregate principal amount may also be increased to the extent such additional amount is capable of being incurred at such time pursuant to Section 6.01 (and Section 6.02 to the extent secured) and such excess incurrence shall for all purposes hereof be an incurrence under the relevant subclauses of Section 6.01 (and Section 6.02 to the extent secured). Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing Term Loans shall be made or the Refinancing Debt shall be issued, which shall be a date not less than three (3) Business Days after the date on which such notice is delivered to the Administrative Agent; provided that:

(i)the Weighted Average Life to Maturity of such Refinancing Term Loans and/or Refinancing Debt shall not be shorter than the remaining Weighted Average Life to Maturity of the Term Loans or Refinancing Debt being refinanced (without giving effect to any prepayments of originally scheduled amortization of such Term Loans or Refinancing Debt being refinanced) and the Refinancing Term Loans and/or Refinancing Debt

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shall not have a final maturity before the Maturity Date applicable to the Term Loans being refinanced;

(ii)such Refinancing Term Loans and/or Refinancing Debt shall have pricing (including interest rates, fees and premiums), amortization, optional prepayment and redemption terms, and mandatory prepayment and redemptions upon the occurrence of an event of default or pursuant to customary change of control (in the case of notes) or asset sale prepayments or offers, in each case as to not conflict with the corresponding provisions of this Agreement, and as may be agreed to by the Borrower and the relevant Refinancing Term Loan Lenders (as defined below) and/or Refinancing Debt Holders (as defined below);

(iii)such Refinancing Term Loans and/or Refinancing Debt shall not be guaranteed by any Person other than the Borrower or a Guarantor;

(iv)in the case of any such Refinancing Term Loans and/or Refinancing Debt that are secured (a) such Refinancing Term Loans and/or Refinancing Debt are secured by only assets comprising Collateral (as defined in the Security Documents), and not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral (as defined in the Security Documents);

(v)all other terms applicable to such Refinancing Term Loans and/or Refinancing Debt  (excluding pricing and optional prepayment or redemptions terms) shall (I) be substantially identical to, or (taken as a whole) be otherwise not more favorable to the Refinancing Term Loan Lenders and/or Refinancing Debt Holders than those applicable to the Term Loans or Refinancing Debt being refinanced (except to the extent such covenants and other terms apply solely to any period after the Maturity Date of the Term Loans being refinanced) or (II) reflect current market terms and conditions when taken as a whole at the time of incurrence or issuance (as reasonably determined by the Borrower); provided, that Refinancing Term Loans and/or Refinancing Debt may rank pari passu or junior in right of payment and/or security with the remaining Term Loans, so long as the holders of any Refinancing Term Loans and/or Refinancing Debt are subject to the applicable Intercreditor Agreements (and the Lenders direct and authorize the Agents to enter into any such Intercreditor Agreement on their behalf), or are unsecured; provided, further, that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set out in the foregoing clause (v), shall be conclusive evidence that such terms and conditions satisfy such

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requirement unless the Administrative Agent provides notice to the Borrower of an objection during such five Business Day period (including a reasonable description of the basis upon which it objects).

(b)The Borrower may approach any Lender or any other Person that would be an Eligible Assignee of Term Loans to provide all or a portion of the Refinancing Term Loans (a “Refinancing Term Loan Lender”) or any Person to provide all or a portion of the Refinancing Debt (a “Refinancing Debt Holder”); provided that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans and/or Refinancing Debt may elect or decline, in its sole discretion, to provide a Refinancing Term Loan or purchase Refinancing Debt. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Term Loan Amendment, be designated as an increase in any previously established Refinancing Term Loan Series of Refinancing Term Loans made to the Borrower.

(c)The Administrative Agent and the Lenders hereby consent to the transactions contemplated by Section 2.19(a) (including, for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans and Refinancing Debt on the terms specified by the Borrower) and hereby waive the requirements of this Agreement or any other Loan Document that may otherwise prohibit any transaction contemplated by Section 2.19(a).  The Refinancing Term Loans shall be established pursuant to an amendment to this Agreement among the Borrower and the Refinancing Term Loan Lenders providing such Refinancing Term Loans (a “Refinancing Term Loan Amendment”) which shall be consistent with the provisions set forth in Section 2.19(a).  The Refinancing Debt shall be established pursuant to a Refinancing Debt Agreement which shall be consistent with the provisions set forth in Section 2.19(a).  Each Refinancing Term Loan Amendment shall be binding on the Lenders, the Administrative Agent, the Loan Parties party thereto and the other parties hereto without the consent of any other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of Section 2.19, including in order to establish new Tranches or sub-Tranches in respect of the Refinancing Term Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust the amortization schedule in Section 2.09(b) (insofar as such schedule relates to payments due to Lenders the Term Loans of which are refinanced with the proceeds of Refinancing Term Loans; provided that no such amendment shall reduce the pro rata share of any such payment that would have otherwise been payable to the Lenders, the Term Loans of which are not refinanced with the proceeds of Refinancing Term Loans).  The Administrative Agent shall be permitted, and each is hereby authorized, to enter into such amendments with the Borrower to effect the foregoing.

ARTICLE III.
Representations and Warranties

The Borrower represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders, with respect to itself and each of its Restricted Subsidiaries, after giving effect to the Transactions, that:

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3.01Organization; Powers.  The Borrower and each of the Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business in, and is in good standing (where such concept is relevant) in, every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is a party and, in the case of the Borrower, to borrow hereunder, in the case of each Loan Party, to grant the Liens contemplated to be granted by it under the Security Documents, and in the case of each Guarantor, to Guarantee the Obligations as contemplated by the Guarantee and Collateral Agreement.

3.02Authorization; No Conflict.  The Loan Documents (a) have been duly authorized by all requisite corporate, limited liability company, partnership or other organizational and, if required, stockholder action and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, except as would not reasonably be expected to have a Material Adverse Effect (B) the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary), (C) any order of any applicable Governmental Authority except as would not reasonably be expected to have a Material Adverse Effect, (D) any material provision of any material indenture, agreement or other instrument to which the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary or Foreign Subsidiary) is a party or by which any of them or any of their property is or may be bound or (E) any provision of any indenture, agreement or other instrument to which any Foreign Subsidiary (other than any Immaterial Subsidiary) is a party or by which any of them or any of their property is or may be bound except as would not reasonably be expected to have a Material Adverse Effect, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any material obligation under any such material indenture, agreement or other instrument that (other than with respect to the Loan Documents) could reasonably be expected to result in a Material Adverse Effect or (iii) result in the creation or imposition of any Lien upon or with respect to any material property or material assets now owned or hereafter acquired by the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) (other than any Lien created hereunder or under the Security Documents or as expressly permitted hereunder pursuant to Section 6.02), that (other than with respect to the Loan Documents) could reasonably be expected to result in a Material Adverse Effect.

3.03Enforceability.  This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party thereto will constitute a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms (subject, in each case, to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and general principles of equity).

3.04Governmental Approvals.  Except as set forth on Schedule 3.04, no action, consent, ruling, order, license, authorization or approval of, registration or filing with, or any other action

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by any Governmental Authority is or will be required to enter into the Loan Documents, borrow funds in connection therewith, Guarantee the Obligations and grant Liens pursuant to the Security Documents except for such as have been made or obtained and are in full force and effect.

3.05Financial Statements.

(a)Historical Financial Statements.  The Borrower has heretofore delivered to the Lenders the consolidated or combined, as applicable, balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower as of and for the fiscal years ended December 31, 2011 and December 31, 2012 and as and for the fiscal quarter ending September 30, 2013 and, in the case of such fiscal year-end financial statements audited by and accompanied by the unqualified opinion of Grant Thornton LLP.

Such financial statements (A) present fairly and accurately in all material respects the financial condition and results of operations and cash flows of the Borrower as of the dates and for the periods to which they relate, (B) disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the dates thereof and (C) were prepared in accordance with GAAP applied on a consistent basis, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes.

(b)Forecasts.  The forecasts of financial performance of the Borrower and its Subsidiaries furnished to the Lenders prior to the Closing Date, on an annual basis for the projected period from on or about the Closing Date through December 31, 2018, were prepared in good faith by the Borrower and based on assumptions believed by the Borrower at the time made to be reasonable.

3.06No Material Adverse Change.  Since December 31, 2012, no event, change or condition has occurred that has had (and continues to have), or could reasonably be expected to have, a Material Adverse Effect.

3.07Title to Properties; Possession Under Leases.

(a)Except as set forth in Schedule 3.07, each of the Borrower and its Restricted Subsidiaries has good and marketable title to (including in connection therewith, valid easements), or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for (i) minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes, and (ii) as otherwise could not reasonably be expected to have a Material Adverse Effect.  All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02.

(b)Except as set forth in Schedule 3.07, each of the Borrower and each of its Restricted Subsidiaries (other than Immaterial Subsidiaries) is in compliance with all material obligations under all material leases (including all leases of Mortgaged Property) to which it is a party and all such leases are legal, valid, binding and in full force and effect and are enforceable against the Borrower and its Restricted Subsidiaries (other than Immaterial Subsidiaries) party thereto and, to the Borrower’s knowledge, against each other party thereto in accordance with

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their terms except failures that could not reasonably be expected to have a Material Adverse Effect.  Except as set forth in Schedule 3.07, each of the Borrower and its Restricted Subsidiaries (other than Immaterial Subsidiaries) enjoys peaceful and undisturbed possession under all such material leases.

(c)As of the Closing Date, neither the Borrower, nor any Guarantor has received any actual notice of, nor has any actual knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties owned by it or any sale or disposition thereof in lieu of condemnation.

(d)Except as set forth in Schedule 3.07, as of the Closing Date, neither the Borrower nor any Restricted Subsidiary (other than any Immaterial Subsidiary) is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

3.08Subsidiaries.  Schedule 3.08 sets forth as of the Closing Date a list of all Subsidiaries, their jurisdiction of organization and the percentage ownership interest of the Borrower therein and the ownership interests of the Guarantors.  The shares of capital stock or other ownership interests so indicated on Schedule 3.08 held in such Subsidiary are fully paid and non-assessable and are owned by the Borrower, directly or indirectly, free and clear of all Liens (other than Liens created under the Security Documents, and Liens permitted under Section 6.02).

3.09Litigation; Compliance with Laws.

(a)Except as set forth on Schedule 3.09, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the actual knowledge of the Borrower or the Guarantors, threatened against the Borrower, any Restricted Subsidiary or any business, property or rights of any such Person (i) that involve any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b)None of the Borrower or any of its Domestic Subsidiaries or any of their respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Property, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default would reasonably be expected to result in a Material Adverse Effect.

(c)Certificates of occupancy and permits are in effect for each Mortgaged Property as currently constructed, except where the failure to have the same could not reasonably be expected to result in a Material Adverse Effect, and true and complete copies of such certificates of occupancy as are available using commercially reasonable efforts have been delivered to the Collateral Agent as mortgagee with respect to each Mortgaged Property.

3.10Agreements.  None of the Borrower or any of the Restricted Subsidiaries is in default in any manner under any provision of any indenture or other agreement or instrument evidencing

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Material Indebtedness or any Indebtedness under the ABL Facility, or any other material agreement or instrument to which it is a party, where such default would reasonably be expected to result in a Material Adverse Effect.

3.11Federal Reserve Regulations.  None of the Borrower or any of the Restricted Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.  No part of the proceeds of any Term Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, Regulation U or Regulation X.  No Indebtedness being reduced or retired out of the proceeds of any Term Loans was or will be incurred for the purpose of purchasing or carrying any Margin Stock in violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, Regulation U or Regulation X.  As of the Closing Date, after giving effect to the application of the proceeds of the Term Loans made on the Closing Date, Margin Stock will not constitute more than 25% of the value of the assets of the Loan Parties.

3.12Investment Company Act.  None of the Borrower or any Restricted Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

3.13Tax Returns.  Each of the Borrower and its Restricted Subsidiaries has timely filed or caused to be timely filed all material Federal, state, local and (to the extent it has foreign operations) foreign tax returns required to have been filed by it and has paid or caused to be paid all material taxes then due and payable by it (whether or not shown as due on such returns but after taking into account any valid extensions), except taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested taxes and, in the case of a Mortgaged Property of the Borrower or any Guarantor there is no immediate actual risk of forfeiture of such property.  As of the Closing Date, the Borrower has not engaged in any “listed transaction” (within the meaning of Treasury Regulation Section 1.6011-4 of the Code).  There is no proposed tax assessment against the Borrower or its Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect.

3.14No Material Misstatements.  No information, report, financial statement, agreement, documentary condition precedent, exhibit or schedule furnished by or on behalf of the Borrower or its Subsidiaries to the Administrative Agent or any Lender in connection with the Transactions, in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto or the Confidential Information Memorandum contained as of the date of such statement any material misstatement of fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading when taken as a whole; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, the Borrower represents only that it acted in good faith and utilized reasonable assumptions (based upon accounting principles consistent with the historical audited financial statements of the Borrower) and due care in the preparation of such information, report, financial

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statement, exhibit or schedule (it being recognized that any such forecast or projection is subject to the assumptions and plans reflected therein as of the date thereof, which could differ materially from the actual plans and results, and are necessarily subjective and based on estimates, and that actual results are subject to uncertainties and contingencies which may be beyond the Borrower’s control).

3.15Employee Benefit Plans.  As of the Closing Date, no ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, would reasonably be expected to result in material liability of the Borrower or any of its ERISA Affiliates.  Except as disclosed in Schedule 3.15, as of the Closing Date, neither the Borrower nor any of its ERISA Affiliates has nor has within the last six (6) years sponsored, maintained, contributed to or had any obligation or liability with respect to any Plan subject to Title IV of ERISA, nor, except as disclosed in Schedule 3.15, does the Borrower nor any ERISA Affiliate have any present intention to sponsor, maintain, contribute or have any obligation or liability with respect to any Plan subject to Title IV of ERISA.

3.16Environmental Matters.

(a)Except as set forth in Schedule 3.16 and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in the Borrower or any of the Restricted Subsidiaries (other than any Immaterial Subsidiaries) incurring Environmental Liabilities that could be reasonably expected to result in a Material Adverse Effect, each of the Borrower and its Restricted Subsidiaries (other than Immaterial Subsidiaries) is and has been in compliance with any applicable Environmental Law, which compliance includes obtaining, maintaining and complying with any permit, license or other approval required under any Environmental Law for any of their operations.

(b)Except as set forth in Schedule 3.16 and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in the Borrower or any of the Restricted Subsidiaries (other than Immaterial Subsidiaries) incurring Environmental Liabilities that could be reasonably expected to result in a Material Adverse Effect (i) none of the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) has contractually assumed any Environmental Liability of any Person or (ii) has received, or to the actual knowledge of the Borrower and the Guarantors, anticipates receiving, written notice of any claim, order, agreement, or investigation with respect to any Environmental Liability.

(c)No Lien under Environmental Laws has attached to any Real Property in an amount or a manner that could be reasonably expected to result in a Material Adverse Effect.

(d)As of the Closing Date, except as disclosed on Schedule 3.16, to the knowledge of the Borrower and the Guarantors, the consummation of the transaction contemplated under this Agreement does not require the consent of or filing by any Loan Party with any Governmental Authority under any applicable Environmental Law.

(e)As of the Closing Date, each of the Borrower and its Domestic Subsidiaries has made available to the Administrative Agent copies of all requested existing material

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environmental reports, and audits and all documents pertaining to actual material Environmental Liability and has provided to Lender copies of all material environmental reports, including any “Phase I environmental site assessments”, relating to any Real Property, in each case to the extent such reports, reviews, audits and documents are in their possession, custody or control and are not more than five (5) years old.

3.17Insurance.  Schedule 3.17 sets forth a true, complete and correct description of all insurance maintained by the Borrower and the Restricted Subsidiaries (other than Immaterial Subsidiaries), as of the Closing Date.  As of such date, all premiums have been duly paid to the extent due.  The Borrower and its Restricted Subsidiaries have insurance in such amounts with financially sound and reputable insurance companies and covering such risks and liabilities as are in accordance with normal industry practice and customary for companies of similar size engaged in similar businesses in similar locations.

3.18Security Documents.

(a)Except as set forth in Schedule 3.18, the Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will be effective to create in favor of the Collateral Agent, to the extent set forth therein, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and, subject to any limitations herein and therein or in the certificates or notes, as applicable, representing Pledged Collateral (as defined in the Guarantee and Collateral Agreement), the proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium (or similar laws affecting the enforcement of creditors’ rights generally), by equitable principles (whether enforcement is sought by proceedings in equity or at law) and implied covenants of good faith and fair dealing and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, if and to the extent required by the Guarantee and Collateral Agreement, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral to the extent that a Lien in such Pledged Collateral can be perfected by delivery, in each case  having the priority set forth in the ABL Intercreditor Agreement and prior and superior in right to any other person (except with respect to Liens expressly permitted under Section 6.02), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.18(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent that a Lien in such Collateral can be perfected by filing of financing statements (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement, and other Collateral with respect to which possession or control is required for perfection), in each case having the priority set forth in the ABL Intercreditor Agreement and prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

(b)Except as set forth in Schedule 3.18, upon the recordation of the IP Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the duly completed financing statements in appropriate form filed in the offices specified in Schedule 3.18(a), the Lien created under the IP Security Agreement shall

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constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the IP Security Agreement) in which a security interest may be perfected by such filing in the United States and its territories and possessions, in each case having the priority set forth in the ABL Intercreditor Agreement and prior and superior in right to any other person other than with respect to Liens expressly permitted by Section 6.02 and (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

(c)Each of the Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the grantor’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified in Schedule 3.18(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such grantor in such Mortgaged Property and the proceeds thereof, having the priority set forth in the ABL Intercreditor Agreement and prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

(d)[Reserved].

(e)Upon execution and delivery thereof by the parties thereto, the Control Agreements, taken together with the Guarantee and Collateral Agreement, will be effective to create and perfect in favor of the Collateral Agent a legal, valid and enforceable security interest in the Investment Accounts described therein and the proceeds and products thereof.  Upon the execution of the Control Agreements and the Guarantee and Collateral Agreement, such Security Documents shall constitute perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Investment Accounts described therein and the proceeds and products thereof, as security for the Obligations, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

3.19Location of Real Property and Leased Premises.

(a)Schedule 3.19(a) lists completely and correctly as of the Closing Date all Real Property owned by the Borrower and its Domestic Restricted Subsidiaries (other than Immaterial Subsidiaries) and the addresses thereof (to the extent available).  The Borrower and its Domestic Restricted Subsidiaries (other than Immaterial Subsidiaries) own in fee all the Real Property set forth on Schedule 3.19(a).

(b)Schedule 3.19(b) lists completely and correctly as of the Closing Date all Real Property leased by the Borrower and its Domestic Restricted Subsidiaries (other than Immaterial Subsidiaries) and the addresses thereof (to the extent available).  The Borrower and its Domestic Restricted Subsidiaries (other than Immaterial Subsidiaries) have valid leases in all the Real Property set forth on Schedule 3.19(b), except as noted thereon.

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3.20Compliance with FDA and USDA; Permits.3.21

(a)Except as would not reasonably be expected to have a Material Adverse Effect, the business and operations of the Borrower are, and have been during the past three (3) years, operated in compliance with all applicable laws and regulations of the U.S. Food and Drug Administration (“FDA”) and the U.S. Department of Agriculture (“USDA”).  There is no, and has not been during the past three (3) years, any actual or, to the knowledge of the Borrower, potential material action or investigation in respect of the business or operations of the Borrower by the FDA or USDA.

(b)The Borrower holds, and is operating in compliance with, all material permits, licenses, approvals, certificates and other registrations, authorizations and exemptions of and from the FDA and USDA, as required for the conduct of its business and operations as currently conducted (each, a “Permit”), and each such Permit is in full force and effect.

(c)The Borrower has not received, during the past three (3) years, any FDA Form 483 or other notice of inspectional observations, “warning letters,” “untitled letters,” notice of adverse findings, or other similar notices from the FDA or the USDA alleging or asserting material noncompliance with any applicable laws or regulations or any Permits.

3.21Labor Matters As of the Closing Date, (i) there are no strikes or lockouts against the Borrower or any Guarantor pending or, to the actual knowledge of the Borrower or the Guarantors, threatened, in each case or in the aggregate, that could be reasonably expected to result in a Material Adverse Effect, (ii) the hours worked by and payments made to employees of the Borrower and its Domestic Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters that would reasonably be expected to have a Material Adverse Effect, and (iii) all payments due from the Borrower or any of its Domestic Subsidiaries on account of wages and employee health and welfare insurance and other benefits that would reasonably be expected to have a Material Adverse Effect if not paid, have been paid or accrued as a liability on the books of the Borrower or such Domestic Subsidiary.

3.22Anti-Terrorism Laws.

(a)(i) The Borrower will not directly or indirectly use the proceeds of the Term Loans or otherwise make available such proceeds to any Person in violation of the U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and (ii) none of the Borrower, nor any Subsidiary, nor any director, officer, senior manager of the Borrower nor any Subsidiary (A) is a Sanctioned Person, (B) has more than 10% of its assets in Sanctioned Countries, (C) derives more than 10% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries, or (D) is currently subject to any U.S. sanctions administered by OFAC; provided, however, that the scope of this representation and warranty is limited to published U.S. regulatory requirements as at the date such representation is given.  No part of the proceeds of any Credit Extension hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Country.

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(b)To the extent applicable, the Borrower and each Subsidiary is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001).  No part of the proceeds of the Term Loans will be used, directly or indirectly, (i) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended or (ii) in violation of anti-money laundering laws or anti-terrorism laws.

3.23Use of Proceeds.  The Borrower will use the proceeds of the Term Loans made on the Closing Date for application by the Borrower (and, to the extent distributed to them by the Borrower, each other Loan Party) solely (x) to repay certain existing Indebtedness, including the Refinancing, (y) to pay fees and expenses related to the Transactions and (z) for other general corporate purposes of the Borrower and its Subsidiaries.

3.24Solvency.  On the Closing Date and on the date of each Credit Extension, both immediately before and after (i) with respect to the Closing Date, the consummation of the Transactions, including the making of the Term Loans and the application of the proceeds thereof on the Closing Date, and (ii) with respect to each other Credit Extension, the making of Term Loans and the application of the proceeds thereof on such date, the Loan Parties, taken as a whole, are and will be Solvent.

3.25No Burdensome Restrictions.  Except as set forth in Section 3.15, neither the Borrower nor any of its Restricted Subsidiaries is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.  Except as set forth in Section 3.15, neither the Borrower nor any of its Restricted Subsidiaries is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its property is or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.  As of the Closing Date, the Borrower has delivered or otherwise made available to the Administrative Agent complete and correct copies of all such material agreements, including any amendments, supplements or modifications with respect thereto, and all such agreements are in full force and effect.

3.26Intellectual Property.  Except as set forth in Section 3.18, the Borrower and its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except as would not reasonably be expected to have a Material Adverse Effect.  To the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Restricted

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Subsidiary in the operation of their respective businesses as currently conducted infringes upon any rights held by any other Person, except as would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is pending or, to the actual knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

3.27No Default.  No Default or Event of Default has occurred and is continuing.

3.28Senior Indebtedness.  The Obligations (including, without limitation, the Guarantee of each Guarantor under the Loan Documents) constitute senior secured Indebtedness of each of the Loan Parties (subject to the lien priorities set forth in the Intercreditor Agreement).

ARTICLE IV.
Conditions of Lending

4.01Conditions to the Closing Date.  The obligation of each Lender to fund the Term Loans requested to be made by it on the Closing Date is subject to the prior or concurrent satisfaction of each of the following conditions:

(a)The Existing 2018 Notes shall be concurrently validly “satisfied and discharged” in full pursuant to Section 8.02 of the Existing 2018 Notes Indenture and the Loan Parties shall have concurrently delivered to the Administrative Agent reasonably satisfactory written evidence thereof and all documents or instruments (including “pay-off” letters, notices of prepayment and any opinions, certificates or other requirements in connection therewith) necessary to terminate or unconditionally release all liens or security interests related to the Existing 2018 Notes in form and substance reasonably satisfactory to the Administrative Agent.  Immediately after giving effect to the Transactions, none of the Borrower or its Restricted Subsidiaries shall have outstanding any Indebtedness for borrowed money or preferred stock other than (i) the Term Loans and Commitments hereunder, (ii) the Indebtedness permitted by Section 6.01 and (iii) Indebtedness owed to the Borrower or any Guarantor.

(b)The Lenders shall be satisfied that all requisite Governmental Authorities and third parties shall have approved or consented to the Transactions to the extent necessary, and there shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the Transactions or the other transactions contemplated hereby.  The Lenders shall be satisfied that the Borrower, its Subsidiaries and the Transactions shall be in compliance in all material respects with all Requirements of Law, including Regulations T, Regulation U and Regulation X of the Board, and shall have received satisfactory evidence of such compliance reasonably requested by them.

(c)The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or equivalent organizational document, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; and (ii) a certificate of the President, Chief Executive Officer, Chief Financial Officer, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, any Vice

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President or any other executive officer (including any officer acting in an interim capacity) of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws or equivalent governing document of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, members or managers of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or equivalent organizational document of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (with such certificate in this clause (c)(ii) containing the certification of another officer of such Loan Party as to the incumbency and specimen signature of the officer executing such certificate).

(d)The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the provisions of Sections 4.02(b), (c) and (d).

(e)The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date (or be reasonably satisfied that all Fees and other amounts due and payable will be paid on the Closing Date from the proceeds of the Term Loans), including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses to the extent required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(f)The Collateral Agent on behalf of the Secured Parties shall have a security interest on the Closing Date in the Collateral of the type and priority described in the Security Documents and Intercreditor Agreements (but subject to such Liens permitted under Section 6.02), and the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto (and in the case of the Intercompany Notes, accompanied by instruments of transfer undated and endorsed in blank) and shall be in full force and effect on the Closing Date, and the Loan Parties shall deliver:

(i)except as provided in Section 5.15, to the extent required by the Guarantee and Collateral Agreement, all certificates, agreements or instruments representing or evidencing Collateral in the form of Equity Interests, accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(ii)except as provided in Section 5.15, all other certificates, agreements, including Control Agreements, or instruments necessary to perfect the Collateral Agent’s security interest in, among other things, all chattel paper, all Instruments, all Deposit Accounts, all Securities Accounts and all investment property of each Loan Party (as each such term is defined in

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the Guarantee and Collateral Agreement and to the extent required by the Guarantee and Collateral Agreement);

(iii)the UCC financing statements in appropriate form for filing under the UCC, filings to be filed with the United States Patent and Trademark Office and United States Copyright Office and such other documents under applicable Requirements of Law in each jurisdiction as may be necessary or appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or purported to be created, by the Security Documents;

(iv)certified copies of UCC searches, intellectual property searches, and such other searches that the Collateral Agent deems necessary or appropriate, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens permitted under Section 6.02 or any other Liens acceptable to the Collateral Agent); and

(v)evidence acceptable to the Collateral Agent of payment or arrangements for payment by the Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the recording of the Security Documents.

(g)The Lenders shall have received the financial statements and forecasts referred to in Section 3.05.

(h)The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit G, dated the Closing Date and signed by the chief financial officer of the Borrower.

(i)except as provided in Section 5.15, (i) each of the Mortgages relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) title searches shall indicate that the Mortgaged Properties are not subject to any Lien other than those permitted under Section 6.02 hereto or the Collateral Agent has received evidence reasonably satisfactory to it that any such existing Lien will be released on the Closing Date, (iii) each of such Security Documents shall have been filed and recorded in the appropriate recording office in the jurisdiction in which the Mortgaged Property is located or shall have been delivered to the Administrative Agent or a nationally recognized title insurance company in a proper form for filing, recordation or registration in form and substance acceptable to the Collateral Agent as a first priority lien on such Mortgaged Property (subject only to any Lien permitted by Section 6.02) and, upon filing or recordation, as applicable, in connection therewith where filed or recorded, as applicable, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing or recordation, (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in

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amounts reasonably acceptable to the Collateral Agent, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first priority liens on the Mortgaged Properties, free of Liens (other than those permitted under Section 6.02), together with such surveys, affidavits, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders and (v) with respect to each improved Mortgaged Property, a “Life-of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any improvements located on any Mortgaged Property is designated a “special flood hazard area” by the Federal Emergency Management Agency (or any successor agency), evidence of flood insurance satisfying the requirements of Section 5.02(c) hereof.

(j)On or prior to the Closing Date, the Borrower shall have delivered (by electronic transmission or otherwise) to the Administrative Agent fully executed copies of (i) this Agreement, (ii) an amendment to the ABL Facility (in form and substance reasonably satisfactory to the Administrative Agent) and (iii) the ABL Intercreditor Agreement, and each such document shall have become effective pursuant to its terms.

(k)The Borrower shall:

(i)deliver to the Administrative Agent a Perfection Certificate with respect to the Loan Parties duly executed by a Responsible Officer of the Borrower;

(ii)provide a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured;

(iii)provide to the Administrative Agent, on behalf of itself and the Lenders, a reasonably satisfactory written opinion of (i) Winston & Strawn LLP, counsel for the Borrower (A) addressed to the Administrative Agent and the Lenders and (B) covering certain matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinion and (ii) each local counsel listed on Schedule 4.01(k)(iii);

(iv)provide to the Administrative Agent each of the Loan Documents listed on Schedule 4.01(k)(iv), in each case executed by a duly authorized officer of each party thereto, in form and substance satisfactory to the Administrative Agent and in full force and effect on the Closing Date; and

(v)deliver a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date.

(l)The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and

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anti-money laundering rules and regulations, including the USA PATRIOT Act at least five Business Days prior to the Closing Date.

Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, by signing this Agreement, each Lender has consented to, approved or accepted or indicated its satisfaction with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02All Credit Events.  On the date of each Credit Extension (unless otherwise noted below), including, for the avoidance of doubt, the Closing Date:

(a)The Administrative Agent shall have received a Borrowing Request as required by Section 2.03.

(b)The representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects or, to the extent otherwise qualified by materiality, in all respects, on and as of the date of any Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations shall have been true and correct in all material respects or, to the extent otherwise qualified by materiality, in all respects, as of such earlier date.

(c)At the time of and immediately after the Credit Extension, no event shall have occurred and be continuing or would result from such Credit Extension that would constitute a Default or an Event of Default.

(d)No injunction or other restraining order shall have been issued, shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of Term Loans hereunder.

ARTICLE V.
Affirmative Covenants

From and after the Closing Date, the Borrower covenants and agrees with each Lender that, so long as the Commitments shall remain in existence and until the Obligations (other than any unasserted contingent reimbursement or indemnity obligations) shall have been paid in full in cash, unless the Required Lenders shall otherwise consent in writing, it will and will cause each of its Restricted Subsidiaries to:

5.01Existence; Compliance with Laws; Businesses and Properties.

(a)Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.04.

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(b)Except where any such failure would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of the business of the Borrower and the Restricted Subsidiaries, taken as a whole; comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted and all contractual obligations under any indenture, instrument or agreement pursuant to which any Material Indebtedness or Indebtedness under the ABL Facility of the Borrower or any of the Restricted Subsidiaries is outstanding; and except as permitted under Section 6.04, at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition (ordinary wear and tear excepted) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times (provided that, in the event of a Casualty Event relating to no more than two separate facilities at any one time, the Loan Parties shall have a reasonable time period to repair and/or replace such facilities).

5.02Insurance.

(a)Keep its insurable Mortgaged Properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it; and maintain such other insurance as may be required by law.

(b)Promptly following the Administrative Agent’s request, cause all such policies covering any Collateral and public liability (except third party, product liability and business interruption) to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and/or additional insured endorsement, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, which endorsement shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent or the Collateral Agent of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Borrower or the Loan Parties under such policies directly to the Collateral Agent; cause all such policies to provide that neither the Borrower, the Administrative Agent, the Collateral Agent nor any other party shall be a coinsurer thereunder and, to the extent customarily available at a commercially reasonable cost, to contain a “Replacement Cost Endorsement”, without any deduction for depreciation, and such other provisions as the Administrative Agent or the Collateral Agent may reasonably require from time to time to protect their interests; deliver certificates of each such policies (and if reasonably requested, certified copies of all such policies) to the Collateral Agent; cause each such policy, to the extent customarily available at a commercially reasonable cost, to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to

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the Administrative Agent and the Collateral Agent (giving the Administrative Agent and the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than 30 days’ prior written notice thereof by the insurer to the Administrative Agent and the Collateral Agent; deliver to the Administrative Agent and the Collateral Agent, prior to the cancellation, modification or non-renewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent and the Collateral Agent) together with evidence reasonably satisfactory to the Administrative Agent and the Collateral Agent of payment of the premium therefor.

(c)If at any time the area in which the Premises (as defined in the Mortgages) are located is designated (i) a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time reasonably require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time reasonably require.

(d)With respect to any Mortgaged Property, carry and maintain comprehensive general liability insurance including the “broad form CGL endorsement” and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) and umbrella liability insurance against any and all claims, in no event for a combined single limit of less than $25,000,000, naming the Collateral Agent as an additional insured, on forms reasonably satisfactory to the Collateral Agent.

(e)Notify the Administrative Agent and the Collateral Agent promptly whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.02 is taken out by any Loan Party; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies.

5.03Payment of Obligations and Taxes.  Pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect to any such Indebtedness, obligations, Tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be diligently contested in good faith by appropriate proceedings and the Borrower shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation, tax, assessment or charge and enforcement of a Lien and, in the case of a Mortgaged Property of the Borrower or any Restricted Subsidiary, there is no immediate actual risk of forfeiture of such property.

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5.04Financial Statements, Reports, etc.  In the case of the Borrower, furnish to the Administrative Agent, which shall promptly furnish the following information to each Lender in accordance with its customary practice:

(a)within 90 days after the end of each fiscal year, commencing with the fiscal year in which the Closing Date occurs, its consolidated and consolidating balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries and the Guarantors as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries and the Guarantors during such year, together with comparative figures for the immediately preceding fiscal year, all audited by independent public accountants of recognized standing and accompanied by an opinion of such accountants to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower, its consolidated Subsidiaries and the Guarantors, on a consolidated and consolidating basis, in accordance with GAAP consistently applied (which opinion shall not be qualified as to scope or contain any going concern or other qualification (except for any such qualification pertaining to one or more debt maturities occurring within 12 months of the date of the relevant audit opinion));

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year, commencing with the fiscal quarter in which the Closing Date occurs, its consolidated and consolidating balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries and the Guarantors as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries and such Guarantors during such fiscal quarter and the then elapsed portion of the fiscal year, together with comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of the Financial Officers of the Borrower, as fairly presenting the financial condition and results of operations of the Borrower, its consolidated Subsidiaries and the Guarantors, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;

(c)concurrently with any delivery of financial statements under Section 5.04(a) or 5.04(b), a certificate of the accounting firm (in the case of Section 5.04(a)) (to the extent that the accounting firm is willing to provide such certificate in accordance with its customary business practice) or Financial Officer (in the case of Section 5.04(a) and (b)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred as of the last day of the period to which such financial statements relate, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) in the cases of the certificates delivered with respect to Sections 5.04(a) and 5.04(b) providing a summary by the Financial Officer (but not the accounting firm) of the pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements and (iii) in the cases of certificates delivered with respect to Section 5.04(a) (commencing with financial statements delivered for the fiscal year ended December 31, 2015) setting forth computations by the Financial Officer (but not the accounting firm) in reasonable detail satisfactory to the Administrative Agent of Excess Cash Flow for the relevant Excess Cash Flow Period;

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(d)to the extent applicable, promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed to its shareholders, as the case may be (provided that the Borrower shall not be required to deliver separately such material to the Administrative Agent or any Lender, so long as the Administrative Agent and Lenders have access to such publicly available materials);

(e)promptly after the receipt thereof by the Borrower, the Guarantors or any of their respective Subsidiaries, a copy of any final “management letter” received by any such Person from its certified public accountants relating to any deficiency or weakness in accounting practices or in reported results of the Borrower, any Subsidiary or any Guarantor and the management’s response thereto to the extent such accountants are willing to provide such letters;

(f)within 60 days after the beginning of each fiscal year, a budget for the Borrower in reasonable detail on a quarterly basis for such fiscal year as customarily prepared by management of the Borrower for its internal use similar in scope with the financial statements provided pursuant to Section 5.04(a), prepared in summary form, in each case, with appropriate presentation and discussion of the principal assumptions upon which such budgets are based, accompanied by the statement of a Financial Officer of the Borrower to the effect that the budget of the Borrower is a reasonable estimate for the periods covered thereby and, promptly when available, any significant revisions of such budget, balance sheet and related statements of income, stockholders’ equity and cash flows;

(g)promptly after the request by the Administrative Agent on its own behalf or on behalf of any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

(h)in the event that the Borrower or any of its ERISA Affiliates intend to establish, sponsor, maintain or contribute or have any obligation or liability with respect to any Plan subject to Title IV of ERISA, the Borrower shall promptly, and in any event within 10 Business Days prior to establishing, maintaining or contributing, as applicable, to such Plan, inform the Administrative Agent of such intention.  Neither the Borrower nor any of its ERISA Affiliates shall establish, sponsor, maintain or contribute to any Plan that would result in any obligation or liability that would result in, or could reasonably be expected to result in, a Material Adverse Effect;

(i)promptly following any request by the Administrative Agent on its own behalf or on behalf of a Lender, copies of (i) any documents described in Section 101(k)(l) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Multiemployer Plan and (ii) any notices described in Section 101(l)(1) of ERISA that the Borrower or any of its ERISA Affiliates may request with respect to any Plan or Multiemployer Plan; provided that if the Borrower or any of its ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of the applicable Plan or Multiemployer Plan, the Borrower or its ERISA Affiliates shall promptly make a request for such documents or notices from the such

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administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof;

(j)if, as a result of any change in accounting principles and policies from those used in the preparation of the consolidated financial statements of the Borrower for the fiscal year ended on December 31, 2012, the consolidated financial statements of the Borrower delivered pursuant to Section 5.04(a) or 5.04(b) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such Sections had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation with respect to such financial statements that would have otherwise been delivered; and

(k)promptly, from time to time, after reasonable notice is given, such other information regarding the operations, business affairs and financial condition of the Borrower, any Subsidiary or any Guarantor, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

5.05Litigation and Other Notices.  Furnish to the Administrative Agent prompt written notice after obtaining knowledge thereof of the following:

(a)any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b)the filing or commencement of any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, (i) against the Borrower or any of its Restricted Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or (ii) challenging the validity, enforceability or priority of any Loan Document;

(c)the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or the Restricted Subsidiaries in an aggregate amount exceeding $5,000,000;

(d)the occurrence of a Casualty Event or a series of Casualty Events with a value of at least $5,000,000 or any other event or series of events which could reasonably be expected to adversely affect the value of the Collateral by at least $5,000,000; and

(e)any other development that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.

5.06Information Regarding Collateral.

(a)Furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name, (ii) in the jurisdiction of organization or formation of any Loan Party, (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number.  The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless, prior to or substantially concurrently therewith, all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid,

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legal and perfected security interest in all the Collateral secured by it under any Security Document.

(b)In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the Administrative Agent upon its reasonable request a certificate of a Financial Officer setting forth the information required pursuant to Schedules I and VI of the Guarantee and Collateral Agreement or confirming that there has been no change in such information since the date of the Perfection Certificate delivered pursuant to Section 4.01(k)(i) or the date of the most recent certificate delivered pursuant to this Section 5.06.

5.07Maintaining Records; Access to Properties and Inspections; Annual Meetings.  Keep proper books and records and accounts in which full, true and correct entries in conformity with GAAP and all Requirements of Law are made of all dealings and transactions in relation to its business and activities.  The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent on its own behalf or on behalf of any Lender to visit and inspect the financial records and the properties of such Person during normal business hours and upon reasonable prior notice and as often as reasonably requested (but in no event more than once annually unless a Default or Event of Default shall have occurred and be continuing) and to make extracts from and copies of such financial records, and permit any such representatives designated by the Administrative Agent (on behalf of itself or any Lender) to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor; provided, however, that when a Default or Event of Default exists the Administrative Agent on its own behalf or on behalf of any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower.  Within 150 days after the end of each fiscal year of the Borrower, at the request of the Administrative Agent or Required Lenders, hold a conference call (at a mutually agreeable time the costs of call to be paid by the Borrower) with all Lenders who choose to attend such meeting, at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of the Borrower and its Subsidiaries and the budgets presented for the current fiscal year of the Borrower and its Subsidiaries.

5.08Use of Proceeds.  Use the proceeds of the Term Loans only for the purposes set forth in Section 3.23.

5.09Employee Benefits.  (a) Comply in all material respects with the applicable provisions of ERISA and the Code, solely as it relates to Plans, and (b) furnish to the Administrative Agent as soon as possible after, and in any event within ten days after any Responsible Officer of the Borrower or any ERISA Affiliate knows or has reason to know that, any ERISA Event has occurred that, alone or together with any other ERISA Event could reasonably be expected to result in liability of the Borrower or any ERISA Affiliate in an aggregate amount exceeding $5,000,000, a statement of a Financial Officer of the Borrower setting forth details as to such ERISA Event and the action, if any, that the Borrower proposes to take with respect thereto.

5.10Compliance with Environmental Laws.  Comply, and require all lessees and other Persons occupying its properties to comply, in all material respects with all Environmental Laws applicable to its operations and Real Property; obtain and renew all material environmental

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permits necessary for its operations and properties; and conduct any required remedial action to the extent required by and in material compliance with Environmental Laws; provided, however, that none of the Borrower nor any Restricted Subsidiary (other than any Immaterial Subsidiary) shall be required to undertake any such remedial action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

5.11Environmental Reporting.  (a) The Borrower, shall give the Administrative Agent prompt notice (containing reasonable detail) upon obtaining knowledge of any matter that would reasonably be expected to result in the Borrower or any Restricted Subsidiary (other than any Immaterial Subsidiary) incurring Environmental Liabilities in excess of $1,000,000 in the aggregate, and (b) if (i) notice is provided to the Administrative Agent under Section 5.11(a), or (ii) a breach of Section 5.10 shall have occurred and be continuing for more than 30 days without the Borrower or any Domestic Subsidiary commencing activities reasonably likely to cure such breach, at the written request of the Required Lenders through the Administrative Agent, provide to the Lenders within 45 days after such notice or request, at the expense of the Loan Parties, an environmental site assessment report regarding the matters which are the subject of such notice or request prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent.

5.12Further Assurances.  Take the following actions, in each case subject to clause (f) of this Section 5.12:

(a)The Borrower shall execute any and all further documents, agreements and instruments, and take all further action (including filing UCC and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents.  In addition, from time to time, the Borrower will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall reasonably designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Borrower and the Guarantors (including real and other properties acquired or any properties leased by the Borrower or any Guarantor subsequent to the Closing Date consisting of manufacturing facilities or otherwise with a fair market value in excess of $2,500,000 (with respect to properties leased by the Borrower or any Guarantor, after taking into account the rental payments and the term of such lease))), subject to such exceptions as are contained or may hereafter be contained in the Security Documents from time to time.  Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent, and the Borrower shall deliver or cause to be delivered to the Lenders all such instruments and documents (including, without limitation, legal opinions, title insurance policies, lien searches and such other certificates, affidavits and documents as are consistent with those delivered in connection with the Collateral on the Closing Date) as the Collateral Agent shall reasonably request to evidence compliance with this Section.  The

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Borrower and the Guarantors agree to provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien.  In furtherance of the foregoing, the Borrower will give prompt notice to the Administrative Agent of the acquisition or lease by it or any other Loan Party, of any manufacturing facilities and any real property (or any interest in real property) having a value in excess of $2,500,000 (with respect to properties leased by the Borrower or any Guarantor, after taking into account the rental payments and the term of such lease).  Notwithstanding anything herein or in any Loan Agreement to the contrary, in no event shall any Loan Party be required to pledge more than 65% of the voting stock of any Foreign Subsidiary owned by such Loan Party (and, for the avoidance of doubt, no foreign Subsidiary shall be required to pledge any of its assets and no Foreign Subsidiary shall be a Guarantor under any Loan Documents), except to the extent expressly required pursuant to Section 6.01(n) or Section 6.01(p).

(b)Upon the acquisition or formation by any of the Loan Parties of any Domestic Subsidiary, or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, in each case, that is a wholly owned Restricted Subsidiary and a Material Subsidiary, the Borrower shall cause the Person so acquired or formed (each an “Additional Guarantor”), as the case may be, to become a Guarantor of the Obligations.  Such Additional Guarantor shall become a Loan Party by executing the Guarantee and Collateral Agreement and each applicable Security Document in favor of the Collateral Agent.  In addition, (i) such Additional Guarantor shall execute and deliver such agreements and documents as the Administrative Agent, Collateral Agent or the Required Lenders may reasonably request (including, without limitation, the agreements and documents referred to in Section 4.01(i) with respect to any Real Property) to grant a perfected Lien in respect of substantially all of its real and personal property in favor of the Collateral Agent and the Lenders (other than Real Property with a fair market value of less than $2,500,000), subject to such exceptions as are contained or may hereafter be contained in the Security Documents from time to time, and (ii) the Loan Parties owning Equity Interests in such Additional Guarantor shall pledge all such Equity Interests in such Additional Guarantor. Notwithstanding any exclusions set forth above, no Subsidiary may guarantee the ABL Facility that does not also guarantee the Obligations pursuant to the Guarantee and Collateral Agreement.

(c)Promptly following the Administrative Agent’s reasonable request, the Borrower shall execute, or shall cause its relevant  Restricted Subsidiaries to execute any and all further related documents and take all further related action that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may request in their sole discretion, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents.

(d)Promptly following the Administrative Agent’s reasonable request, execute Mortgages and any and all further related certificates, affidavits and documents and take all further related action that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may request in their sole discretion, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the Security Documents.

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(e)If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Agent.

(f)The Borrower shall, and shall cause the other Loan Parties to, take all actions and deliver all instruments and documents required under this Section 5.12 (including the granting and perfecting of Liens and security interests as described above) to be undertaken promptly following the acquisition of any assets described above, provided, that such actions and deliveries shall occur on or before the later of (A) the applicable date(s) pursuant to clauses (a)-(e) of this Section 5.12 and (B) (x) with respect to Real Property, within 30 Business Days after the date of acquisition of such Real Property, and (y) with respect to personal property (including any Equity Interests), within 5 Business Days after the date of the acquisition of such personal property acquisition.

(g)Each of the Borrower and each Guarantor that is a lessee of, or becomes a lessee of, real property on or in which it will maintain, store, hold or locate all or any of its assets that constitute Fixed Asset Agent Priority Collateral or Pari Passu Collateral and have an aggregate fair market value of at least $500,000 is, and will be, required to use commercially reasonable efforts (which shall not require the expenditure of cash under any relevant lease that was in effect on the Closing Date or if such Guarantor was not a Guarantor on the Closing Date, the date such Guarantor became a Guarantor) to deliver to the Collateral Agent a landlord waiver, substantially in the form of Exhibit N, executed by the lessor of such real property; provided that with respect to any lease entered into after the Closing Date by the Borrower or any Guarantor or any lease, the lessee of which becomes a Guarantor after the Closing Date, shall have 60 days from the date of such lease or the date of becoming a Guarantor to satisfy such requirement and shall be relieved of such obligation with respect to any landlord waiver to the extent such lessor has refused to deliver such a waiver following such Person’s use of such commercially reasonable efforts.  Each of the Borrower and each Guarantor that provides any of its assets that constitute Fixed Asset Agent Priority Collateral or Pari Passu Collateral and have an aggregate fair market value of at least $500,000 to a bailee, consignee or warehouseman (other than a third party processor in the ordinary course of business) agrees to be bound by the terms of the immediately preceding sentence, mutatis mutandis; provided, that (i) the terms “landlord”, “lessee” and “lease” shall be replaced, respectively, with the terms “bailee”, “consignee” or “warehouseman”, as applicable, “bailor”, “consignor” or “borrower”, as applicable, and the “applicable agreement” and (ii) the condition that the lessee maintain, store, hold or locate all or any of its assets that constitute Fixed Asset Agent Priority Collateral or Pari Passu Collateral and have an aggregate fair market value of at least $500,000 shall instead be replaced with the condition that the fair market value of the assets subject to the applicable bailment or consignment have a fair market value of at least $500,000.  In addition, each of the Borrower and each Guarantor shall, to the extent it delivers a landlord, bailee, consignee or warehouseman waiver to the administrative agent for the benefit of the lenders under the ABL Facility and has not already delivered such a waiver under this Section 5.12(g), concurrently with such delivery, deliver a comparable waiver from the applicable landlord, bailee, consignee or warehouseman to the Collateral Agent. Notwithstanding anything to the contrary in the foregoing, neither the Borrower nor any

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Guarantor will be obligated to deliver a landlord, bailee, consignee or warehouseman waiver to the Collateral Agent to the extent otherwise required under this Section 5.12(g) if (a) the Borrower or any such Guarantor, as the case may be, was subject to a covenant substantially similar to the one contained in this Section 5.12(g) to any creditor within the prior five years, (b) the Borrower or such Guarantor, as the case may be, had used its commercially reasonable efforts to obtain such a waiver from any such landlord, bailee, consignee or warehouseman, as applicable, and (c) such landlord, bailee, consignee or warehouseman, as the case may be, refused to deliver such waiver.

5.13Maintenance of Ratings.  Use commercially reasonable efforts to cause the Term Loans and the Borrower’s corporate credit to continue to be rated by Standard & Poor’s Ratings Group and Moody’s Investors Service Inc. (but not to maintain a specific rating).

5.14Designation of Subsidiaries.   The Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) no Subsidiary may be designated as an Unrestricted Subsidiary if the Borrower or any remaining Restricted Subsidiary is directly or indirectly responsible (including by virtue of a Guarantee) for any Indebtedness of or has any obligation to provide credit support or to maintain or preserve such Subsidiary’s financial condition or to cause such Subsidiary to achieve any specified levels of operating results, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if it is a “restricted subsidiary” for the purposes of any other Indebtedness of the Borrower and (iv) if a Restricted Subsidiary that was a Subsidiary of the Borrower as of the Closing Date is being designated as an Unrestricted Subsidiary hereunder, the fair market value of the equity in such Subsidiary as of such date of designation measured as of the date of such Subsidiary’s designation as an Unrestricted Subsidiary, shall not exceed $2,500,000.  The designation of any Subsidiary as an Unrestricted Subsidiary after the date hereof shall constitute an Investment by the Borrower and its Restricted Subsidiaries, as applicable, therein at the date of designation in an amount equal to the fair market value of the equity in such Subsidiary and such designation shall only be permitted to the extent permitted under Section 6.03.  The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (X) the incurrence at the time of designation of any Investment, Indebtedness and/or Liens of such Subsidiary existing at such time and (Y) a return on any Investment by the Borrower or any Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of Borrower’s and its Restricted Subsidiaries’ (as applicable) Investment in such Subsidiary.  All such designations must be evidenced by a certificate of a Financial Officer delivered to the Administrative Agent certifying compliance with the foregoing provisions of this Section 5.14.

5.15Post-Closing Collateral Matters.  Execute and deliver the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified on such schedule, or such later date(s) as the Administrative Agent may agree in its discretion.

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ARTICLE VI.
Negative Covenants

From and after the Closing Date, the Borrower covenants and agrees with each Lender that, so long as the Commitments shall remain in existence and until the Obligations (other than any unasserted contingent reimbursement or indemnity obligations) have been paid in full in cash, unless the Required Lenders shall otherwise consent in writing, it will not, and will not cause or permit any of its Restricted Subsidiaries:

6.01Indebtedness.  Incur, create, assume or permit to exist any Indebtedness, except:

(a)Indebtedness of the Borrower and its Restricted Subsidiaries existing on the Closing Date and set forth in Schedule 6.01 and any Indebtedness evidencing a refinancing, refunding, renewal or extension of such Indebtedness; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness either (i) has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Indebtedness being renewed or refinanced (without giving effect to any prepayments of originally scheduled amortization of such Indebtedness being renewed or refinanced) or (ii) has a final maturity that is more than 91 days after the Latest Maturity Date hereunder and (C) the covenants, events of default, Liens, subordination and other provisions (other than interest rates) thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders in any material respect than those contained in the Indebtedness being renewed or refinanced;

(b)(i) Indebtedness created hereunder and under the other Loan Documents and (ii) Indebtedness incurred pursuant to the ABL Facility (including the guarantees of the Borrower’s obligations thereunder by the Guarantors hereunder) in an amount not to exceed the Maximum RCF Debt Amount (as defined in the ABL Intercreditor Agreement), subject to the limitations set forth in the ABL Intercreditor Agreement;

(c)intercompany Indebtedness of the Borrower and the Restricted Subsidiaries to the extent permitted by Sections 6.03(c) or (o);

(d)Indebtedness under performance bonds or with respect to workers’ compensation claims, property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid and surety bonds and completion guaranties in each case incurred in the ordinary course of business;

(e)Indebtedness incurred by the Borrower or the Restricted Subsidiaries with respect to Hedging Agreements in the ordinary course of business and not for speculative purposes; provided that if such Indebtedness relates to interest rates, (i) such Indebtedness relates to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Indebtedness at the time incurred does not exceed the principal amount of the Indebtedness to which such Indebtedness relates;

(f)(i) Indebtedness incurred by the Borrower or the Restricted Subsidiaries in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, in

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each case, other than Indebtedness for borrowed money and (ii) Indebtedness arising from the honoring of a check or draft drawn against insufficient funds;

(g)guarantees and any other contingent obligations of the Borrower and the Restricted Subsidiaries in respect of Indebtedness otherwise permitted hereunder (both before or after any liability associated therewith becomes fixed), subject to any limitations set forth in the other subsections of this Section 6.01 or in any defined terms contained herein;

(h)Indebtedness (including reimbursement obligations) which may be deemed to exist pursuant to letters of credit issued in (I) connection with any Indebtedness pursuant to clauses (d) or (i) hereunder (but subject in any case to the monetary limitations set forth in such clauses) or (II) accordance with a letter of credit and reimbursement facilities to be entered into by the Borrower in an aggregate principal and/or face amount not to exceed $15,000,000 at any one time outstanding; provided, that the covenants, events of default and other provisions (other than interest rates) thereof (including any guarantees thereof) shall be, in the aggregate, no more restrictive than those contained under the Loan Documents (other than in respect of any collateral thereof);

(i)Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, holdbacks, working capital or other purchase price adjustments, earn-outs, non-compete agreements, deferred compensation or similar obligations in connection with transactions not prohibited hereunder;

(j)Indebtedness with respect to Capital Lease Obligations and Synthetic Lease Obligations in an aggregate amount, together with all Indebtedness incurred pursuant to clause (l) of this Section 6.01, not to exceed at any one time outstanding the greater of (x) $15,000,000 or (y) 3.0% of the Total Assets of the Borrower and its Restricted Subsidiaries, taken as a whole;

(k)Indebtedness owed to any Person providing property, casualty, business interruption or liability insurance to the Borrower or any Restricted Subsidiary, so long as such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the annual period in which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such year;

(l)Purchase money Indebtedness in an aggregate amount, together with all Indebtedness incurred pursuant to clause (j) of this Section 6.01, not to exceed at any one time outstanding the greater of (x) $15,000,000 or (y) 3.0% of the Total Assets of the Borrower and its Restricted Subsidiaries, taken as a whole;

(m)[Reserved];

(n)Indebtedness consisting of Permitted Unsecured Debt or Permitted Second Lien Debt; provided that (x) after giving effect thereto and the application of proceeds therefrom the Total Net Leverage Ratio would not exceed 5.50:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financials statements have been delivered pursuant to Section 5.04(a) or (b), as applicable and (y) to the extent such Indebtedness incurred pursuant to this Section 6.01(n) is (A) guaranteed by any guarantors that are not Guarantors hereunder or (B) with respect to Permitted Second Lien Debt, secured by any assets

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that do not also secure the Obligations, such guarantors shall become Guarantors and such assets shall become Collateral, in each case, pursuant to the procedures set forth in Section 5.12; provided that the foregoing clause (y) shall not apply only to the extent that the providing of such guarantees or security could reasonably be expected to result in adverse tax consequences to the Borrower based on the foreign status of such guarantors or assets (and such adverse tax consequences would not apply to any guarantees or security otherwise provided to support such Permitted Unsecured Debt or Permitted Second Lien Debt, as applicable);

(o)Indebtedness of a Person that becomes a Restricted Subsidiary after the date hereof in connection with an Investment permitted hereby or a Permitted Acquisition, and any refinancing, refunding, renewal or extension thereof to the extent such refinancing, refunding, renewal or extension would have been permitted had such Indebtedness been permitted under Section 6.01(a) hereof; provided, however, that (x) such Indebtedness existed at the time such Person became a Restricted Subsidiary and was not created in contemplation thereof, (y) with respect to any such Indebtedness that is secured by a first priority lien, the First Lien Net Leverage Ratio would not exceed 4.00:1.00 and (z) with respect to any such Indebtedness that is unsecured or secured by a junior lien, the Total Net Leverage Ratio would not exceed 5.50:1.00, in each case on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financials statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, after giving effect to such incurrence and the application of proceeds therefrom;

(p)Indebtedness consisting of Permitted Pari Passu Debt; provided that (x) after giving effect thereto and the application of proceeds therefrom the First Lien Net Leverage Ratio would not exceed 4.00:1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financials statements have been delivered pursuant to Section 5.04(a) or (b), as applicable and (y) to the extent such Indebtedness incurred pursuant to this Section 6.01(p) is (A) guaranteed by any guarantors that are not Guarantors hereunder or (B) secured by any assets that do not also secure the Obligations, such guarantors shall become Guarantors and such assets shall become Collateral, in each case, pursuant to the procedures set forth in Section 5.12; provided that the foregoing clause (y) shall not apply only to the extent that the providing of such guarantees or security could reasonably be expected to result in adverse tax consequences to the Borrower based on the foreign status of such guarantors or assets (and such adverse tax consequences would not apply to any guarantees or security otherwise provided to support such Permitted Pari Passu Debt);

(q)notes secured on a pari passu basis with the Liens securing the Obligations, issued in lieu of (and which shall utilize availability in respect of) Incremental Term Loans otherwise permitted to be incurred under Section 2.18(a) and any refinancing, refunding, renewal or extension thereof to the extent such refinancing, refunding, renewal or extension would have been permitted had such Indebtedness been permitted under Section 6.01(a) hereof; provided, that (x) any such Indebtedness shall satisfy the applicable requirements for Incremental Term Loans set forth in Section 2.18(b)(v) and Section 2.18(b)(vi), (y) at the time of incurrence of such Indebtedness, no Default or Event of Default shall have occurred or be continuing or would result therefrom and (z) such Indebtedness must be subject to the applicable Intercreditor Agreements (and the Lenders direct and authorize the Agents to enter into any such Intercreditor Agreement on their behalf);

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(r)other Indebtedness of the Borrower and the Restricted Subsidiaries (whether or not of a type listed in the other provisions of this Section 6.01) in an aggregate principal amount not exceeding the greater of (x) $15,000,000 or (y) 3.0% of the Total Assets of the Borrower and its Restricted Subsidiaries, taken as a whole, at any time outstanding; or

(s)Acquisition Indebtedness.

For purposes of determining the outstanding principal amount of any particular Indebtedness  incurred pursuant to this Section 6.01, Indebtedness permitted by this Section 6.01 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

6.02Liens.  Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any Person, including the Borrower or any Restricted Subsidiary now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof (collectively referred to in this Section 6.02 as the “Assets”)), except:

(a)Liens on assets of the Borrower and the Restricted Subsidiaries existing on the Closing Date and set forth on Schedule 6.02 (including securing Indebtedness permitted pursuant to Section 6.01(a), including refinancings thereof permitted hereunder, so long as any asset securing such refinanced Indebtedness also secured the related existing Indebtedness), or that secures intercompany Indebtedness in which the lender is the Borrower or a Guarantor permitted under Section 6.01(c);

(b)(i) any Lien created or otherwise permitted under the Loan Documents and (ii) any Lien securing ABL Obligations created pursuant to the ABL Loan Documents (and that are subject to the ABL Intercreditor Agreement);

(c)Liens for taxes not yet due or which are being contested in compliance with Section 5.03;

(d)landlord’s, banks’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (or imposed by law) and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;

(e)pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(f)pledges or deposits of cash and cash equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers of property, casualty or liability insurance in the ordinary course of business;

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(g)Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto permitted under Section 6.01 and rights which may arise under state insurance guarantee funds relating to any such insurance policy;

(h)deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), subleases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(i)zoning restrictions, easements, covenants, conditions, environmental and other land use laws, rules and regulations, utility agreements, reservations, encroachments, rights-of-way, restrictions on use of real property, minor imperfections of title, minor survey defects and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the Assets subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;

(j)Liens securing Indebtedness permitted under Sections 6.01(j) and (l); provided that (i) such Liens secure Indebtedness incurred to finance the acquisition, construction or improvement of any equipment, machinery, fixed or capital assets or Capital Lease Obligations and Synthetic Lease Obligations, (ii) such Liens are incurred, and the Indebtedness secured thereby is created, within 180 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property, improvements, equipment or machinery at the time of such acquisition (or completion of construction or improvement) and (iv) such security interests, unless granted as part of a group financing provided in connection with related equipment, do not apply to any property or assets of the Borrower or any Restricted Subsidiary other than the equipment, machinery, fixed or capital assets which are acquired, constructed or improved, or directly related assets, including, without limitation, accessions thereto and proceeds thereof;

(k)any interest or title of a lessor or sublessor under any lease of real estate, or any licensor of Intellectual Property entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business;

(l)ground leases in respect of real property (and the rights of landlords thereunder) on which facilities owned or leased by the Borrower or its Restricted Subsidiaries are located;

(m)Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods;

(n)receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;

(o)Liens solely on cash earnest money deposits made by the Borrower or any Restricted Subsidiary in connection with a letter of intent or purchase agreement permitted hereunder;

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(p)purported Liens evidenced by precautionary Uniform Commercial Code financing statements filed in the ordinary course of business;

(q)Liens securing reimbursement obligations with respect to documentary letters of credit;

(r)Liens consisting of cash collateral in support of the Indebtedness under any letter of credit facility permitted under Section 6.01(h) in accordance with the terms thereof and on deposits or other accounts securing up to 105% of the face amount of any issued and outstanding letters of credit;

(s)licenses of patents, trademarks and other intellectual property rights granted to or by the Borrower or the Restricted Subsidiaries in the ordinary course of business;

(t)Liens arising out of consignment or similar arrangements for the sale by the Borrower or the Restricted Subsidiaries of goods through third parties in the ordinary course of business;

(u)Liens arising out of judgments or awards which do not result in a Default or Event of Default;

(v)Liens securing Indebtedness permitted pursuant to Section 6.01(o); provided, however, that such Liens do not extend to assets not subject to such Liens at the time of becoming a Restricted Subsidiary (other than improvements and attachments thereon, accessions thereto and proceeds thereof) and are no more favorable to the lienholders than the then-existing Lien;

(w)[Reserved];

(x)Liens to secure Indebtedness with respect to Hedging Agreements permitted under Section 6.01(e);

(y)in the case of any Unrestricted Subsidiary, any put and call arrangements or restrictions on dispositions of a Restricted Subsidiary’s Equity Interests in such Unrestricted Subsidiary set forth in the organizational documents or any related joint venture or similar agreement relating to such Unrestricted Subsidiary;

(z)Liens arising in connection with transactions relating to the selling or discounting of accounts receivable in the ordinary course of business;

(aa)licenses, leases, or subleases granted to other Persons not materially interfering with the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(bb)Liens securing obligations of any Persons in respect of employee deferred compensation and benefit plans in connection with “rabbi trusts” or other similar arrangements;

(cc)Liens securing Indebtedness permitted under Sections 6.01(n), 6.01(p) and 6.01(q) and subject to (other than with respect to Indebtedness of Foreign Subsidiaries secured

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only by foreign assets not constituting Collateral) the applicable Intercreditor Agreements (and the Lenders direct and authorize the Agents to enter into any such Intercreditor Agreement on their behalf);

(dd)Liens upon specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(ee)other Liens of the Borrower and the Restricted Subsidiaries (whether or not of a type listed in any other provision of this Section 6.02) securing Indebtedness and other obligations in an aggregate principal amount not exceeding the greater of (x) $15,000,000 or (y) 3.0% of the Total Assets of the Borrower and its Restricted Subsidiaries, taken as a whole at any time outstanding; and

(ff)Liens on Acquisition Indebtedness Net Proceeds in favor of Acquisition Indebtedness Providers.

6.03Investments, Loans and Advances.  Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any other Investment in, any other Person, except:

(a)Investments by the Borrower and the Restricted Subsidiaries in the Equity Interests of the Borrower or any of the Guarantors;

(b)Cash Equivalents;

(c)Investments made (i) among or between the Borrower and the Guarantors; (ii) by the Borrower or any Guarantor to any Restricted Subsidiary that is not a Guarantor in an aggregate amount at one time outstanding not to exceed $35,000,000 (plus additional Investments permitted to be made pursuant to clause (o) below); and (iii) by any Restricted Subsidiary that is not a Guarantor to the Borrower or any of the Restricted Subsidiaries; provided that if such Investment is an intercompany loan or advance, any such loan or advance to a Loan Party shall be subordinated to such Loan Party’s Obligations hereunder and/or under the Guarantee and Collateral Agreement and evidenced by the Intercompany Note and, in the case of a loan or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security Documents;

(d)(i) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivables arising from the grant of trade credit in the ordinary course of business and (ii) investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in the ordinary course of business;

(e)deposits, prepayments and other credits to suppliers made in the ordinary course of business;

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(f)Investments in any Person that is not a Subsidiary of the Borrower, to the extent such Person becomes a Restricted Subsidiary pursuant to a Permitted Acquisition;

(g)each Loan Party may make investments arising out of the receipt by such party of non-cash consideration for any Asset Sale permitted hereunder;

(h)guarantees and any other contingent obligations permitted under Section 6.01(g);

(i)[Reserved];

(j)[Reserved];

(k)advances to officers, directors and employees of the Borrower and its Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes consistent with past practice;

(l)Permitted Acquisitions or other transactions permitted by Section 6.04 hereof;

(m)Investments of any Restricted Subsidiary on the date it becomes a Restricted Subsidiary, to the extent such Investments were not made in contemplation or in connection with its becoming a Restricted Subsidiary;

(n)[Reserved];

(o)other Investments; provided that (i) immediately after giving effect to such transaction on a Pro Forma Basis, the Total Net Leverage Ratio shall be less than 4.00 to 1.00 and (ii) immediately after giving effect to such transaction on a Pro Forma Basis, Cash Liquidity shall not be less than $15,000,000;

(p)Investments of the Borrower and its Restricted Subsidiaries existing on the Closing Date and set forth in Schedule 6.03;

(q)Investments not to exceed the Available Amount, if any, minus (without duplication of any amounts subtracted pursuant to clause (a)(iii)(X) of the definition of Available Amount) the aggregate amount of Restricted Payments made pursuant to Section 6.05(a)(v); provided that no Available Amount shall be used to make an Investment under this clause (q) at any time when there exists and is continuing a Default or Event of Default; and

(r)Investments resulting from, or deemed to exist on account of, the purchase and sale among the Borrower and its Restricted Subsidiaries of cellulosic and plastic casing product and cellulosic and plastic extrusion, production and finishing equipment and parts, in each case, on fair and reasonable terms to each party that is a Loan Party as reasonably determined by each such Loan Party’s board of directors.

6.04Mergers, Consolidations and Acquisitions; Sales of Assets.

(a)Merge into or consolidate with any other Person, sell, transfer, lease or otherwise dispose of all or substantially all of its assets or liquidate or dissolve, except that:

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(i)any Restricted Subsidiary may merge with (A) the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (B) any one or more other Restricted Subsidiaries; provided that when any Loan Party is merging with another Restricted Subsidiary (1) the continuing or surviving Person shall be a Loan Party (including a new Loan Party) or (2) if the continuing or surviving Person is not a Loan Party, the acquisition of such Loan Party by such surviving Restricted Subsidiary is otherwise permitted under Section 6.03;

(ii)any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Restricted Subsidiaries and would not reasonably be expected to result in a Material Adverse Effect;

(iii)any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (A) the transferee must be a Loan Party, (B) to the extent constituting an Investment, such Investment must be a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.03 or (C) to the extent constituting a sale, transfer, lease or other disposition to a Restricted Subsidiary that is not a Loan Party, such  sale, transfer, lease or other disposition is for fair market value and any promissory note or other non-cash consideration received in respect thereof is a permitted Investment in a Subsidiary that is not a Loan Party in accordance with Section 6.03;

(iv)the Borrower may merge, amalgamate or consolidate with any other Person; provided that (A) the Borrower shall be the continuing or surviving Person, or (B) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any State thereof or the District of Columbia, (2) the Successor Borrower if other than the Borrower, shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (3) each Loan Party other than the Borrower, unless it is the other party to such merger, amalgamation or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of any Liens as security for, the Secured Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) each of the First Lien

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Net Leverage Ratio and the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financials statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, do not exceed the First Lien Net Leverage Ratio and the Total Net Leverage Ratio, as applicable, calculated as of the last day of the most recently ended Test Period for which financials statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, (5) such merger, amalgamation or consolidation shall be permitted by the terms of all other Material Indebtedness of any Loan Party and (6) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer and an opinion of counsel stating that such merger, amalgamation or consolidation complies with this Section 6.04(a)(iv); provided, further, that if the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents; provided, further, that no Default or Event of Default shall have occurred and be continuing;

(v)any Restricted Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 6.03; provided that if the continuing or surviving Person shall be a Restricted Subsidiary, then such Person, together with any of its Subsidiaries that will be Restricted Subsidiaries, shall have complied with the requirements of Section 5.12 and if the other party to such transaction is not a Loan Party, no Default or Event of Default exists after giving effect to such transaction; and

(vi)a Restricted Subsidiary may effect a merger, dissolution, liquidation consolidation or amalgamation or sale, transfer, lease or other disposition of all or substantially all of its assets to effect a transaction permitted pursuant to Section 6.04(b) and, to the extent applicable, Section 2.10; provided that if the other party to such transaction is not a Loan Party, no Default or Event of Default exists after giving effect to such transaction.

(b)Make any Asset Sale unless (i) such Asset Sale is for consideration at least 75% of which is cash (for which purpose, “cash” shall include (A) up to an aggregate during the term of this Agreement of $5,000,000 of Indebtedness or other liabilities that are assumed by the purchaser or retained by the obligor thereof (and for which the Borrower and its Restricted Subsidiaries shall thereafter have no liability with respect thereto) or that are otherwise cancelled, forgiven or terminated in connection with the transaction with such purchaser, (B) Indebtedness (other than the Secured Obligations), to the extent that such Indebtedness is then secured by a Lien permitted under Section 6.02 that is then either senior to or pari passu with the Lien then securing the Secured Obligations on the subject property, that are assumed by the purchaser or retained by the obligor thereof (and for which the Borrower and its Restricted Subsidiaries shall thereafter have no liability with respect thereto) or that is otherwise cancelled, forgiven or terminated in connection with the transaction with such purchaser; and (C) securities convertible to cash within 365 days after the Asset Sale); and (ii) such consideration is at least

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equal to the fair market value of the assets being sold, transferred, leased, swapped or disposed of; provided that the foregoing restrictions of clauses (i) and (ii) of this Section 6.04(b) shall not apply to: (x) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority that has condemned such property, transactions in lieu of eminent domain, and other dedications of property that are required to be made to Governmental Authorities, (y) mergers effected pursuant to Section 6.04(a) or (z) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such replacement property.

6.05Restricted Payments; Restrictive Agreements.

(a)Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Restricted Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders; (ii) the Borrower and the Restricted Subsidiaries may make Restricted Payments in the form of distributions payable solely in the common stock or other common Equity Interests of such Person; (iii) the Borrower may make Permitted Tax Distributions; (iv) the Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed $7,500,000 (plus other Restricted Payments in an aggregate amount not to exceed $20,000,000, so long as (a) immediately after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net Leverage Ratio shall be less than 3.50 to 1.00 and (b) at the time of such Restricted Payment no Default or Event of Default shall have occurred or be continuing); (v) the Borrower may declare and pay dividends, repurchase stock or make other distributions in an aggregate amount up to the Available Amount, if any (minus (without duplication of any amounts subtracted pursuant to clause (a)(iii)(Y) of the definition of Available Amount) the aggregate amount of Investments made pursuant to Section 6.03(q)), on the date of such dividend payment or distribution that the Borrower elects to apply to this Section 6.05(a); provided that no Available Amount shall be used to make a Restricted Payment under this clause (a)(v) at any time when there exists and is continuing a Default or Event of Default; (vi) the Borrower or any Restricted Subsidiary may make any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in any Restricted Subsidiary, to the extent permitted to be made as an Investment under Section 6.03; (vii) any Restricted Subsidiary may issue directors’ qualifying shares, and the Borrower and any Restricted Subsidiary may, if no Default or Event of Default has occurred and is continuing or would exist after giving effect thereto, purchase or otherwise acquire shares of Capital Stock of the Borrower and any Restricted Subsidiary from employees, former employees, directors or former directors of the Borrower and such Restricted Subsidiary (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Borrower under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such repurchases and other acquisitions in any calendar year shall not exceed the sum of (x) $2,000,000 and (y) the aggregate amount of Restricted Payments permitted (but not made) pursuant to this clause (vii) in the immediately preceding calendar year; (viii) repurchases of Capital Stock deemed to occur upon exercise of stock options, warrants or other

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similar rights if such Capital Stock represents a portion of the exercise price of such options, warrants or other similar rights; (ix) if no Event of Default shall have occurred and be continuing or would exist after giving effect thereto, the acquisition of any shares of Qualified Capital Stock of the Borrower either (i) solely in exchange for other shares of Qualified Capital Stock of the Borrower or (ii) through the application of net proceeds of a sale for cash (other than to a Subsidiary of the Borrower) of shares of Qualified Capital Stock of the Borrower within 60 days after such sale; and (x) payments or distributions to dissenting stockholders of Capital Stock of the Borrower pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the  provisions of this Agreement applicable to mergers, consolidations and transfers of all or substantially all of the property and assets of the Borrower or any of its Restricted Subsidiaries.

(b)Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets as security for the Secured Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Loan Party or to Guarantee Indebtedness of the Borrower or any other Loan Party; provided that the foregoing shall not apply to (A) restrictions and conditions imposed by law or by any Loan Document or an Indebtedness permitted under Section 6.01(a), (b) or (n), (B) customary restrictions and conditions contained in agreements relating to the sale of a subsidiary pending such sale; provided that such restrictions and conditions apply only to the subsidiary that is to be sold and such sale is permitted (or expected to be permitted) hereunder, (C) to restrictions or conditions imposed by any agreement relating to secured Indebtedness or effecting a refinancing of such Indebtedness permitted hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (D) restrictions or conditions imposed by any agreement relating to unsecured Indebtedness in favor of the Borrower or any Guarantor or effecting a refinancing of such Indebtedness permitted hereunder, (E) customary provisions in leases and other contracts restricting the assignment thereof, (F) software and other Intellectual Property licenses pursuant to which the Borrower or any Restricted Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject of the applicable license), (G) prohibitions and limitations in effect on the date hereof and listed on Schedule 6.05, (H) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures permitted hereby, (I) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (J) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 6.04, (K) any agreement in effect at the time any Person becomes a subsidiary of the Borrower or an Guarantor, so long as such agreement was not entered into in contemplation of such Person becoming a subsidiary of the Borrower or an Guarantor and such agreement relates to such subsidiary and/or its assets only, (L) to any contractual obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject to the applicable contractual obligation, (M) restrictions on the transfer of assets subject to any Lien permitted under this Agreement, (N) restrictions contained in the terms of the Purchase Money Indebtedness or Capitalized Lease Obligations not incurred in violation of this Agreement; provided, that such restrictions relate only to the assets financed with such Indebtedness, (O) restrictions in other Indebtedness incurred in compliance with Section 6.01, provided that such

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restrictions, taken as a whole, are, in the good faith judgment of the Borrower’s Board of Directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing agreements referenced in clauses (A) and (N) above, (P) restrictions imposed on any Foreign Subsidiary resulting from the operation of covenants contained in documentation governing Indebtedness of such Foreign Subsidiary permitted under this Agreement, (Q) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, or (R) an agreement governing Indebtedness incurred to refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (A) and (N) above and otherwise permitted; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to or more restrictive on the Borrower in any material respect as determined by the Board of Directors of the Borrower in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (A) and (N) above.

6.06Transactions with Affiliates.  Except for transactions between or among Loan Parties, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates (other than Affiliated Lenders in connection with the Loan Documents), except that (i) the Borrower or any Restricted Subsidiary may engage in any of the foregoing transactions in the ordinary course of business on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (ii) the Borrower or any Restricted Subsidiaries may engage in any of the foregoing transactions, whether or not in the ordinary course of business, if such transactions are on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, and: (1) such transaction, together with any related transactions, involves consideration of less than $5,000,000; or (2) such transaction, together with any related transactions, involves consideration of at least $5,000,000 (inclusive), and has been approved by a majority of the disinterested members of the Borrower’s board of directors, (iii) the Borrower and the Restricted Subsidiaries may engage in transactions permitted by Sections 6.01(b)(ii), 6.02(b)(ii), 6.03, 6.04 and/or 6.05, (iv) the Borrower and any Restricted Subsidiary may provide indemnification rights and directors’ and officers’ liability insurance coverage to any of its or its subsidiaries’ directors and officers similar to those currently in effect or containing reasonable additional indemnification rights, (v) Affiliates may make contemporaneous purchase and/or sales of assets, Capital Stock, bonds, notes, debentures or other debt securities, bank loans, participations or similar obligations of the Borrower and its Restricted Subsidiaries, (vi) any agreement as in effect as of the Closing Date and any amendment, consent, waiver or other modification with respect thereto or replacement agreement thereto so long as any such amendment, consent, waiver or other modification with respect thereto or replacement agreement thereto is not more disadvantageous to the Lenders when taken as a whole as compared to the original agreement as in effect on the Closing Date; (vii) any merger or other transaction with an Affiliate pursuant to Section 6.04(a)(iv) solely for the purpose of reincorporating the Borrower in another jurisdiction in the United States; (viii) the Borrower and the Restricted Subsidiaries may engage in intercompany transactions among each other permitted by Sections 6.01(c) and (g) and Section 6.02(s); and (ix) the Borrower and the Subsidiaries may engage in intercompany transactions among each other permitted by Section 6.02(y).

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6.07Business of the Borrower and the Restricted Subsidiaries.  Neither the Borrower nor any Restricted Subsidiary shall engage at any time in any business or business activity other than a Permitted Business.

6.08Other Indebtedness and Agreements.

(a)Permit (i) any waiver, supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Material Indebtedness of the Borrower or any of the Restricted Subsidiaries is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would reasonably be expected to result in a Material Adverse Effect, or (ii) any material waiver, supplement, modification or amendment of (x) its certificate of incorporation, by-laws, operating, management or partnership agreement or other organizational documents, (y) an agreement set forth on Schedule 6.08(a) or (z) any lease between the Borrower or a Guarantor and an Affiliate of the Borrower or such Guarantor that has the effect of increasing the rental amounts payable thereunder, in the case of clause (y) or (z), to the extent any such waiver, supplement, modification or amendment would be adverse to the Lenders (in their capacities as Lenders) in any material respect, and in the case of clause (x), to the extent any such waiver, supplement, modification or amendment would reasonably be expected to result in a Material Adverse Effect.

(b)Make (or give any notice in respect thereof) any payment or prepayment of principal on or redemption, repurchase, defeasance or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness outstanding under any Subordinated Indebtedness, Permitted Unsecured Debt or Permitted Second Lien Debt, except (i) any payment of principal at scheduled maturity, (ii) scheduled amortization payments of Permitted Unsecured Debt of Foreign Subsidiaries or Permitted Second Lien Debt of Foreign Subsidiaries, (iii) a refinancing permitted by Section 6.01(a), (iv) any payment to the extent made with Qualified Capital Stock of the Borrower or with the proceeds from the substantially concurrent sale of any Qualified Capital Stock of the Borrower, (v) any refinancing of Permitted Unsecured Debt or Permitted Second Lien Debt with other Permitted Unsecured Debt, Permitted Second Lien Debt, Subordinated Indebtedness or Equity Issuances (in the case of any Permitted Unsecured Debt, Permitted Second Lien Debt or Subordinated Indebtedness, only to the extent the same is permitted to be incurred in accordance with Section 6.01) or (vi) any payment required in connection with customary offers to repurchase upon an Asset Sale or a “change of control” or similar provision.  For purposes of clarification, the foregoing shall not be deemed to restrict the repayment of Acquisition Indebtedness with Acquisition Net Proceeds in the event the associated Prospective Acquisition is not consummated by the outside time required with respect thereto.

(c)Amend or modify, or permit the amendment or modification of, any provision of any ABL Loan Document, other than any amendment or modification that is in accordance with the provisions of the ABL Intercreditor Agreement.

6.09Fiscal Year.  With respect to the Borrower, change its fiscal year-end to a date other than December 31.

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6.10Sale and Leaseback Transaction.  Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred unless (a) the sale or transfer of such property is permitted by Section 6.04 and such arrangement is consummated for fair value as determined at the time of consummation in good faith by the Borrower (which determination may take into account any retained interest or other investment of the Borrower or its Restricted Subsidiaries in connection with, and any other material economic terms of, such arrangement) and (b) any Capital Lease Obligations or Synthetic Lease Obligations or Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as the case may be.

ARTICLE VII.
Events of Default

7.01Events of Default.

In case of the happening of any of the following events first occurring on or after the Closing Date (each, an “Event of Default”):

(a)any representation or warranty made or deemed made by any Loan Party to any Lender, the Administrative Agent or the Collateral Agent in or in connection with any Loan Document, or any representation, warranty made or deemed to be made in any report, certificate, financial statement or other instrument required to be delivered by any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished; provided, that after the Closing Sate, no Event of Default shall be deemed to have occurred under this clause (a) with respect to any default under the ABL Facility that causes the representation and warranty in Section 3.10 to be false or misleading in any material respect until the expiration of the standstill period provided for in Section 7.01(g) with respect to such default;

(b)default shall be made in the payment of any principal of any Term Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c)default shall be made in the payment of any interest on any Term Loan or any Fee or any other amount (other than an amount referred to in (b) above) due and payable under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d)default shall be made in the due observance or performance by the Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in Section 5.01(a), 5.05(a), 5.08 or in Article VI;

(e)default shall be made in the due observance or performance by the Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in any Loan Document (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days (or 10 days if such default occurs under Sections 5.12(a) or (d)) after notice thereof from the Administrative Agent or any Lender to the Borrower;

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(f)the Borrower or any Restricted Subsidiary (i) shall fail to pay any principal or interest due in respect of any Material Indebtedness, when and as the same shall become due and payable or (ii) default in the observance or performance of any other agreement or condition relating to any Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Material Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that (x) clause (ii) of this clause (f) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness and (y) this clause (f) shall not apply to Material Indebtedness in respect of purchase money or vendor financing if such failure is a result of a good faith dispute with the holders of such Indebtedness and such failure is remedied or waived by the holders of such Indebtedness;

(g)the Borrower or any Restricted Subsidiary (i) shall fail to pay any principal or interest due in respect of the ABL Facility, when and as the same shall become due and payable or (ii) default in the observance or performance of any other agreement or condition relating to the ABL Facility or contained in any ABL Loan Document, or any other event shall occur or condition exist, the effect of which default or other event or condition is to permit the lender under the ABL Facility, or if the ABL Facility has more than one lender, the applicable agent or requisite lenders under the ABL Facility to cause, with the giving of notice if required, the Indebtedness under the ABL Facility to become due prior to its scheduled maturity; provided, that this clause (g) shall not apply to the ABL Facility unless and until the earliest to occur of: (x) a period of 30 days has elapsed since the occurrence of the default or event of default under the ABL Facility (but only if such default, other event or condition has not been waived or cured) or (y) the acceleration of the Indebtedness under the ABL Facility or the termination of any commitment thereunder or (z) the exercise of any remedies by the lender under the ABL Facility, or if the ABL Facility has more than one lender, the applicable agent or requisite lenders under the ABL Facility (provided that the following shall not constitute an exercise of remedies: (1) cash sweeps that are permitted pursuant to the terms of any ABL Loan Document relating to dominion over bank accounts, (2) the establishment of borrowing base reserves, collateral ineligibles, or other conditions for advances, (3) the changing of advance rates or advance sublimits, (4) the imposition of a default rate or late fee and (5) the cessation of lending pursuant to the provisions of any ABL Loan Document, including upon the occurrence of a default on the existence of an overadvance, in each case, so long as the commitments under any ABL Loan Document have not been terminated or suspended);

(h)one or more unstayed judgments shall be rendered against the Borrower, any Restricted Subsidiary or any combination thereof for a liability (not partially or fully covered by insurance or effective indemnity) and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Borrower or any Restricted Subsidiary to enforce any such judgment and such judgment either (i) is for the payment of money in an aggregate amount in excess of $10,000,000 (to the extent not adequately covered by insurance (less any deductible) in respect of which a solvent, unaffiliated and

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reputable insurance company has not denied coverage in writing) or (ii) is for injunctive relief and would reasonably be expected to result in a Material Adverse Effect;

(i)any Guarantee under the Guarantee and Collateral Agreement for any reason shall cease to be in full force and effect (other than in accordance with its terms), or any Guarantor shall deny in writing that it has any further liability under the Guarantee and Collateral Agreement (other than as a result of the discharge of such Guarantor in accordance with the terms of the Loan Documents);

(j)at any time (i) the Guarantee and Collateral Agreement with respect to any Guarantor for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement, any Security Document or any other Loan Document ceases to be in full force and effect (other than by reason of the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Security Documents with the priority required by the Security Document and any applicable Intercreditor Agreement, or (iii) any Loan Party shall contest the validity or enforceability of any Loan Document, or the Liens and claim priorities provided for in the Loan Documents, in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document;

(k)[Reserved];

(l)an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Borrower, any Material Subsidiary that is a Restricted Subsidiary, or of a substantial part of the property or assets of the Borrower, any Material Subsidiary that is a Restricted Subsidiary, under the Bankruptcy Code, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower, any Material Subsidiary that is a Restricted Subsidiary or for a substantial part of the property or assets of the Borrower, any Material Subsidiary that is a Restricted Subsidiary or (iii) the winding-up or liquidation of the Borrower, any Material Subsidiary that is a Restricted Subsidiary; and in each case such proceeding or petition shall continue uncontroverted within 30 days after commencement of the case or undismissed, unbonded or undischarged for 60 days after commencement of the case or an order or decree approving or ordering any of the foregoing shall be entered;

(m)the Borrower, any Material Subsidiary that is a Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a reasonably timely and appropriate manner, any proceeding or the filing of any petition described in subsection (l) of this Section 7.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower, any Material Subsidiary that is a Restricted Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in

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any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) generally become unable, admit in writing its inability or fail generally to pay its debts as they become due, or (vii) take any action for the purpose of effecting any of the foregoing;

(n)[Reserved];

(o)the provisions of the ABL Intercreditor Agreement or any Pari Passu Intercreditor Agreement or Second Lien Intercreditor Agreement shall, in whole or in part, following such ABL Intercreditor Agreement, Pari Passu Intercreditor Agreement or Second Lien Intercreditor Agreement being entered into, terminate, cease to be effective or cease to be legally valid, binding and enforceable against the Persons party thereto, except in accordance with its terms;

(p)a Change of Control shall occur; or

(q)there shall occur one or more ERISA Events, which individually or in the aggregate results in or would reasonably be expected to result in the PBGC, a Multiemployer Plan or any other Plan either (i) asserting a direct claim against the Borrower and/or any Restricted Subsidiary imposing liability on the Borrower and/or any Restricted Subsidiary, or (ii) seeking to impose a direct lien against the Borrower and/or any Restricted Subsidiary securing such liability of the Borrower and/or any Restricted Subsidiary or the liability of any of their respective ERISA Affiliates in respect of such ERISA Event(s), in each case for clauses (i) and (ii) in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect;

then, and in every such event (other than an event with respect to the Borrower described in subsections (l) or (m) above of this Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:  (i) terminate the Commitments and (ii) declare the Term Loans and all other Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees, applicable payment or prepayment premium and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in subsection (l) or (m) of this Section 7.01, the principal of the Term Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

7.02Application of Proceeds.  Subject to the terms of the Intercreditor Agreements, the proceeds received by any Agent pursuant to the exercise of its remedies, or otherwise received after acceleration of the Term Loans, shall be applied, in full or in part, together with any other

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sums then held by any Agent pursuant to this Agreement, in the order set forth in Section 5.02 of the Guarantee and Collateral Agreement.

ARTICLE VIII.
The Administrative Agent and the Collateral Agent

8.01Appointment of Agents.  Each of the Lenders hereby irrevocably designates and appoints UBS AG, Stamford Branch as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents.  Each Lender authorizes each Agent to take such actions on its behalf and to exercise such powers, rights and remedies as are delegated to such Agents by the terms hereof or thereof, together with such actions and powers, rights and remedies as are reasonably incidental thereto including, without limitation, taking any action as a contractual representative of the Lenders.  Each Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Loan Documents.  Other than Sections 8.06 and 8.11(b), the provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent, the Arranger and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.  In performing its functions and duties hereunder, each Agent shall act solely as a representative and on behalf of the Lenders and the other Secured Parties and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any Subsidiary.  Each of the Agents, without consent of any party hereto, may assign any or all of its rights hereunder to any of its Affiliates.

8.02Rights as a Lender.  Each person serving as an Agent or Arranger hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent or Arranger and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each person serving as an Agent or Arranger hereunder in its individual capacity.  Such person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such person were not an Agent or Arranger hereunder and without any duty to account therefor to the Lenders.

8.03Exculpatory Provisions.

No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, no Agent or Arranger:

(i)shall be subject to any fiduciary or other implied duties in respect of any Secured Party by reason of this Agreement or any other Loan Document, regardless of whether a Default or Event of Default has occurred and is continuing;

(ii)shall have any duty to take any discretionary action or exercise any discretionary powers, and shall be entitled to refrain from exercising any discretion or authority vested in it under this Agreement or any other Loan Document unless and until such Agent has received instructions from the

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Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and, upon receipt thereof, such Agent or Arranger shall be entitled to act, refrain from acting or exercise such power or discretion in accordance with such instruction; provided that such Agent or Arranger shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose such Agent or Arranger to liability or that is contrary to any Loan Document or applicable Requirements of Law; and

(iii)shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or Arranger or any of its Affiliates in any capacity.

No Agent or Arranger shall be liable for any action taken or not taken by it under or in connection with any Loan Document (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 9.08) or (y) in the absence of its own gross negligence or willful misconduct.  No Agent or Arranger shall be deemed to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to such Agent or Arranger by the Borrower or a Lender.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders.  The Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided that, unless and until any Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders (as determined by such Agent in its sole discretion).

No Agent or Arranger shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any Loan Document or the existence or possible existence of any Default or Event of Default, referring to this Agreement and stating that such notice is a “notice of default”, (iv) the execution, validity, enforceability, effectiveness, genuineness, sufficiency or collectability of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the financial condition or business affairs of any Loan Party or any other Person liable for the payment of the Obligations or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent or Arranger.  Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such term is used merely as a matter of market

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custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Each party to this Agreement acknowledges and agrees that the Administrative Agent may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Loan Documents and notification to the Administrative Agent, of, among other things, the upcoming lapse or expiration thereof, and that any such service provider will be deemed to be acting at the request and on behalf of the Borrower and the other Loan Parties.  No Agent shall be liable for any action taken or not taken by any such service provider.

8.04Reliance by Agent.

Each Agent shall be entitled to rely upon, and shall be fully protected and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Term Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Term Loan.  Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall be entitled to rely upon the advice of any such counsel, accountants or experts and shall not be liable for any action taken or not taken by it in accordance with such advice.

8.05Delegation of Duties.

Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more co-agents, sub agents or attorneys-in-fact appointed by such Agent.  Each Agent and any such co-agent, sub agent or attorney-in-fact may perform any and all of its duties and exercise its rights, remedies and powers by or through their respective Related Parties.  The benefits of all provisions of this Article VIII and Section 9.05 shall apply to any such co-agent, sub agent or attorney-in-fact and to the Related Parties of each Agent and any such co-agent, sub agent or attorney-in-fact as if such Person were an Agent hereunder, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent; provided that each Agent shall exercise reasonable care in selecting any co-agent, sub-agent or attorney-in-fact.

8.06Resignation of Agent.

Each Agent may at any time give notice of its resignation to the Lenders and the Borrower, which resignation shall be effective upon the earlier of (x) the appointment of a replacement Agent in accordance with this Section 8.06 and (y) 30 days after the giving of such notice.  Upon receipt of any such notice of resignation, the Required Lenders shall have the right,

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in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, in each case, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed; it being agreed that any then-existing Lender shall be deemed acceptable and that the Borrower shall have no consent right upon and during the continuance of an Event of Default).  If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders appoint a successor Agent meeting the qualifications set forth above provided that if the Agent shall notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) except for any indemnity payments owing to the retiring Agent, all payments, communications and determinations provided to be made by, to or through an Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph.  Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as an Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph).  The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After any retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its co-agents, sub agents, attorney-in-facts and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

8.07Non-Reliance on Agent and Other Lenders.

Each Lender acknowledges that it has, independently and without reliance upon any Agent, Arranger or any other Lender or counsel to any Agent or Arranger or any of their respective officers, directors, employees, agents or counsel, and based on such documents and information as it has deemed appropriate, made its own credit and legal analysis and decision to enter into this Agreement and perform the transactions contemplated hereby.  Each Lender further represents and warrants that it has had the opportunity to review the Confidential Information Memorandum and each other document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof.  Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.  No Agent or Arranger shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders and, except as expressly provided in this Agreement, no

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Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter.  Each of the Lenders acknowledges that the Arranger’s and Administrative Agent’s legal counsel in connection with the transactions contemplated by this Agreement is only acting as counsel to the Arranger and the Administrative Agent and is not acting as counsel to any Lender.

8.08Withholding Tax.

To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax.  If the forms or other documentation required by Section 2.15 are not delivered to the Administrative Agent, then the Administrative Agent may withhold from any interest payment to any Lender not providing such forms or other documentation, an amount equal to the applicable withholding tax.  Without limiting the provisions of Section 2.15(a) or (c), each Lender shall, and does hereby, indemnify the Administrative Agent, and shall make payable in respect thereof within 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective).  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section.  The agreements in this Section shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

8.09No Other Duties, Etc.

Anything herein to the contrary notwithstanding, the Arranger listed on the cover page hereof shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in their capacity, as applicable, as the Administrative Agent, the Collateral Agent or a Lender hereunder.

8.10Enforcement.

(a)Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained

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exclusively by, the Administrative Agent, or, with respect to the Security Documents, the Collateral Agent or as the Required Lenders may require or otherwise direct, for the benefit of all the Lenders or the Secured Parties; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with, and subject to, the terms of this Agreement, or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any bankruptcy or insolvency law.

(b)In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(i)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.05 and 9.05) allowed in such judicial proceeding; and

(ii)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.05 and 9.05.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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8.11Security Documents.

(a)Agents under Security Documents.  Each Lender hereby further irrevocably authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of the Secured Parties with respect to the Collateral, the Guarantee and Collateral Agreement, each of the other Security Documents and the Intercreditor Agreements.  Subject to Section 9.08, without further written consent or authorization from Lenders, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.08) have otherwise consented or which constitutes Excluded Collateral (as defined in the Guarantee and Collateral Agreement) or otherwise subordinate any Lien to any Lien permitted under Section 6.02(j), or (ii) release any Guarantor in connection with the sale of such Guarantor in a transaction permitted by Section 6.04 or with respect to which Required Lenders (or such other Lenders as may be required to give such consent under Section 9.08) have otherwise consented.  Additionally, the Lenders irrevocably authorize the Administrative Agent or the Collateral Agent to release any Lien on any property granted to or held by the Collateral Agent on their behalf under any Loan Document and to release any Guarantor from its obligations upon payment in full of all Obligations.

(b)Right to Realize on Collateral and Enforce Security Documents.  Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Lender hereby agree that (i) no Lender or other Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Security Document, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, and subject to applicable law, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale.  No holder of any Secured Obligations related to Hedging Agreements or Treasury Services Agreements in its respective capacity as such shall have any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under this Agreement or the other Loan Documents.

(c)No obligations to Lenders. The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue

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exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 8.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

ARTICLE IX.
Miscellaneous

9.01Notices.

(a)Generally.  Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax as follows:

(i)if to any Loan Party, to the Borrower at:

Viskase Companies, Inc.
8205 South Cass Avenue

Suite 115

Darien, IL 60561

Attn:  President and Chief Executive Officer

Fax No.  (630) 874-0176

With copies to:

Viskase Companies, Inc.
8205 South Cass Avenue

Suite 115

Darien, IL 60561

Attn:  General Counsel

Fax No.  (630) 874-0176

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, IL  60601-9703

Attn:  M. David Galainena

Fax No.: (312) 558-5700

(ii)if to the Administrative Agent or Collateral Agent, to it at:

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UBS AG, Stamford Branch
677 Washington Boulevard, 6th Floor
Stamford, CT 06901
Attention: Banking Products Services Agency
Telephone: (203) 719 4319
Fax No.: (203) 719-4176
Email:  DL-UBSAgency@ubs.com

(iii)if to a Lender, to it at its address (or fax number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).  Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).  Any party hereto may change its address or fax number for notices and other communications hereunder by written notice to the Borrower and the Agents.

(b)Electronic Communications.  Notices and other communications to the Lenders hereunder may (subject to the provisions of this Section 9.01) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.  The Administrative Agent, the Collateral Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including pursuant to the provisions of this Section 9.01); provided that approval of such procedures may be limited to particular notices or communications.  Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent or the Lenders pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (the “Communications”), by transmitting them in an electronic medium in a format reasonably acceptable to the Administrative Agent at such e-mail address(es) provided to the Borrower from time to time or in such other form as the Administrative Agent shall require.  In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form as the Administrative Agent shall require.

Nothing in this Section 9.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

To the extent consented to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications (other than any such Communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or any other Loan Document, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing) by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.

(c)Platform.  Each Loan Party further agrees that any Agent or any Arranger may make the Communications available to the Lenders by posting the Communications on SyndTrak Online, IntraLinks or a substantially similar secure electronic transmission system (the “Platform”).  The Platform is provided “as is” and “as available.”  The Agents, the Arranger and their Related Parties (the “Agent Parties”) do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications.  No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform.  In no event shall any Agent Party have any liability to the Loan Parties, any Lender or any other Person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or such Agent’s transmission of communications through the Internet, except to the extent the liability of such person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Agent Party’s gross negligence or willful misconduct.

(d)Public/Private.  Each Loan Party hereby authorizes the Administrative Agent to distribute (i) to Private Siders all Communications, including any Communication that the Borrower identifies in writing is to be distributed to Private Siders only (“Private Side Communications”), and (ii) to Public Siders all Communications other than any Private Side Communication.  The Borrower represents and warrants that no Communication (other than Private Side Communications) contains any MNPI.  The Borrower agrees to designate as Private Side Communications only those Communications or portions thereof that it reasonably believes in good faith constitute MNPI, and agrees to use all commercially reasonable efforts not to

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designate any Communications provided under Section 5.04(a), (b), (c) and (d) as Private Side Communications.  “Private Siders” shall mean Lenders’ employees and representatives who have declared that they are authorized to receive MNPI.  “Public Siders” shall mean Lenders’ employees and representatives who have not declared that they are authorized to receive MNPI; it being understood that Public Siders may be engaged in investment and other market-related activities with respect to the Borrower’s or its affiliates’ securities or loans.  “MNPI” shall mean material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, its affiliates and any of their respective securities.

Each Lender acknowledges that United States federal and state securities laws prohibit any person from purchasing or selling securities on the basis of material, non-public information concerning the issuer of such securities or, subject to certain limited exceptions, from communicating such information to any other person.  Each Lender confirms that it has developed procedures designed to ensure compliance with these securities laws.

Each Lender acknowledges that circumstances may arise that require it to refer to Communications that may contain MNPI.  Accordingly, each Lender agrees that it will use commercially reasonable efforts to designate at least one individual to receive Private Side Communications on its behalf in compliance with its procedures and applicable law and identify such designee (including such designee’s contact information) on such Lender’s Administrative Questionnaire.  Each Lender agrees to notify the Administrative Agent in writing from time to time of such Lender’s designee’s e-mail address to which notice of the availability of Private Side Communications may be sent by electronic transmission.

Each Lender that elects not to be given access to Private Side Communications does so voluntarily and, by such election, (i) acknowledges and agrees that the Agents and other Lenders may have access to Private Side Communications that such electing Lender does not have and (ii) takes sole responsibility for the consequences of, and waives any and all claims based on or arising out of, not having access to Private Side Communications.

Nothing in this Section 9.01(d) or otherwise shall modify or limit any Agent’s or any Lender’s obligations under Section 9.18 with regard to Information and the maintenance of the confidentiality of or other treatment of Information.

(e)Change of Address, Etc. Each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(f)Reliance by Agents and Lenders. The Agents, the Arranger and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Agents, the Arranger, the Lenders and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All telephonic notices

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to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

9.02Survival of Agreement.  All covenants, agreements, representations and warranties made by any Loan Party in this Agreement, in any other Loan Document and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Term Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Term Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid.  The provisions of Sections 2.12, 2.14, 2.15 and Article IX (other than Section 9.18, to the extent expressly provided therein) shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Term Loans, the expiration or termination of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or the termination of this Agreement or any provision hereof.

9.03Binding Effect.  This Agreement shall become effective to the extent set forth herein when it shall have been executed by the Borrower, the Lenders as of the Closing Date, the Administrative Agent and the Collateral Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.

9.04Successors and Assigns.

(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee (other than an Affiliated Lender) in accordance with the provisions of paragraph (b), or with respect to an Affiliated Lender in accordance with the provisions of paragraph (i), of this Section 9.04, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 9.04 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by a Lender shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)Assignments by Lenders.

(i)Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A)the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, a Related Fund or, if an Event of Default has occurred and is continuing; provided, further, that the Borrower shall be deemed to have consented to any assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof;

(B)the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or a Related Fund; and

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or a Related Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Effective Date” is specified in the Assignment and Assumption, as of the Effective Date) shall not be less than $1.0 million and shall be in integral multiples of $1.0 million in excess thereof, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed);

(B)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches or facilities on a non-pro rata basis;

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(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if agreed to by the Administrative Agent, manually), together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(D)in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent) to pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Requirements of Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 9.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.  Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.  Any

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assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(d).

(c)Register.  The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower, the Collateral Agent and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.  Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any person (other than a natural person, a Disqualified Institution or the Borrower or any of its Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Term Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  For the avoidance of doubt, each Lender shall be responsible severally for its obligations under this Section 9.05(d) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any  provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i), (ii), (iii), (vi) or (vii) of the first proviso to Section 9.08(b) that affects such Participant.  Subject to paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 (subject to the requirements of those Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.

Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Term Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s

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interest in any Term Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or to establish that no Participant is a Disqualified Institution.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(e)Limitations on Participant Rights.  A Participant shall not be entitled to receive any greater payment under Sections 2.12, 2.13 and 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (i) the sale of the participation to such Participant is made with the Borrower’s prior written consent (not to be unreasonably withheld or delayed) or (ii) to the extent such entitlement to receive a greater payment results from a Change in Law after the Participant acquired the applicable participation.

(f)Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto, and no such pledge or assignment shall be made to a Disqualified Institution.  In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of the Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Term Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

(g)Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures 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 or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h)[Reserved].

(i)Affiliated Lenders.  Notwithstanding anything to the contrary contained herein, (x) any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to an Affiliated Lender and (y) the Borrower may, from time to time, purchase or prepay Term Loans, in each case, through buy-back or auction procedures open to all applicable Lenders on a pro rata basis in accordance with customary procedures to be agreed between the Borrower and the Administrative Agent (or other applicable agent managing such auction); provided that:

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(i)only in the case of clause (y) above, no Default or Event of Default then exists or would result therefrom;

(ii)any Term Loans acquired pursuant to this Section 9.04(i) by the Borrower shall be retired and cancelled promptly upon the acquisition thereof;

(iii)for purposes of calculating the Required Lenders, the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders may not exceed 20% of the aggregate principal amount of all Term Loans outstanding at such time under this Agreement;

(iv)the aggregate principal amount of Term Loans (including Incremental Term Loans) held by all Affiliated Lenders will not exceed 30% of the aggregate principal amount of the Term Loans (including any Incremental Term Loans) outstanding at such time; provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (i)(v) or any purported assignment exceeding such limitation;

(v)with respect to any Term Loans acquired or prepaid by the Borrower pursuant to this Section 9.04(i), immediately after giving effect to such purchase or other acquisition of a Term Loan, Cash Liquidity shall not be less than $10,000,000; and

(vi)by its purchase or other acquisition of a Term Loan, each Affiliated Lender shall be deemed to have acknowledged and agreed that it has no right whatsoever (in such Person’s capacity as a Lender) so long as such Person is an Affiliated Lender to attend or receive any notice of any meeting (live or by any electronic means) in its capacity as a Lender with the Administrative Agent or any other Lender or have access to the Platform (including, without limitation, that portion of the Platform that has been designated as for “private-side” Lenders).

Notwithstanding anything in this Agreement or any other Loan Document to the contrary, each Affiliated Lender hereby agrees that, if a proceeding under any Debtor Relief Law is commenced by or against any Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in the same proportion, for and against, as votes were cast on each matter by Lenders that are not Affiliated Lenders, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it in the same proportion, for and against, as votes were cast

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on each matter by Lenders that are not Affiliated Lenders; provided that in connection with any matter that proposes to treat any Obligations held by such Affiliated Lender in a manner that is different than the proposed treatment of similar Obligations held by Lenders that are not Affiliates, (a) such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) and (b) the Administrative Agent shall not be entitled to vote on behalf of such Affiliated Lender.  Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status that such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of (but subject to the limitations set forth in) this paragraph.

9.05Expenses; Indemnity.

(a)Costs and Expenses.  The Borrower shall pay (i) all reasonable documented out of pocket expenses incurred by the Administrative Agent, the Arranger, the Collateral Agent and their respective Affiliates (including the reasonable documented fees, charges and disbursements of one primary counsel and, if necessary, one local counsel in each relevant jurisdiction and, if such outside or local counsel is insufficient for specialty matters, one additional specialty counsel per jurisdiction in each case for the Administrative Agent and/or the Collateral Agent) in connection with (x) the syndication of the credit facility provided for herein (including the obtaining and maintaining of CUSIP numbers for the Term Loans), and the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents as of the Closing Date, and (y) the administration of this Agreement and the other Loan Documents or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including in connection with post-closing searches to confirm that security filings and recordations have been properly made and including any costs and expenses of the service provider referred to in Section 8.03, (ii) all documented out of pocket expenses incurred by the Administrative Agent, the Arranger, the Collateral Agent or any Lender (including the reasonable documented fees, charges and disbursements of one primary counsel, one local counsel in each relevant jurisdiction for the Lenders as a group and, if such outside or local counsel is insufficient for specialty matters, one additional specialty counsel per jurisdiction for the Lenders as a group unless additional counsel are required due to actual or perceived conflicts of interest), in connection with the enforcement or protection of its rights, including, without limitation, such consents, approvals and rulings as set forth on Schedule 3.04, (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.05, or (B) in connection with the Term Loans made hereunder and the other Obligations, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans and other Obligations and (iii) all documentary and similar taxes and

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charges in respect of the Loan Documents.

(b)Indemnification by the Borrower.  The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof, without duplication), the Collateral Agent (and any sub-agent thereof, without duplication), each Lender, any Arranger and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related documented out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of one primary counsel and, if necessary, one local counsel in each relevant jurisdiction and, if such outside or local counsel is insufficient for specialty matters, one additional specialty counsel per jurisdiction in each case for the Administrative Agent and/or the Collateral Agent) incurred by any Indemnitee or asserted against any Indemnitee by any party hereto or any third party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials on, at, under or from any property owned, leased or operated by any Loan Party at any time, or any claim under Environmental Laws related in any way to the Borrower or any of its Affiliates, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)Reimbursement by Lenders.  To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 9.05 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, any Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof), in its capacity as such against any Arranger, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof), in connection with such capacity.  The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14.  For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the aggregate amount of the outstanding Term Loans at the time.

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(d)Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable Requirements of Law, no party to this Agreement shall assert, and each such party hereby waives, any claim against any other party hereto or any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof except, in the case of any claim by any Indemnitee against the Borrower, to the extent such damages would otherwise be subject to indemnification pursuant to the terms of Section 9.05(b).  No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through fax, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e)All amounts under this Section shall be due on written demand therefor.

(f)The Agreements in this Section 9.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any Lender and the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

9.06Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at that time and from time to time thereafter while such Event of Default is subsisting, except to the extent prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents to such Lender or Affiliate, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or such other Loan Document. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

9.07Applicable Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO, HEREUNDER AND THEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK).

9.08Waivers; Amendment. (a)Generally.  No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of each Agent, and the Lenders hereunder and under the other Loan Documents are cumulative and

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are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by this Section 9.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Agent, any Lender may have had notice or knowledge of such Default or Event of Default at the time.  No notice or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b)Required Consents.  Subject to 9.08(c) and (d), neither this Agreement nor any other Loan Document (other than the Agent’s Fee Letter, which may be amended, waived, supplemented or otherwise modified by the parties thereto) nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with the written consent of the Required Lenders (provided that any such waiver, amendment, supplement or modification solely affecting the Lenders of a Tranche (other than any such waiver, amendment, supplement or modification requiring the consent of each Lender, each Lender directly affected thereby, or any individual Lender) shall only require the written consent of the applicable Majority Lenders); provided that no such agreement shall be effective if the effect thereof would:

(i)increase the Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant, Default or Event of Default shall constitute an increase in the Commitment of any Lender);

(ii)reduce the principal amount or premium, if any, of any Term Loan (except in connection with a payment contemplated by clause (viii) below) or reduce the rate of interest thereon, including any provision establishing a minimum rate (other than interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (ii));

(iii)Subject to Section 2.19, (A) change the scheduled final maturity of any Term Loan, or any scheduled date of payment (or permitted prepayment) of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, (B) postpone the date for payment of any interest, premium or fees payable hereunder, (C) reduce the amount of, waive or excuse any such payment (other than waiver of any increase in

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the interest rate pursuant to Section 2.06(c)), in each case, without the written consent of each Lender directly affected thereby;

(iv)increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender directly affected thereby;

(v)permit the assignment or delegation by the Borrower of any of its rights or obligations under any Loan Document, without the written consent of each Lender;

(vi)release the Guarantors from their Guarantee to the extent such agreement would effect a release of all or substantially all of the value of the Guarantees (except as expressly provided in the Guarantee and Collateral Agreement), or limit the Guarantors’ liability in respect of such Guarantee, without the written consent of each Lender;

(vii)release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Obligations entitled to the Liens of the Security Documents, in each case without the written consent of each Lender;

(viii)change Section 2.14(b), (c) or (d) in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of Term Loan disbursements, including the requirements of Sections 2.02(a), without the written consent of each Lender directly affected thereby;

(ix)change any provision of this Section 9.08(b) or Section 9.08(c) or (d), without the written consent of each Lender directly affected thereby;

(x)change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, other than to increase such percentage or number or to give any additional Lender or group of Lenders such right to waive, amend or modify or make any such determination or grant any such consent;

(xi)subordinate the Obligations to any other obligation, without the written consent of each Lender; or

(xii)change or waive any provision of Article IX as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the written consent of such Agent.

Notwithstanding anything to the contrary herein:

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(I)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the consent of such Lender would be required under clause (i), (ii) or (iii) in the proviso to the first sentence of this Section 9.08(b); and

(II)any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by the Borrower and the Administrative Agent (without the consent of any Lender) solely to cure a defect or error, or to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property; provided that in the case of an amendment to cure a defect or error, the Administrative Agent shall notify the Lenders at least five Business Days prior to such amendment becoming effective;

(III)the Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the provisions of Section 2.18 enter into an Increase Joinder, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Incremental Term Loan Lender of such Increase Joinder, such Increase Joinder may thereafter only be modified in accordance with the requirements of this Section 9.08; and

(IV)with the written consent of the Administrative Agent, the Borrower and the Refinancing Term Loan Lenders, this Agreement and the other Loan Documents shall be amended (or amended and restated) in connection with any refinancing facilities permitted pursuant to Section 2.20.

(c)Collateral.  Without the consent of any other person, the applicable Loan Party or Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable Requirements of Law.

(d)Dissenting Lenders.  If, in connection with any proposed change, waiver, discharge or termination of the provisions of this Agreement as contemplated by Section 9.08(b), the consent of the Required Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination.  Lenders so replaced in connection with a Repricing Transaction shall be entitled to any applicable payment or prepayment premium.

(e)Intercreditor Agreements.  Notwithstanding anything to the contrary herein the Collateral Agent shall enter into the applicable Intercreditor Agreements (and the Lenders direct

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and authorize the Agents to enter into any such Intercreditor Agreement on their behalf) upon the request of Borrower in connection with the incurrence of Permitted Pari Passu Debt or any Permitted Second Lien Debt, in each case permitted to be incurred pursuant to Sections 6.01(n) and 6.01(p) respectively.

9.09Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Term Loan, together with all fees, charges and other amounts which are treated as interest on such Term Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Term Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Term Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Term Loan or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Term Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

9.10Entire Agreement; Survival of Agreement.

(a)This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof.  Any other previous agreement among the parties with respect to the subject matter hereof (other than as set forth in the Engagement Letter and the Agent’s Fee Letter), is superseded by this Agreement and the other Loan Documents.  Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

(b)All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Term Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Term Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.12, 2.13, 2.14, 2.15 and Article IX (other than Section 9.18, except to the extent expressly provided therein) shall survive and remain in full force and effect regardless of the consummation of the transactions

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contemplated hereby, the repayment of the Term Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

9.11WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,  AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

9.12Marshalling; Payments Set Aside.  Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations.  To the extent that any Loan Party makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent, on behalf of the Lenders), or the Administrative Agent, the Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

9.13Severability.  In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

9.14Independence of Covenants.  All covenants hereunder shall be given independent effect so that if a particular action or condition is expressly not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

9.15Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of

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which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03.  Delivery of an executed signature page to this Agreement by facsimile, .pdf or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

9.16Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

9.17Jurisdiction; Consent to Service of Process.

(a)The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(b)The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Requirements of Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 9.17(a).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Requirements of Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than fax) in Section 9.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable Requirements of Law.

9.18Confidentiality.  Each of the Administrative Agent, the Collateral Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and its Affiliates’ officers, directors, trustees, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the

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National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto subject to this paragraph, (e) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.18, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower, any Subsidiary or any Guarantor or any of their respective obligations, (g) with the consent of the Borrower, (h) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities, (i) market data collectors, similar services, providers to the lending industry and service providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents, or (j) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.18 or becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or any Subsidiary.  For the purposes of this Section, “Information” shall mean all information received from the Borrower or any Subsidiary and related to the Borrower or any Subsidiary or their businesses, other than any such information that was available to the Administrative Agent, the Collateral Agent or any Lender on a non-confidential basis prior to its disclosure by the Borrower or any Guarantor; provided that, in the case of Information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section 9.18 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord its own confidential information.  The obligations of this Section 9.18 shall terminate upon the first anniversary of the later of (x) the payment in full of the Term Loans or (y) the termination of any Commitments hereunder.

9.19USA PATRIOT Act Notice.  Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower and the Guarantors, which information includes the name and address of the Borrower and the Guarantors and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and the Guarantors in accordance with the USA PATRIOT Act.  This information must be delivered to the Lenders and the Administrative Agent no later than five days prior to the Closing Date (which prior delivery requirement may be waived by any Lender or Administrative Agent, as applicable) and thereafter promptly upon request.  This notice is given in accordance with the requirements of the USA PATRIOT Act and is effective as to the Lenders and the Administrative Agent.

9.20Disclosure.  Each Loan Party and each Lender hereby acknowledges and agrees that Administrative Agent and/or its Affiliates and their respective Related Funds from time to time may hold investments in, and make other loans to, or have other relationships with any of the Loan Parties and their respective Affiliates, including the ownership, purchase and sale of Equity

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Interests in the Borrower or the Guarantors, and each Loan Party and each Lender hereby expressly consents to such relationships.

9.21Obligations Absolute.

To the fullest extent permitted by applicable Requirements of Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a)any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b)any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c)any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d)any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(e)any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f)any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

9.22INTERCREDITOR AGREEMENTS.

(a)EACH LENDER PARTY HERETO (I) UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT IT (AND EACH OF ITS SUCCESSORS AND ASSIGNS) AND EACH OTHER LENDER (AND EACH OF THEIR SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE INTERCREDITOR AGREEMENTS, (II) AUTHORIZES AND DIRECTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENTS ON ITS BEHALF, AND (III) AGREES THAT ANY ACTION TAKEN BY THE ADMINISTRATIVE AGENT PURSUANT TO THE INTERCREDITOR AGREEMENTS SHALL BE BINDING UPON SUCH LENDER.

(b)THE PROVISIONS OF THIS SECTION 9.22 ARE NOT INTENDED TO SUMMARIZE OR FULLY DESCRIBE THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS.  REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENTS THEMSELVES TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.  EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENTS AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT OR ANY OF AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN EACH INTERCREDITOR AGREEMENT.  A

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COPY OF THE INTERCREDITOR AGREEMENTS MAY BE OBTAINED FROM THE ADMINISTRATIVE AGENT.

(c)EACH INTERCREDITOR AGREEMENT IS AN AGREEMENT SOLELY AMONGST THE SECURED PARTIES (AS DEFINED IN THE INTERCREDITOR AGREEMENTS) AND THEIR RESPECTIVE AGENTS (INCLUDING, IN EACH CASE, THEIR SUCCESSORS AND ASSIGNS) AND IS ACKNOWLEDGED AND AGREED TO BY THE BORROWER AND ITS SUBSIDIARIES AS PARTY THERETO.  AS MORE FULLY PROVIDED THEREIN, EACH INTERCREDITOR AGREEMENT CAN ONLY BE AMENDED BY THE PARTIES THERETO IN ACCORDANCE WITH THE PROVISIONS THEREOF.

*             *             *

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

VISKASE COMPANIES, INC.,

as Borrower

By:

Name:

Title:

[SIGNATURE PAGE TO CREDIT AGREEMENT]

[Credit Agreement]

UBS AG, STAMFORD BRANCH,

as Administrative Agent, Collateral Agent and Lender

By:

Name:

Title:

By:

Name:

Title:

[SIGNATURE PAGE TO CREDIT AGREEMENT]

[Credit Agreement]

APPENDIX A

Principal Office

UBS AG, Stamford Branch
677 Washington Boulevard, 6th Floor
Stamford, CT 06901

EX1A-6 MAT CTRCT.2

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 Value”	2
	(l)	“Incentive Award”	2
	(m)	“Incentive Stock Option”	2
	(n)	“Non-Qualified Stock Option”	2
	(o)	“Option”	2
	(p)	“Participant”	2
	(q)	“Plan”	2
	(r)	“Retirement”	2
	(s)	“Securities Act”	2
	(t)	“Subsidiary”	2
	(u)	“Viskase”	3
3.	STOCK SUBJECT TO THE PLAN		3
4.	ADMINISTRATION OF THE PLAN		3
5.	ELIGIBILITY		4
6.	OPTIONS		4
	(a)	Identification of Options	4
	(b)	Exercise Price	4
	(c)	Term and Exercise of Options	4
	(d)	Limitations on Grant of Incentive Stock Options	5
	(e)	Effect of Termination of Employment	6

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	(f)	Cash Bonuses	7
7.	ADJUSTMENT UPON CHANGES IN COMMON STOCK		7
	(a)	Shares Available for Grants	7
	(b)	Increase or Decrease in Issued Shares Without Consideration	7
	(c)	Certain Mergers	7
	(d)	Certain Other Transactions	7
	(e)	Other Changes	8
	(f)	No Other Rights	8
8.	RIGHTS AS A STOCKHOLDER		9
9.	NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD		9
10.	SECURITIES AND OTHER MATTERS		9
11.	WITHHOLDING TAXES		10
	(a)	Cash Remittance	10
	(b)	Stock Remittance	10
	(c)	Stock Withholding	10
	(d)	Other Payments	10
12.	AMENDMENT OF THE PLAN		10
13.	NO OBLIGATION TO EXERCISE		11
14.	TRANSFERS UPON DEATH		11
15.	EXPENSES AND RECEIPTS		11
16.	FAILURE TO COMPLY		11
17.	EFFECTIVE DATE AND TERM OF PLAN		11

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VISKASE COMPANIES, INC. 2005 STOCK OPTION PLAN

JANUARY 13, 2005 (AS AMENDED AS OF SEPTEMBER 7, 2010)

1.PURPOSE OF THE PLAN

This Viskase Companies, Inc. 2005 Stock Option Plan is intended to promote the interests of the Company by providing the officers, employees, consultants and advisors of the Company, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the employ of the Company.

2.DEFINITIONS

As used in the Plan, the following definitions apply to the terms indicated below:

(a)“Board of Directors” shall mean the Board of Directors of Viskase.

(b)“Cashless Exercise Ratio” shall mean a fraction (i) the numerator of which is the Fair Market Value of the Common Stock on the effective date of such exercise minus the exercise price of the Option and (ii) the denominator of which is the Fair Market Value of the Common Stock on the effective date of such exercise.

(c)“Cause” when used in connection with the termination of a Participant’s employment with the Company shall mean (i) the commission by the Participant of a felony or a crime involving moral turpitude; the Committee may, in its good faith and using reasonable judgment, determine the fact of the commission of the felony or the crime by the Participant without recourse to or reliance upon any judicial proceeding or judicial determination; (ii) the commission by the Participant of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its employees, customers, affiliates or suppliers, or adversely affecting their reputation or standing, all as determined by the Committee in its good faith and using reasonable judgment; (iii) the willful failure of the Participant to perform duties as reasonably directed by the Participant’s supervisor which are within the control of the Participant; (iv) gross negligence, reckless or willful misconduct by the Participant with respect to the Company, all as determined by the Committee, in its good faith and using reasonable judgment; or (v) any other material breach by the Participant of Company policy reasonably established by the Board of Directors, which breach, if curable, is not cured within 15 days after written notice thereof to the Participant, as determined by the Committee, in its good faith and using reasonable judgment.

(d)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(e)“Committee” shall mean the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan or, if there shall be no Compensation Committee or other committee of the Board of Directors, the Board of Directors.

(f)“Common Stock” shall mean Viskase’s common stock, $.01 par value per share.

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(g)“Company” shall mean Viskase and each of its Subsidiaries.

(h)“Daily Share Price” shall mean, with respect to each trading day, the average of the high and low sale prices of a share of Common Stock on such trading day.

(i)“Disability” shall mean a condition entitling a Participant to benefits under the long-term disability policy maintained by the Company and applicable to such Participant.

(j)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(k)“Fair Market Value” of a share of Common Stock shall be the average of the Daily Share Prices during the twenty (20) trading days immediately preceding the date of determination, weighted to reflect the number of shares traded and the Daily Share Price on any given trading day during the applicable period.  For this purpose and for the purpose of the calculation of the Daily Share Price, a day during which no shares of Common Stock are traded in bona fide transactions between unaffiliated third parties shall not be deemed to be a “trading day.”

(l)“Incentive Award” shall mean an Option granted pursuant to the terms of the Plan.

(m)“Incentive Stock Option” shall mean an Option which is an “incentive stock option” within the meaning of Section 422 of the Code and which is identified as an Incentive Stock Option in the agreement by which it is evidenced.

(n)“Non-Qualified Stock Option” shall mean an Option which is not an Incentive Stock Option.

(o)“Option” shall mean an option to purchase shares of Common Stock of Viskase granted pursuant to Section 6 hereof.

(p)“Participant” shall mean an officer, employee, consultant or advisor of the Company to whom an Incentive Award is granted pursuant to the Plan, and upon his death, his successors, heirs, executors and administrators, as the case may be.

(q)“Plan” shall mean this Viskase Companies, Inc. 2005 Stock Option Plan, as it may be amended from time to time.

(r)“Retirement” shall mean the termination of the employment of a Participant with the Company on or after (i) the first date on which the Participant has both attained age 55 and completed five years of service with the Company or (ii) the date on which the Participant attains age 65.

(s)“Securities Act” shall mean the Securities Act of 1933, as amended.

(t)“Subsidiary” shall mean any “subsidiary corporation” of Viskase within the meaning of Section 425(f) of the Code.

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(u)“Viskase” shall mean Viskase Companies, Inc., a Delaware corporation, and its successors.

3.STOCK SUBJECT TO THE PLAN

Under the Plan, the Committee may grant Options to Participants.  Subject to adjustment as provided in Section 7 hereof, the Committee may grant Options under the Plan to Participants under the Plan with respect to a number of shares of Common Stock that in the aggregate does not exceed 2,500,000 shares.  In the event that any outstanding Option expires, terminates or is cancelled for any reason, the shares of Common Stock subject to the unexercised portion of such Option shall again be available for grants under the Plan.  Shares of Common Stock issued under the Plan may be either newly issued shares or treasury shares, at the discretion of the Committee.

4.ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee, which shall be comprised in such manner as to permit the grant of Incentive Awards to meet the requirements of Rule 16b-3(d)(1) promulgated under Section 16 of the Exchange Act.  The Committee shall from time to time designate the officers, employees, consultants and advisors of the Company who shall be granted Incentive Awards and the amount and type of such Incentive Awards.

The Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and the terms of any Incentive Award issued under it and to adopt such rules and regulations for administering the Plan as it may deem necessary.  Decisions of the Committee shall be final and binding on all parties, provided that such decisions reflect compliance with the terms and provisions of this Plan.

The Committee may, in its absolute discretion, accelerate the date on which any Option granted under the Plan becomes exercisable or, subject to Section 6(c)(1) hereof, extend the term of any Option granted under the Plan.  In addition, the Committee may in its absolute discretion grant Incentive Awards to Participants on the condition that such Participants surrender to the Committee for cancellation such other Incentive Awards (including, without limitation, Incentive Awards with higher exercise prices) as the Committee specifies.  Notwithstanding Section 3 herein, prior to the surrender of such other Incentive Awards, Incentive Awards granted pursuant to the preceding sentence of this Section 4 shall not count against the limits set forth in such Section 3.

The determination of whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be made by the Committee.

No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and Viskase shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in any case, such action, omission or determination was taken or made by such

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member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

5.ELIGIBILITY

The persons who shall be eligible to receive Incentive Awards pursuant to the Plan shall be such officers, employees, consultants and advisors of the Company who are largely responsible for the management, growth and protection of the business of the Company as the Committee shall select from time to time.

6.OPTIONS

The Committee may grant Options pursuant to the Plan to Participants, which Options shall be evidenced by agreements in such form as the Committee shall from time to time approve.  Options shall comply with and be subject to the following terms and conditions:

(a)Identification of Options.  All Options granted under the Plan that are Incentive Stock Options shall be clearly identified as such in the agreement evidencing such Options.  It is Viskase’s intent that Non-Qualified Stock Options granted under this Plan not be classified as Incentive Stock Options, that Incentive Stock Options be consistent with and contain or be deemed to contain all provisions required under the Code and underlying regulations to qualify as Incentive Stock Options, and that any ambiguities in construction be interpreted in order to effectuate such intent.  If an Incentive Stock Option granted under this Plan does not qualify as such for any reason, then to the extent of such non-qualification, the Option represented thereby shall be regarded as a Non-Qualified Stock Option duly granted under this Plan.

(b)Exercise Price.

The exercise price of any Option granted under the Plan (whether an Incentive Stock Option or a Non-Qualified Stock Option) shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date on which such Option is granted.

(c)Term and Exercise of Options.

(1)Each Option shall become exercisable with respect to one-third of the number of shares of Common Stock subject to such Option on the first anniversary of the date on which such Option is granted and with respect to an additional one-third of the number of shares of Common Stock subject thereto on each subsequent anniversary of such date and shall in addition be exercisable on such other date or dates, during such period and for such number of shares of Common Stock as shall be determined by the Committee on the day on which such Option is granted and set forth in the Option agreement with respect to such Option; provided, however, that no Option shall be exercisable after the expiration of ten years from the date such Option was granted; and, provided, further, that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan or in the agreement evidencing such Option.

(2)Each Option shall be exercisable in whole or in part.  The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.

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(3)An Option shall be exercised by delivering notice to Viskase’s principal office, to the attention of its Chief Financial Officer, no less than three business days in advance of the effective date of the proposed exercise. Such notice shall specify the number of shares of Common Stock with respect to which the Option is being exercised and the effective date of the proposed exercise and shall be signed by the Participant.  The Participant may withdraw such notice at any time prior to the close of business on the business day immediately preceding the effective date of the proposed exercise.  Payment for shares of Common Stock purchased upon the exercise of an Option shall be made on the effective date of such exercise either (i) in cash, by certified check, bank cashier’s check or wire transfer, (ii) subject to the approval of the Committee, in shares of Common Stock owned by the Participant and valued at their Fair Market Value on the effective date of such exercise, or partly in shares of Common Stock with the balance in cash, by certified check, bank cashier’s check or wire transfer or (iii) by surrendering Options as set forth in the following sentence.  Each Participant may elect, upon exercise of an Option, to receive shares of Common Stock on a net basis, such that, without the exchange of any funds, the Participant will receive such number of shares of Common Stock as shall equal the product of (A) the number of shares of Common Stock for which such Option is being exercised (as if the exercise price were being paid in cash) and (B) the Cashless Exercise Ratio.  Any payment in shares of Common Stock shall be effected by the delivery of such shares to the Chief Financial Officer of Viskase, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidences as the Chief Financial Officer of Viskase shall require from time to time.

(4)Certificates for shares of Common Stock purchased upon the exercise of an Option shall be issued in the name of the Participant and delivered to the Participant as soon as practicable following the effective date on which the Option is exercised.

(5)During the lifetime of a Participant, each Option granted to him shall be exercisable only by him.  No Option shall be assignable or transferable otherwise than by will or by the laws of descent and distribution.

(d)Limitations on Grant of Incentive Stock Options.

(1)The aggregate Fair Market Value of shares of Common Stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of the Company (or any “subsidiary” of Viskase as such term is defined in Section 425 of the Code) shall not exceed $100,000.  Such Fair Market Value shall be determined as of the date on which each such incentive stock option is granted.  In the event that the aggregate Fair Market Value of shares of Common Stock with respect to such incentive stock options exceeds $100,000, then Incentive Stock Options granted hereunder to such Participant shall, to the extent and in the order required by regulations promulgated under the Code (or any other authority having the force of regulations), automatically be deemed to be Non-Qualified Stock Options, but all other terms and provisions of such Incentive Stock Options shall remain unchanged.  In the absence of such regulations (and authority), or in the event such regulations (or authority) require or permit a designation of the options which shall cease to constitute incentive stock options, Incentive Stock Options shall, to the extent of such excess and in the

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order in which they were granted, automatically be deemed to be Non-Qualified Stock Options, but all other terms and provisions of such Incentive Stock Options shall remain unchanged.

(2)No Incentive Stock Option may be granted to an individual if, at the time of the proposed grant, such individual owns stock possessing more than ten percent of the total combined voting power of all classes of stock of Viskase or any of its “subsidiaries” (within the meaning of Section 425 of the Code), unless (i) the per share exercise price of such Incentive Stock Option is at least one hundred and ten percent of the Fair Market Value of a share of Common Stock at the time such Incentive Stock Option is granted and (ii) such Incentive Stock Option is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

(3)In order for Incentive Stock Options to be validly granted pursuant to this Plan, this Plan must be approved by a majority of Viskase’s shareholders within 12 months of the date of adoption hereof by the Board of Directors.

(e)Effect of Termination of Employment.

(1)In the event that the employment of a Participant with the Company shall terminate for any reason other than Disability, Retirement, Cause or death (i) Options granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the sixtieth (60th) day following such termination, on which date they shall expire, and (ii) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination; provided, however, that no Option shall be exercisable after the expiration of its term.

(2)In the event that the employment of a Participant with the Company shall terminate on account of the Disability, Retirement or death of the Participant, such Participant shall be entitled to exercise, at any time or from time to time until the first anniversary of such termination, Options granted to such Participant hereunder to the extent that such Options were exercisable at the time of such termination or would have become exercisable had his employment continued until the first anniversary of such termination; provided, however, that no Option shall be exercisable after the expiration of its term.

(3)In the event of the termination of a Participant’s employment for Cause, all outstanding Options granted to such Participant shall expire at the commencement of business on the date of such termination.

(4)In addition to any other acceleration of exercisability provided under this Plan, an Option shall be deemed to be exercisable on the date of the termination of the employment of a Participant with the Company to the extent that the Committee so provides in writing, provided that such acceleration occurs prior to the first anniversary of such termination of employment.

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(f)Cash Bonuses.

The Committee may, in its absolute discretion, grant to any Participant a cash bonus in an amount determined by the Committee to enable the Participant to pay any federal, state or local income taxes arising out of the exercise of an Option.

7.ADJUSTMENT UPON CHANGES IN COMMON STOCK

(a)Shares Available for Grants.

In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the maximum aggregate number of shares of Common Stock with respect to which the Committee may grant Options shall be appropriately adjusted by the Committee.  In the event of any change in the number of shares of Common Stock outstanding by reason of any other event or transaction, the Committee may, but need not, make such adjustments in the number and class of shares of Common Stock with respect to which Options may be granted as the Committee may deem appropriate.

(b)Increase or Decrease in Issued Shares Without Consideration.

Subject to any required action by the shareholders of Viskase (including, but not limited to, any shareholder action required under Code Section 422 or any successor provision), in the event of any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend (but only on the shares of Common Stock), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by Viskase, the Committee shall proportionally adjust the number of shares of Common Stock subject to each outstanding Option and the exercise price per share of Common Stock of each such Option in order to prevent such increase or decrease from resulting in an enlargement or dilution of rights under outstanding Options.

(c)Certain Mergers.

Subject to any required action by the shareholders of Viskase (including, but not limited to, any shareholder action required under Code Section 422 or any successor provision), in the event that Viskase shall be the surviving corporation in any merger or consolidation (except a merger or consolidation as a result of which the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, which in each case shall be governed by Section 7(d)), each Option outstanding on the date of such merger or consolidation shall pertain to and apply to the securities which a holder of the number of shares of Common Stock subject to such Option would have received in such merger or consolidation.

(d)Certain Other Transactions.

Subject to any required action by the shareholders of Viskase (including, but not limited to, any shareholder action required under Code Section 422 or any successor provision), in the event of (i) a dissolution or liquidation of Viskase, (ii) a sale of all or substantially all of

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Viskase’s assets, (iii) a merger or consolidation involving Viskase in which Viskase is not the surviving corporation or (iv) a merger or consolidation involving Viskase in which Viskase is the surviving corporation but the holders of shares of Common Stock receive securities of another corporation and/or other property, including cash, the Committee in its absolute discretion shall have the power to:

(i)cancel, effective immediately prior to the occurrence of such event, each Option outstanding immediately prior to such event (whether or not then exercisable), and, in full consideration of such cancellation, pay to the Participant to whom such Option was granted an amount in cash, for each share of Common Stock subject to such Option, equal to the excess of (A) the value, as determined by the Committee in its absolute discretion, of the property (including cash) received by the holder of a share of Common Stock as a result of such event over (B) the exercise price of such Option; or

(ii)provide for the exchange of each Option outstanding immediately prior to such event (whether or not then exercisable) for an option with respect to, as appropriate, securities of such other corporation and/or other property (including cash) received by the holder of a share of Common Stock as a result of such event and, incident thereto, make an equitable adjustment as determined by the Committee in good faith in the exercise price of the option or the type or amount of securities or amount of property (including cash) subject to the option or, if appropriate, provide for a cash payment to the Participant to whom such Option was granted in partial consideration for the exchange of the Option.

(e)Other Changes.

Subject to any required action by the shareholders of Viskase (including, but not limited to, any shareholder action required under Code Section 422 or any successor provision), in the event of any change in the capitalization of Viskase or corporate change other than those specifically referred to in Sections 7(b), (c) or (d) hereof, the Committee may, in good faith, make such adjustments in the number and class of shares subject to Options outstanding on the date on which such change occurs and in the per share exercise price of each such Option as the Committee may consider appropriate and equitable to prevent such change in capitalization or other corporate change from resulting the an enlargement or dilution of rights under outstanding Options.

(f)No Other Rights.

Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger or consolidation of Viskase or any other corporation.  Except as expressly provided in the Plan, no issuance by Viskase of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an Incentive Award or the exercise price of any Option.

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8.RIGHTS AS A STOCKHOLDER

No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by or relating to any Incentive Award granted pursuant to this Plan until the date of the issuance of a stock certificate with respect to such shares.  Except as otherwise expressly provided in Section 7 hereof, no adjustment to any Incentive Award shall be made for dividends or other rights for which the record date occurs prior to the date such stock certificate is issued.

9.NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD

Nothing contained in the Plan or any Incentive Award shall confer upon any Participant any right with respect to the continuation of his employment by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment or other agreement to the contrary, at any time to terminate such employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive Award.

No person shall have any claim or right to receive an Incentive Award hereunder, and the Committee’s granting of an Incentive Award to a Participant at any time shall neither require the Committee to grant an Incentive Award to such Participant or any other Participant or other person at any other time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.

10.SECURITIES AND OTHER MATTERS

(a)Viskase shall be under no obligation to effect the registration pursuant to the Securities Act of any shares of Common Stock to be issued hereunder or to effect similar compliance under any state or foreign laws.  Notwithstanding anything herein to the contrary, Viskase shall not be obligated to cause to be issued or delivered any certificates evidencing shares of Common Stock pursuant to the Plan unless and until Viskase is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange on which shares of Common Stock are traded.  The Committee may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that such certificates bear such legends, as the Committee, in its sole discretion, deems necessary or desirable.

(b)The exercise of any Option granted hereunder shall only be effective at such time as counsel to Viskase shall have determined that the issuance and delivery of shares of Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded.  Viskase may, in its sole discretion, defer the effectiveness of any exercise of an Option granted hereunder in order to allow the issuance of shares of Common Stock pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws.  Viskase shall inform the Participant in writing of its decision to defer the effectiveness of the exercise of an

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Option granted hereunder.  During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

11.WITHHOLDING TAXES

(a)Cash Remittance.

Whenever shares of Common Stock are to be issued upon the exercise of an Option, Viskase shall have the right to require the Participant to remit to Viskase in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such exercise prior to the delivery of any certificate or certificates for such shares.

(b)Stock Remittance.

At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise of an Option, the Participant may tender to Viskase a number of shares of Common Stock determined by such Participant, the Fair Market Value of which at the tender date the Committee determines to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise or grant and not greater than the Participant’s estimated total federal, state and local tax obligations associated with such exercise or grant. Such election shall satisfy the Participant’s obligations under Section 11(a) hereof, if any.

(c)Stock Withholding.

At the election of the Participant, subject to the approval of the Committee, when shares of Common Stock are to be issued upon the exercise of an Option, Viskase shall withhold a number of such shares, the Fair Market Value of which at the effective date of such exercise the Committee determines to be sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise or grant and is not greater than the Participant’s estimated total federal, state and local tax obligations associated with such exercise or grant.  Such election shall satisfy the Participant’s obligations under Section 11(a) hereof, if any.

(d)Other Payments.

Whenever cash or property other than Common Stock is payable to any Participant with respect to an Option, Viskase shall have the right to withhold from any such payment (or secure payment from such Participant in lieu of withholding) the amount of any withholding or other tax due with respect to such payment prior to the delivery of such cash or property to the Participant.

12.AMENDMENT OF THE PLAN

The Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that no such suspension, discontinuance, revision or amendment shall adversely impair the rights of any Participant pursuant to an outstanding Incentive Award without the consent of such Participant.  Notwithstanding the foregoing, the Committee may take such actions as it deems appropriate to ensure that the Plan

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and any Incentive Awards may comply with any tax, securities or other applicable law.  Nothing herein shall restrict the Committee’s ability to exercise its discretionary authority as provided in the Plan.

13.NO OBLIGATION TO EXERCISE

The grant to a Participant of an Option shall impose no obligation upon such Participant to exercise such Option.

14.TRANSFERS UPON DEATH

Upon the death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution.  No transfer by will or the laws of descent and distribution of any Incentive Award, or the right to exercise any Incentive Award, shall be effective to bind Viskase unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the Incentive Award.

15.EXPENSES AND RECEIPTS

The expenses of the Plan shall be paid by Viskase.  Any proceeds received by Viskase in connection with any Incentive Award will be used for general corporate purposes.

16.FAILURE TO COMPLY

In addition to the remedies of Viskase elsewhere provided for herein, failure by a Participant to comply with any of the terms and conditions of the Plan or the agreement executed by such Participant evidencing an Incentive Award, unless such failure is remedied by such Participant within ten days after having been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of such Incentive Award, in whole or in part, as the Committee, in its absolute discretion, may determine.

17.EFFECTIVE DATE AND TERM OF PLAN

The Plan was adopted January 13, 2005 by the Board of Directors.  No grants may be made under the Plan after January 13, 2015.

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EX1A-6 MAT CTRCT.3

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 entered into that certain Amended and Restated Employment Agreement, dated as of December 30, 2016 (the “Employment Agreement”);

Whereas, the Participant exercised all the Participant’s Vested Options (as defined in the Employment Agreement) on or prior to the date hereof;

Whereas, the exercise of the Participant’s Vested Options is a condition to the execution and delivery of this Agreement.

In consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Participant hereby agree as follows:

1.Exercise of Vested Options.  The Participant represents and warrants that he exercised all the Vested Options on or prior to the date hereof and has no additional or other rights relating to the Vested Options other than the ownership of shares granted to the Participant as a result of such exercise.

2,Grant of Option.  The Company hereby irrevocably grants to the Participant the option (the “Option”) to purchase 600,000 shares (the “Option Shares”) of common stock, par value $.01 per share, of the Company (the “Common Stock”).  This Option is granted pursuant to and is subject to the terms and conditions of the Viskase Companies, Inc. 2005 Stock Option Plan, as amended (the “Plan”), except as modified in this Agreement.  A copy of the Plan is attached as an exhibit hereto and the terms and conditions thereof are incorporated herein by this reference and are expressly made part of this Agreement.  All terms used herein and defined in the Plan shall, unless otherwise defined herein, have the same means herein as they have in the Plan.  The Option granted hereby is non-transferable except as otherwise permitted under the Plan.

2.Option Price.  The Option price (the “Option Price”) with respect to the Option Shares shall be $2.53 per share without commission or other charge.

3.Exercisability.  This Option shall become exercisable as follows:

Date Option Becomes Exercisable	Cumulative Number of Option Shares as to Which Option is Exercisable
December 31 , 2017	33-1/3% or One-Third Shares
December 31, 2018	66-2/3% or Two-Thirds Shares
December 31, 2019	100% or Total Shares
Total	100% or Total Shares

; provided, however, (A) that if the Company experiences a Change of Control, and on or before the twelve-month anniversary of the date of such Change of Control the Company terminates the Participant’s employment without Cause, then this Option shall become fully vested and (B) notwithstanding anything to the contrary in the Plan, if the Participant’s employment with the Company is  terminated by the Company without Cause, or due to death or Disability, then this option shall become fully vested.

4.Term.  This Option shall expire on and not be exercisable after December 31, 2026.

5.Manner of Exercise.  This Option may be exercised solely by written notice to the Chief Financial Officer of the Company at least three (3) business days in advance of such exercise and by (i) full payment of the purchase price in accordance with Section 6(c) of the Plan for the Option Shares with respect to which Option or portion thereof is exercised, (ii) notification that the Participant is electing to exercise the Option or portion thereof on a net basis without the exchange of funds, or (iii) in any other manner provided by Section 6(c)(2) through (5) of the Plan, together in each case, with payment or arrangement for payment of any federal income or other tax required to be withheld by the Company with respect to such Common Stock and such other documents as may be requested by the Company pursuant to the Plan.

The Company may postpone the time of delivery of certificate for Common Stock for such additional time as may be necessary to comply with the listing requirements of any securities exchange upon which the Common Stock of the Company listed, or the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934 or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to the authorization, issuance or sale of securities.

6.Modification and Waiver.  Except as expressly provided in the Plan, neither this Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in writing signed by the Participant and the Company.  No such agreement shall extend to or affect any provision of this Agreement not expressly changed, modified, amended, discharged, terminated or waived or impair any right consequent on such provision.  The waiver of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof.

7.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

8.Participant Acknowledgment.  The Participant hereby acknowledges receipt of a copy of the Plan.

9.Definitions.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Viskase Companies, Inc. 2005 Stock Option Plan.  In addition, the following definitions are hereby added to the Agreement:

“Affiliate” shall mean, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided, that beneficial ownership of 10% or more of the Voting Stock of the Person shall be deemed to be control.  The terms “controlling” and “controlled” shall have meanings correlative of the foregoing.

“Change in Control” shall mean the occurrence of one or more of the following events:

(i)any direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), other than a transaction in which the transferee is controlled by one or more Permitted Holders;

(ii)any Person or Group, other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly whether by merger or consolidation, of a majority of the total outstanding Voting Stock of the Company as measured by voting power; provided that there shall be no Change in Control pursuant to this clause (ii) if the Permitted Holders continue to have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company;

(iii)the adoption of a plan for the liquidation or dissolution of the Company; or

(iv)during any two-year period, individuals who on the date such period commenced constituted a majority of the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of the Company was approved pursuant to a vote of a majority of the directors then still in office who were either directors on the date such period commenced or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; provided, that there shall be no Change in Control pursuant to this clause (iv) if since the date such period commenced the Permitted Holders continued to own, directly or indirectly, (A) at least 90% of the Voting Stock of the Company held by the Permitted Holders as of the date such period commenced and (B) more Voting Stock than any other Person or Group.

“Permitted Holder” shall mean  (1) Carl Icahn, any spouse and any child, stepchild, sibling or descendant of Carl Icahn; (2) the estate of Carl Icahn or any person identified under

clause (1); (3) any person who receives a beneficial interest, gift, grant or bequest in any entity included in clause (5) from, or in respect of,  the will or estate of any person specified under clause (1) or any estate identified under clause (2); (4) any executor, personal administrator or trustee who holds a beneficial interest in any entity included in clause (5) for the benefit of, or as fiduciary for, any person under clauses (1), (2) or (3); or (5) any corporation, partnership, limited liability company, trust, or similar entity, directly or indirectly owned or controlled by, or the sole beneficiary of which are, Carl Icahn or any other person or persons identified in clauses (1), (2) or (3).

“Person” shall mean a “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act.

“Voting Stock” shall mean securities of any class or classes of capital stock of the Company entitling the holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors (or equivalent governing body) of the Company.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Viskase Companies, Inc. has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on his own behalf, as of the day and year first above written.

VISKASE COMPANIES, INC.
By	/s/ Michael Schenker
	Name:	Michael Schenker
	Title:	General Counsel
/s/ Thomas Davis
Thomas Davis, Participant

EX1A-6 MAT CTRCT.4

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 other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Participant hereby agree as follows:

1.Grant of Option.  The Company hereby irrevocably grants to the Participant the option (the “Option”) to purchase 325,000 shares (the “Option Shares”) of common stock, par value $.01 per share, of the Company (the “Common Stock”).  This Option is granted pursuant to and is subject to the terms and conditions of the Viskase Companies, Inc. 2005 Stock Option Plan (as amended as of September 7, 2010, the “Plan”).  A copy of the Plan is attached as an exhibit hereto and the terms and conditions thereof are incorporated herein by this reference and are expressly made part of this Agreement.  All terms used herein and defined in the Plan shall, unless otherwise defined herein, have the same means herein as they have in the Plan.  The Option granted hereby is non-transferable except as otherwise permitted under the Plan.

2.Exercise Price.  The exercise price (the “Exercise Price”) with respect to the Option Shares shall be $8.00 per share without commission or other charge.

3.Exercisability.  This Option shall become exercisable as follows:

Date Option Becomes Exercisable	Cumulative Number of Option Shares as to Which Option is Exercisable
December 31, 2013	33-1/3% or 108,333 Shares
December 31, 2014	66-2/3% or 216,667 Shares
December 31, 2015	100% or 325,000 Shares
Total	100% or 325,000

; provided, however, that if the Company experiences a Change of Control, and on or before the earlier of (x) the 365-day anniversary of the date of such Change of Control or (y) December 31, 2015 the Company terminates the Participant’s employment without Cause, then this Option shall become fully vested and exercisable; provided, further, that this Option shall become fully vested and exercisable on the six-month anniversary of the consummation of a Qualified Public Offering.  In addition, in the event the Company terminates the Participant’s employment without Cause prior to the occurrence of a Change of Control, the Participant shall be entitled to exercise, until the sixtieth (60th) day following the date of such termination, all Options that were exercisable at the time of such termination and all Options that would have become exercisable had the Participant’s employment continued until the 365-day anniversary of the date of termination.  Subject to the foregoing, the effects upon this Option by reason of the Participant’s termination of employment with the Company or any of its subsidiaries due to death, Retirement, Cause or Disability are provided for in Section 6(e) of the Plan.

4.Term.  This Option shall expire on and not be exercisable after April 16, 2018.

5.Manner of Exercise.  This Option may be exercised solely by written notice to the Chief Financial Officer of the Company at least three (3) business days in advance of such exercise and by either (i) full payment of the purchase price in accordance with Section 6(c) of the Plan for the Option Shares with respect to which Option or portion thereof is exercised or (ii) notification that the Participant is electing to exercise the Option or portion thereof on a net basis without the exchange of funds (a “Cashless Exercise”) (provided that the Participant acknowledges and agrees that he may effectuate a Cashless Exercise only with the separate prior approval of the Board of Directors or the Committee), together in each case with payment or arrangement for payment of any federal income or other tax required to be withheld by the Company with respect to such Common Stock and such other documents as may be requested by the Company pursuant to the Plan.

The Company may postpone the time of delivery of a certificate for Common Stock for such additional time as may be necessary to comply with the listing requirements of any securities exchange upon which the Common Stock of the Company listed, or the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934 or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to the authorization, issuance or sale of securities.

In the event that the Participant elects with the prior approval of the Board of Directors or the Committee to effectuate a Cashless Exercise, the Participant agrees not to Transfer the shares of Common Stock issued upon such exercise (the “Cashless Exercise Shares”), which for the avoidance of doubt shall be net of any shares of Common Stock withheld pursuant to Section 11(c) of the Plan to satisfy federal, state and local withholding tax requirements, in an amount which, together with Transfers of Cashless Exercise Shares by Permitted Transferees, exceeds 33-1/3% of the Cashless Exercise Shares during any 12-month period.  The foregoing restriction on Transfer shall not apply to Transfers to Permitted Transferees and shall terminate 30 days following the earlier of (i) the Participant’s termination of employment with the Company or (ii) the occurrence of a Change in Control.

6.Modification and Waiver.  Except as expressly provided in the Plan, neither this Agreement nor any provision hereof can be changed, modified, amended, discharged, terminated or waived orally or by any course of dealing or purported course of dealing, but only by an agreement in writing signed by the Participant and the Company.  No such agreement shall extend to or affect any provision of this Agreement not expressly changed, modified, amended, discharged, terminated or waived or impair any right consequent on such provision.  The waiver of or failure to enforce any breach of this Agreement shall not be deemed to be a waiver or acquiescence in any other breach thereof.

7.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

8.Participant Acknowledgment.  The Participant hereby acknowledges receipt of a copy of the Plan.

9.Definitions.  Capitalized terms used herein and not otherwise defined in this Section 9 or elsewhere in this Agreement shall have the meanings ascribed to such terms in the Plan.  The following definitions apply to this Agreement and, in the case of defined terms that are also defined in the Plan, supersede such terms as defined in the Plan:

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.  The terms “controlling” and “controlled” have meanings correlative of the foregoing

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.  The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have meanings correlative to the foregoing.

“Capital Stock” means:

(1)with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock;

(2)with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person; and

(3) any warrants, rights or options to purchase any of the instruments or interests referred to in clause (1) or (2) above.

“Cause” shall mean the Employee’s (1) failure to perform substantially all of the duties of Executive Vice President, General Counsel and Chief Administrative Officer (other than failure resulting from incapacity due to Disability) or to follow the lawful directions given to the Employee by the Company; (2) being charged with any felony or convicted of any crime punishable by imprisonment other than traffic violations; (3) engagement in an act of fraud or of willful dishonesty towards the Company or any of its Affiliates; (4) material breach of this Agreement or the policies of the Company; or (5) violation of a federal or state securities law or regulation.  Prior to termination for “Cause” as a result of failure as contemplated in clause 1 or 4 above, the Employee shall be given notice of his activity giving rise to such failure and will have fifteen calendar days to correct such activity; provided, that the Company shall only be required to provide notice under this sentence two times during any calendar year.

“Change of Control” means the occurrence of one or more of the following events:

(1)any direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company to any Person or

group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), other than a transaction in which the transferee is controlled by one or more Permitted Holders; or

(2)any Person or Group, other than Permitted Holders, is or becomes the Beneficial Owner, directly or indirectly whether by merger or consolidation, of a majority of the total outstanding Voting Stock of the Company as measured by voting power; provided that there shall be no Change of Control pursuant to this clause (2) if the Permitted Holders continue to have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company.

“Permitted Holders” means Carl C. Icahn, his Affiliates and Related Parties.

“Permitted Transferee” shall mean a Participant’s spouse, child or any other lineal descendant and any trust, partnership or limited liability company for the benefit of, or the ownership interest of which are owned wholly by, the Participant and/or the Participant’s spouse, children or other lineal descendants.

“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Qualified Public Offering” means a firm-commitment public offering of the Company’s Common Stock pursuant to an effective registration statement under the Securities Act resulting in at least $75,000,000 of gross proceeds to the Company and/or selling stockholders and immediately after which the Common Stock is listed on a national securities exchange.

“Related Parties” means (1) Carl C. Icahn and his siblings, their spouses and descendants (including stepchildren and adopted children) and the spouses of such descendants (including stepchildren and adopted children) (collectively, the “Family Group”); (2) any trust, estate, partnership, corporation, company, limited liability company or unincorporated association or organization (each an “Entity”) controlled (as hereinafter defined) by one or more members of the Family Group; (3) any Entity over which one or more members of the Family Group, directly or indirectly, have rights that, either legally or in practical effect, enable them to make or veto significant management decisions with respect to such Entity, whether pursuant to the constituent documents of such Entity, by contract, through representation on a board of directors or other governing body of such Entity, through a management position with such Entity or in any other manner (such rights hereinafter referred to as “Veto Power”); (4) the estate of any member of the Family Group; (5) any trust created (in whole or in part) by any one or more members of the Family Group; (6) any individual or Entity who receives an interest in any estate or trust listed in clauses (4) or (5), to the extent of such interest; (7) any trust or estate, substantially all the beneficiaries of which (other than charitable organizations or foundations) consist of one or more members of the Family Group; (8) any organization described in Section 501(c) of the Internal Revenue Code of 1986, as amended (the “IRC”), over which any one or more members of the Family Group and the trusts and estates listed in clauses (4), (5) and (7) have direct or indirect Veto Power, or to which they are substantial contributors (as such term is defined in Section 507 of the IRC); or (9) any organization described in Section 501(c) of the IRC of which a member of the Family Group is an officer, director or trustee. Solely for the purposes of this definition of

“Related Parties,” the term “controlled,” means ownership, directly or through ownership of other Entities, of at least thirty percent (30%) of (a) in the case of a corporation, all the voting stock (other than stock that is voting only as required by applicable law or stock that pays dividends only on a nonparticipating basis at a fixed or floating rate and is voting solely as a result of the nonpayment of dividends) and (b) in the case of any other Entity, all the voting equity interests (other than equity interests that are voting only as required by applicable law or equity interests that pay dividends or distributions only on a nonparticipating basis at a fixed or floating rate and are voting solely as a result of the nonpayment of dividends or distributions).

“Transfer” shall mean, with respect to the Cashless Exercise Shares, the transfer, assignment, sale, pledge or encumbrance of such Cashless Exercise Shares.

“Voting Stock” means, with respect to any Person, securities of any class or classes of Capital Stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors (or equivalent governing body) of such Person.

IN WITNESS WHEREOF, Viskase Companies, Inc. has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on his own behalf, as of the day and year first above written.

VISKASE COMPANIES, INC.
By	/s/ Thomas Davis
	Title: Chairman, President & CEO
/s/ Michael D. Schenker
Michael D. Schenker, Participant

EX1A-6 MAT CTRCT.5

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 Option Agreement (the “Agreement”) dated as of April 16, 2013.

In consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Participant hereby agree as follows:

1.Exercisability.  Section 3 of the Agreement is hereby amended and restated to read in its entirety as follows:

Date Option Becomes Exercisable	Cumulative Number of Option Shares as to Which Option is Exercisable
December 31, 2013	33-1/3% or 108,333 Shares
December 31, 2014	66-2/3% or 216,667 Shares
December 31, 2015	100% or 325,000 Shares
Total	100% or 325,000

3.Exercisability.  This Option is acknowledged to be fully vested and exercisable as of December 31, 2015.  This Option shall remain exercisable for the entire term stated in Section 4 of this Agreement, notwithstanding any termination or expiration of Participant’s employment with the Company for any reason.

2.Term.  Section 4 of the Agreement is hereby amended and restated to read in its entirety as follows:

4.Term.  This Option shall expire on and not be exercisable after April 16, 2023.

3.Manner of Exercise.  Section 5 of the Agreement is hereby amended and restated to read in its entirety as follows:

5.Manner of Exercise.  This Option may be exercised as provided in Section 6 (c) (2) through (5) of the 2005 Stock Option Plan, as amended as of September 10, 2010.

4.Entire Agreement.  This Amendment shall be considered an amendment to and a part of the Agreement.

1

5.Effect of Amendment.  Except as specifically stated herein, all terms, covenants and conditions of the Agreement shall remain in full force and effect.

[Signature Page Follows]

2

IN WITNESS WHEREOF, Viskase Companies, Inc. has caused this Amendment to be duly executed by its duly authorized officer and said Participant has hereunto signed this Amendment on his own behalf, as of the day and year first above written.

VISKASE COMPANIES, INC.
By	/s/ Thomas D. Davis
	Thomas D. Davis
	Chief Executive Officer
/s/ Michael D. Schenker
Michael D. Schenker, Participant

3

EX1A-6 MAT CTRCT.6

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 of the Company, encouraging and stimulating superior performance by such individuals, and assisting in attracting and retaining highly qualified key employees.

II.DEFINITIONS

A.Base Salary equals the base annual salary effective January 1st for the year for which the award is calculated.  Base Salary shall be the monthly base salary, multiplied by twelve, and shall exclude any “13th Month”, “14th Month”, or any other bonus or other remuneration.  If a Participant’s Bonus level or Base Salary changes during the year, the Base Salary used to calculate the Bonus under this Plan will be prorated for the portion of the year each Bonus level or Base Salary was in effect based on the 12-month year described above.

B.Company means Viskase Companies, Inc. and its subsidiaries and its successors and assigns.

C.Fiscal Year means the Company’s Fiscal Year beginning January 1, 2017 and ending December 31, 2017.

D.Plan means the Viskase Companies, Inc. Executive Incentive Plan, as from time to time amended.

E.Chief Executive Officer means the Chief Executive Officer of Viskase Companies, Inc.

F.Global Director Human Resources means the Global Director Human Resources of Viskase Companies, Inc.

G.Manager, Global Compensation means the Manager, Global Compensation of Viskase Companies, Inc.

H.Financial Awards are the awards that Participants may earn pursuant to the Plan.

III.EMPLOYEES COVERED BY THIS PLAN

Those employees in eligible positions as described in Exhibit B and who are specifically approved by the Chief Executive Officer for participation in the Plan (each a “Participant”) shall be eligible to participate in this Plan in accordance with the terms and conditions herein and in any Plan document approved by the Chief Executive Officer and provided to the Participant.  During the Fiscal Year, the Chief Executive Officer may add additional eligible positions and approve new hires or promoted employees for participation in the Plan.  Notwithstanding the foregoing, no Participant shall be eligible to participate in the Plan unless he or she, if required to do so under applicable Company policies and practices, has returned to the Company an executed

confidentiality commitment and acknowledged their understanding and acceptance of such confidentiality commitment consistent with the Company practices and procedures.

IV.FINANCIAL AWARD

A Participant in the Plan shall be entitled to a Financial Award computed as the product of:

A.“Participant’s Base Salary” shall be the salary as defined in Section II.

B.“Target Bonus as a % of Salary” shall be the % Target as described in Exhibit B for each eligible position and set forth in any Plan document approved by the Chief Executive Officer and provided to the Participant.

C.“Performance as a % of Target” shall be determined in the manner set forth in Exhibit A based on the attainment of the specified financial and operating goals for the Fiscal Year.  Exhibit A also contains examples showing application of some of the components of the formula set forth above.

It is intended that increases and decreases in Financial Awards which result from the application of any Management Adjustment (as defined in Exhibit A) shall not result in an increase in the aggregate Plan payout that would otherwise apply based on the Performance as a % of Target (as set forth on the attached Exhibit A assuming no Management Adjustments were made) (such aggregate Plan payout being referred to as the “Maximum Bonus Pool”), and in the event that the Financial Awards otherwise calculated in accordance with this Section IV would exceed the Maximum Bonus Pool, each of the Financial Awards calculated on that basis shall be reduced pro rata in order that the aggregate Financial Awards shall not exceed the Maximum Bonus Pool.

If a Participant was in more than one Bonus-eligible position during a Fiscal Year, a separate computation shall be made for each Bonus-eligible position applicable to the Participant during such Fiscal Year; the sum of the separate computations shall be the Participant’s Financial Award.

V.PERFORMANCE MEASURES, TARGETS AND PAYOUT RANGES

The financial and operating performance measures, targets and payout ranges used for incentive purposes shall be established by the Compensation Committee of the Board of Directors (the “Compensation Committee”) based on the annual business plan.  Those measures, targets and payout ranges, as appropriate, shall be approved by the Chief Executive Officer and the Compensation Committee.  The performance measures and targets are set forth in Exhibit A.

At any time prior to the final determination of awards, the Compensation Committee may, in its sole discretion, increase, decrease, or otherwise adjust performance measures, targets, and payout ranges used hereunder, as a result of extraordinary or non-recurring events, changes in applicable accounting rules or principles, changes in the Company’s methods of accounting, changes in applicable law, changes due to consolidations, acquisitions, or reorganizations affecting the Company and its subsidiaries and affiliates, or other material changes in the Company’s business.

VI.COMPUTATION AND DISBURSEMENT OF FUNDS

As soon as practicable after the close of the Fiscal Year and approval of the Company’s annual financial statements, the Chief Financial Officer shall calculate the applicable financial and operating performance measures under the Plan.  The Manager, Global Compensation  shall then calculate the proposed payout under the Plan based upon the proposed achievement of the financial and operating performance measures and the determinations of Performance as a % of Target.  The proposed payout shall be verified by the Chief Executive Officer and presented to the Compensation Committee for review and final approval.  Once approved, payment of the Financial Awards shall be made within 30 days after completion of the annual audit, but not later than September 30th of the calendar year following the fiscal year for which the award is earned.

Each Participant shall be liable for any and all federal, state, provincial, local or foreign taxes, pension plan contributions, employment insurance premiums, social insurance contributions, amounts payable to a governmental and/or regulatory body in the Participant’s country and other levies of any kind required by applicable laws to be deducted or withheld with respect to the awards granted pursuant to the Plan (collectively, the “Withholding Taxes”). The Company and its subsidiaries shall have the right to deduct and withhold all required Withholding Taxes from any payment or other consideration deliverable to the Participant.

VII.PRORATION OF FINANCIAL AWARDS

Any Participant who is not employed with the Company in a Bonus-eligible position on or prior to October 1 of the Fiscal Year, or who is not employed in a Bonus-eligible position for a minimum of three months during the Fiscal Year, shall not be eligible to receive a Financial Award for the Fiscal Year, except as otherwise provided by the Compensation Committee.  Any Participant who is eligible for a Financial Award but who did not serve in a Bonus-eligible position during the entire Fiscal Year will be entitled to a pro-rated Bonus payment based on the amount of time such eligible Participant was actively and continuously employed in an eligible position during the Fiscal Year.

·New Hires and Rehires — The Financial Award will be prorated based upon the number of full months the Participant was employed during the Fiscal Year.  For example, a Participant initially hired on July 1st would be eligible for 50% of the annual Financial Award.  In the case of rehires, there is no credit for prior service and the rehire date must occur prior to October 1st in order for the Participant to be Bonus-eligible under the Plan for the Fiscal Year.

·Leaves of Absence - Time taken during a leave of absence (including disability leave) is not credited toward eligibility for a Financial Award; therefore, awards will be prorated for the length of time on leave of absence.  Furthermore, payments of Financial Awards are not considered earned and payable unless and until the Participant returns to work, with the exception of military leave.  If the leave of absence lasts nine months or more during the Fiscal Year, the Participant will not have met the three-month eligibility required to earn a Bonus for that Fiscal Year.

·Promotions and Demotions — If the action results in a movement from one Bonus-eligible position to another Bonus-eligible position (with either a higher or lower Bonus target) a prorated Financial Award will be calculated.  The Financial Award will be calculated separately by factoring the time in each Bonus-eligible position by the corresponding Bonus target and Base Salary during the Participant’s tenure in each position.  However, if a Participant is both promoted and later demoted during the Fiscal Year, the Participant’s entire Bonus eligibility and Bonus target percent will be determined by the lower grade.

·Status Change

·Change in employment status — The Financial Award is not payable unless the Participant has occupied a Bonus-eligible position for at least three months during the Fiscal Year and meets all eligibility criteria during the last full quarter of the Fiscal Year, i.e., from October 1st through December 31st.  The Financial Award will be based upon the Base Salary and the annual Bonus target while in the Bonus-eligible position.

·Bonus-eligible position to a non-Bonus eligible position — The Financial Award will be prorated based upon the time in a Bonus-eligible position as long as the Participant was in the position for a minimum of three months during the Fiscal Year.  A Participant must occupy a Bonus-eligible position prior to October 1st in order to be eligible to receive a Bonus payment for the Fiscal Year. The Financial Award will be based upon the Base Salary and the annual Bonus target while in the Bonus-eligible position.

·Non-Bonus-eligible position to a Bonus-eligible position — The Financial Award will be prorated based on the time worked, the corresponding Bonus target, and the Base Salary in effect while in the Bonus-eligible position as long as the Participant was in the eligible position for a minimum of three months during the Fiscal Year.  A Participant must move into the Bonus-eligible position prior to October 1st in order to be eligible to receive a Bonus payment for the Fiscal Year.

VIII.FORFEITURE / RECOUPMENT OF FINANCIAL AWARDS

Financial Awards are not considered earned until they are approved by the Compensation Committee and are actually paid by the Company.  Consequently, a Participant whose employment with the Company is voluntarily or involuntarily terminated prior to the actual Financial Award payment date will be ineligible for payment of the Financial Award, except as otherwise provided by the Compensation Committee in its sole and absolute discretion, in which case any such Financial Award to the terminated employee shall be paid at the time Financial Awards are paid to active employees pursuant to Section VI above.

If the Compensation Committee, in its sole and absolute discretion, determines that (i) there has been misconduct or a gross dereliction of duty resulting in either a violation of law or Company policy or procedures, that in either case, causes significant financial or reputational harm to the Company (or any of its affiliates), and that a Participant committed the misconduct/gross dereliction of duty, or materially failed in his or her responsibility to manage or monitor the applicable conduct or risk ; (ii) a conduct of a Participant involves an immoral act which is reasonably likely to impair the reputation of the Company (or any of its affiliates); (iii) a Participant was convicted for a felony or any crime involving fraud or embezzlement or dishonesty or was convicted of, or entered a plea of nolo contendere to a misdemeanor (other than a traffic violation) punishable by imprisonment under federal, state or local law; (iv) a Participant violated any securities or employment laws or regulations; (v) a Participant materially breached any confidentiality, non-compete and/or non-solicitation clauses in a Participant’s employment letter, employment contract, or other written agreement with the Company (or any of its affiliates); or (vi) a Participant embezzled and/or misappropriated any property of the Company (or any of its affiliates) or committed any act involving fraud with respect to the Company (or any of its affiliates),  then, to the extent not prohibited by applicable law, the Compensation Committee, in its sole and absolute discretion, may seek reimbursement from such Participant of (and such

Participant shall be obligated to repay) all or any portion of any payments made to such Participant in respect of the Financial Award; provided, however, that the Compensation Committee may only seek such reimbursement in respect of payments of the Financial Award made to a Participant within the three-year period preceding the date that the Compensation Committee makes a determination that there has been misconduct or a gross dereliction of duty.

If the Compensation Committee determines, in its sole and absolute discretion, that calculations underlying the performance measures and targets, including but not limited to mistakes in the Company’s financial statements with respect to the Fiscal Year, were incorrect, then the Compensation Committee may, in its sole and absolute discretion, seek to recover the amount of any payment made to Participants that exceeded the amount that would have been paid based on the corrected calculations; provided, however, that the Compensation Committee may only seek to recover such amounts within the three-year period preceding the date that the Compensation Committee makes a determination that the calculations were incorrect.

To the extent not prohibited by applicable law, if a Participant is an executive officer of the Company, or, if applicable, has otherwise been designated by the Board of Directors as an “officer” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Compensation Committee may seek reimbursement of any payment made to such Participant in respect of the Financial Award in the event of a restatement of the Company’s (or any of its subsidiaries’) financial results (occurring due to material noncompliance with any financial reporting requirements under applicable securities laws) that reduced a previously granted payment made to such Participant in respect of the Financial Award.  In that event, the Compensation Committee may, in its sole and absolute discretion, seek to recover the amount of any such payment made to the Participant that exceeded the amount that would have been paid based on the restated financial results. The foregoing shall only apply with respect to payments made to a Participant within the three-year period prior to any such restatement.

If the Company subsequently determines that it is required by law to apply a “clawback” or alternate recoupment provision to the Financial Award, under the Dodd-Frank Wall Street Reform and Consumer Protection Act or otherwise, then such clawback or recoupment provision also shall apply to such Financial Award in accordance with the applicable legal requirements.

To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, will have the right to set off (or cause to be set off) any amounts otherwise due to a Participant from the Company in satisfaction of any repayment obligation of such Participant hereunder, provided that any such amounts are exempt from, or set off in a manner intended to comply with the requirements of Section 409A of the Code.

For the avoidance of doubt, the Company’s rights under this Section VIII shall apply to Participants, without regard to whether any such Participant is currently providing, or previously provided, services to the Company as an employee.

IX.ADMINISTRATION

This Plan shall be administered by the Manager, Global Compensation, subject to the control and supervision of the Chief Executive Officer, Global Human Resources Director and the Compensation Committee.  In the event of a claim or dispute brought forth by a Participant (other than the Chief Executive Officer), the decision of the Chief Executive Officer as to the facts in the case and the meaning and intent of any provision of the Plan, or its application, shall be final, binding, and conclusive.  In the event of a claim or dispute brought forth by the Chief Executive

Officer, the decision of the Compensation Committee as to the facts in the case and the meaning and intent of any provision of the Plan, or its application, shall be final, binding, and conclusive.

X.NO EMPLOYMENT CONTRACT; FUTURE PLANS

Participation in this Plan shall not confer upon any Participant any right to continue in the employ of the Company nor interfere in any way with the right of the Company to terminate any Participant’s employment at any time.  The Company is under no obligation to continue the Plan in future years.  Participation in this Plan shall also supersede and eliminate any annual incentive bonus plan and/or other statutory or contractual annual bonus arrangement that the Participant has or may have had by contract or otherwise (“Other Bonus Arrangement”), except as may be expressly provided in the acceptance document that such Participant executes or in any employment or other agreement that specifically references eligibility to participate in the Executive Incentive Plan or its predecessor Management Incentive Plan. In the event that, under applicable law, the foregoing sentence is to any extent not enforceable to supersede and eliminate entitlement under such Other Bonus Arrangement, then any amounts which would otherwise be payable under this Plan shall be automatically reduced by any amounts paid or payable to a Participant under any such Other Bonus Arrangement with respect to the same Fiscal Year period.

[FOR EMEA BONUS PLANS PARTICIPANTS:

Each Participant, as a condition of participation in the Plan, shall sign an acknowledgement substantially as follows:

“By signing below, the Participant acknowledges and accepts unreservedly that this Plan supersedes by right any prior variable remuneration scheme that he had been previously granted; consequently membership to the Plan shall terminate any variable remuneration schemes that may have existed before, without any possible accumulation.”

“En apposant sa signature ci-après, le Participant reconnaît et accepte sans réserve que ce programme se substitue de plein droit au(x) dispositif(s) antérieur(s) dont il bénéficiait à titre de rémunération variable; en conséquence l’adhésion au Plan met un terme au(x)dispositifs(s) de rémunération variable ayant préexisté, aucun cumul n’étant possible.”]

XI.AMENDMENT OR TERMINATION

The Compensation Committee may at any time, or from time to time, in its sole and absolute discretion, (a) amend, alter or modify the provisions of this Plan, (b) terminate this Plan, or (c) terminate the participation of an employee or group of employees in this Plan; provided, however, that in the event of the termination of this Plan or a termination of participation, the Compensation Committee, in its sole and absolute discretion, may determine that a prorated award is payable to employees who were Participants in this Plan. If such determination is made and prorated awards are granted, the awards shall be paid within 30 days after completion of the annual audit but not later than September 30 of the calendar year following the Fiscal Year for which the award is earned.

XII.GENERAL PROVISIONS

A.No rights of the Participants under this Plan shall be transferable or assignable by a Participant, either voluntarily or involuntarily by way of encumbrance, pledge, attachment, levy or charge of any nature (except as may be required by state or federal law).

B.Nothing in the Plan shall require the Company to segregate or set aside any funds or other

property for the purpose of paying any portion of an award.  No Participant, beneficiary or other person shall have any right, title or interest in any amount awarded under the Plan prior to the payment of such award to him or her.  A Participant’s rights to a Financial Award under this Plan are no greater than those of unsecured general creditors of the Company.

C.By participating in the Plan, each Participant hereunder shall consent to the holding and processing of personal information provided by such Participant to the Company, any affiliate of the Company, trustee or third party service provider, for all purposes relating to the operation of the Plan and to the extent necessary for such operation. These include, but are not limited to: (i) administering and maintaining Participant records; (ii) providing information to the Company, its affiliates, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (iii) providing information to future purchasers or merger partners of the Company or any of its affiliates, or the business in which the Participant works; and (iv) to the extent not prohibited by applicable law, transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country.

D.The Financial Award payable hereunder is provided solely as an incentive and shall not constitute part of a Participant’s employment compensation package. The Financial Award under the Plan is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, long-service awards, pension, or retirement benefits or similar payments.

E.This Plan is governed by the laws of the State of New York and as such will be construed under and in accordance with the laws of the State of New York without regard to conflicts of law.

Signed and Agreed, effective for the Fiscal Year commencing January 1, 2017.

VISKASE COMPANIES, INC.
By:		Date:
	Thomas D. Davis
	Chief Executive Officer
PARTICIPANT
Signature:		Date:
Name:

VISKASE COMPANIES, INC.

2017 Executive Incentive Plan

Participant Target

I acknowledge receipt of a copy of the 2017 Management Incentive Plan and agree with its provisions.

Signed and Agreed, effective for the Fiscal Year commencing January 1, 2017.

PARTICIPANT

Signature: Date:

VISKASE COMPANIES, INC.

By:		Date:	July 17, 2017
	Thomas D. Davis
	Chief Executive Officer

EXHIBIT A

VISKASE COMPANIES, INC.

2017 Executive Incentive Plan

Performance as a % of Target

·The worldwide financial target for 2017 shall be the attainment of WW Operational EBITDA of $     million.

·The Regional financial targets for 2017 shall be the attainment of EBITDA by Sales Region as follows:

·North America EBITDA of $    mm (includes EBITDA from Polyclip of $    mm).

·EMEA EBITDA of $    mm (includes EBITDA from Darmex and Walsroder of $    mm and $    mm, respectively, and synergies of $    mm).

·South America EBITDA of $    mm.

·Asia/Pacific EBITDA of $    mm.

·EBITDA shall mean operating income before interest, taxes, depreciation and amortization after accrual for bonuses and excluding restructuring charges and expenses for the U.S. defined benefit plan.

·For EBITDA of less than 90% of the worldwide financial target, no Financial Awards shall be made.

·For each Participant, Performance as a % of Target shall equal (a) the sum of (i) the % Performance Award Earned in accordance with Table I below multiplied by the percentage assigned to such Participant for the worldwide financial target, plus (ii) the % Performance Award Earned in accordance with Table I below multiplied by the percentage(s) assigned to such Participant, if any, for the regional financial target(s); (b) increased or decreased by any Management Adjustment (as below defined); subject in all cases to the requirement that the Company must achieve not less than 90% of the worldwide financial target in order for a Financial Award to be earned.  The Chief Executive Officer shall have the discretion to increase or decrease (a) above for any Participant (except the Chief Executive Officer) by up to 100 percentage points (any such percentage point increase or decrease, a “Management Adjustment”).

·Calculation of Performance as a % of Target, and application of the other components of the Financial Award formula, may be illustrated by the following examples:

·Example 1:  Participant has a performance measure percentage allocation of 100% worldwide EBITDA and 0% regional EBITDA.  Company achieves 96% of worldwide financial target and there is no Management Adjustment.  Participant has a Target Bonus as a % of Salary of 30%.

A.Performance as a % of Target:

% Performance Award Earned X WW Target = 80% X 100% = 80%

% Performance Award Earned X Regional Target = N/A% X 0% = 0%

Management Adjustment = 0%

Performance as a % of Target = 80% + 0% +/- 0 = 80%

B.Target Bonus as a % of Salary:30%

C.A X B = 80% X 30% = 24%

Financial Award = Base Salary x 24%

·Example 2:  Participant has a performance measure percentage allocation of 100% worldwide EBITDA and 0% regional EBITDA.  Company achieves 100% of worldwide financial target but the Management Adjustment is a 30 percentage point decrease.  Participant has a Target Bonus as a % of Salary of 30%.

A.Performance as a % of Target:

% Performance Award Earned X WW Target = 100% X 100% = 100%

% Performance Award Earned X Regional Target = N/A% X 0% = 0%

Management Adjustment = -30%

Performance as a % of Target = 100% + 0% - 30% = 70%

A.Target Bonus as a % of Salary:30%

B.A X B = 70% X 30% = 21%

Financial Award = Base Salary x 21%

·Example 3:  Participant has a performance measure percentage allocation of 100% worldwide EBITDA and 0% regional EBITDA.  Company achieves 115%  and there is no Management Adjustment.  Participant has a Target Bonus as a % of Salary of 30%.

A.Performance as a % of Target:

% Performance Award Earned X WW Target = 130% X 100% = 130%

% Performance Award Earned X Regional Target = N/A% X 0% = 0%

Management Adjustment = 0%

Performance as a % of Target = 130% + 0% +/- 0% = 130%

B.Target Bonus as a % of Salary:30%

C.A X B = 130% X 30% = 39%

Financial Award = Base Salary x 39%

·Example 4:  Participant has a performance measure percentage allocation of 50% worldwide EBITDA and 50% regional EBITDA.  Company achieves 100% of worldwide financial target, Company achieves less than 90% of Participant’s regional financial targets, and the Management Adjustment is a 20 percentage point increase.

A.Performance as a % of Target:

% Performance Award Earned X WW Target = 100% X 50% = 50%

% Performance Award Earned X Regional Target = 0% X 50% = 0%

Management Adjustment = +20%

Performance as a % of Target = 50% + 0% + 20%= 70%

B.Target Bonus as a % of Salary:30%

C.A X B = 70% X 30% = 21%

Financial Award = Base Salary x 21%

Table I
% of Financial Target Achieved
Worldwide EBITDA	% of EBITDA Target		% Performance Award Earned
$	90	%	25	%
$	91	%	35	%
$	92	%	45	%
$	93	%	55	%
$	94	%	65	%
$	95	%	75	%
$	96	%	80	%
$	97	%	85	%
$	98	%	90	%
$	99	%	95	%
$	100	%	100	%
$	105	%	110	%
$	110	%	120	%
$	115	%	130	%
$	120	%	140	%
$	125	%	150	%

Table I
% of Financial Target Achieved
North America Regional EBITDA	% of EBITDA Target		% Performance Award Earned
$	90	%	25	%
$	91	%	35	%
$	92	%	45	%
$	93	%	55	%
$	94	%	65	%
$	95	%	75	%
$	96	%	80	%
$	97	%	85	%
$	98	%	90	%
$	99	%	95	%
$	100	%	100	%
$	105	%	110	%
$	110	%	120	%
$	115	%	130	%
$	120	%	140	%
$	125	%	150	%

Table I
% of Financial Target Achieved
EMEA Regional EBITDA	% of EBITDA Target		% Performance Award Earned
$	90	%	25	%
$	91	%	35	%
$	92	%	45	%
$	93	%	55	%
$	94	%	65	%
$	95	%	75	%
$	96	%	80	%
$	97	%	85	%
$	98	%	90	%
$	99	%	95	%
$	100	%	100	%
$	105	%	110	%
$	110	%	120	%
$	115	%	130	%
$	120	%	140	%
$	125	%	150	%

EMEA and North America include acquisition EBITDA

Table I
% of Financial Target Achieved
South America Regional EBITDA	% of EBITDA Target		% Performance Award Earned
$	90	%	25	%
$	91	%	35	%
$	92	%	45	%
$	93	%	55	%
$	94	%	65	%
$	95	%	75	%
$	96	%	80	%
$	97	%	85	%
$	98	%	90	%
$	99	%	95	%
$	100	%	100	%
$	105	%	110	%
$	110	%	120	%
$	115	%	130	%
$	120	%	140	%
$	125	%	150	%

Table I
% of Financial Target Achieved
Asia Pacific Regional EBITDA	% of EBITDA Target		% Performance Award Earned
$	90	%	25	%
$	91	%	35	%
$	92	%	45	%
$	93	%	55	%
$	94	%	65	%
$	95	%	75	%
$	96	%	80	%
$	97	%	85	%
$	98	%	90	%
$	99	%	95	%
$	100	%	100	%
$	105	%	110	%
$	110	%	120	%
$	115	%	130	%
$	120	%	140	%
$	125	%	150	%

EX1A-6 MAT CTRCT.7

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)	“Exchange Act”	3
	(l)	“Participant”	3
	(m)	“Performance Award”	3
	(n)	“Person”	3
	(o)	“Plan”	3
	(p)	“Related Parties”	3
	(q)	“Retirement”	3
	(r)	“Separation from Service”	3
	(s)	“Subsidiary”	4
	(t)	“Viskase”	4
	(u)	“Voting Stock”	4
3.	ADMINISTRATION OF THE PLAN		4
4.	ELIGIBILITY		4
5.	PERFORMANCE AWARDS		4
	(a)	Grant of Performance Awards	4
	(b)	Value of Performance Awards	5
	(c)	Earning of Performance Awards	5
	(d)	Award Agreement	5
	(e)	Form and Timing of Payment of Performance Awards	5

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	(f)	Payment in the Event of Death, Disability, or a Separation from Service due to (i) Retirement, (ii) Termination by the Company without Cause, or (iii) Termination by the Company due to Participant’s Disability as Defined in the Participant’s Agreement	5
	(g)	Payment in the Event of a Separation from Service for Other Reasons	5
	(h)	Payment Upon a Change in Control	6
	(i)	Leaves of Absence	6
	(j)	Nontransferability	6
6.	ADJUSTMENTS		6
7.	NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO PERFORMANCE AWARD		6
8.	COMPLIANCE WITH CODE SECTION 409A		7
9.	CANCELLATION, RESCISSION, AND CLAWBACK OF PERFORMANCE AWARDS		7
10.	WITHHOLDING TAXES		8
11.	AMENDMENT OF THE PLAN AND OUTSTANDING AWARD AGREEMENTS		8
12.	TRANSFERS UPON DEATH		8
13.	FAILURE TO COMPLY		8
14.	EFFECTIVE DATE AND TERM OF PLAN		9
15.	GOVERNING LAW		9

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16. FUNDED STATUS 9

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VISKASE COMPANIES, INC. 2012 LONG-TERM PERFORMANCE PLAN

JUNE 15, 2012, AS AMENDED ON MARCH 10, 2017

1.PURPOSE OF THE PLAN

This Viskase Companies, Inc. 2012 Long-Term Performance Plan is intended to promote the interests of the Company by providing the officers and employees of the Company, who are largely responsible for the management, growth and protection of the business of the Company, with incentives and rewards to encourage them to continue in the employ of the Company.

2.DEFINITIONS

As used in the Plan, the following definitions apply to the terms indicated below:

(a)“Award Agreement”

means a written or electronic document or agreement setting forth the terms and conditions of a specific Performance Award.

(b)“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.

(c)“Board of Directors” shall mean the Board of Directors of Viskase.

(d)“Breach of Conduct” shall mean (i) (A) if the Participant has executed an employment agreement, option agreement, Award Agreement or other agreement with the Company or any of its affiliates, then (1) the commission by the Participant of any act contained within the definition of “cause” contained therein or (2) any breach by the Participant of such agreement, (B) the Participant’s conviction of, or entering a guilty plea, no contest plea or nolo contendere plea to any crime (other than traffic violations), (C) failure by the Participant to work on a full-time basis, other than on holidays, vacation days, sick days, or other days off under the Company’s business policies; (D) illegal use by the Participant of drugs or alcohol in violation of the Company’s business policies; or (E) a material breach by the Participant of the Participant’s employment terms; or (ii) conduct, as determined by the Committee in its sole and absolute discretion, involving any one of the following: (A) a material violation by the Participant of any business policy or standard of the Company or any Subsidiary that has been distributed or made available to the Participant, (B) material misconduct or inadequate performance by the Participant; (C) the Participant’s commission of an act of embezzlement, fraud or theft; (D) the Participant’s unauthorized disclosure of any trade secret or confidential information of the Company (or any client, customer, supplier or other third party who has a business relationship with the Company) or the Participant’s willful failure to protect any trade secret or confidential information of the Company; (E) the Participant’s violation of any noncompetition or nonsolicitation covenant or similar agreement with the Company or any of its Subsidiaries or soliciting, inducing, or attempting to induce employees of the Company or its Subsidiaries to terminate their employment with the Company or a Subsidiary; (F) the

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Participant’s violation of any assignment of inventions obligation with the Company or any of its Subsidiaries; (G) the Participant’s commission of an act which constitutes unfair competition with the Company or which induces or attempts to induce any customer or prospective customer of the Company to breach a contract with the Company or to decline to do business with the Company; (H) the Participant’s commission of an act of fraud or breach of fiduciary duty; (I) the failure of the Participant to perform in a material respect his or her employment obligations without proper cause; (J) any violation by the Participant of the terms or conditions of this Plan or any Award Agreement; or (K) the Participant’s disparagement, or inducement of others to do so, of the Company or its affiliates, or their past or present officers, directors, employees or products, or their controlling persons.

(e)“Cause” shall mean, with respect to any Participant’s termination of employment, the Participant’s: (i) failure to perform substantially all of his or her duties, (ii) commission of, or indictment for a felony or any crime involving fraud or embezzlement or dishonesty or conviction of, or plea of nolo contendere to a misdemeanor (other than a traffic violation) punishable by imprisonment under federal, state or local law; (iii) engagement in an act of fraud or of willful dishonesty towards the Company or any of its affiliates; (iv) willful misconduct or negligence resulting in a material economic harm to the Company or any of its affiliates; (v) violation of a federal or state securities law or regulation; (vi) dishonesty detrimental to the best interests of the Company or any of its affiliates; (vii) conduct involving any immoral acts which is reasonably likely to impair the reputation of the Company or any of its affiliates; (viii) willful disloyalty to the Company or any of its affiliates; (ix) violation, as determined by the Company’s Board of Directors based on the advice of its counsel, of any securities or employment laws or regulations; (x) use of a controlled substance without a prescription or the use of alcohol which impairs his or her ability to carry out his or her duties and responsibilities; or (xi) material violation of the Company’s policies and procedures or any breach of any agreement between the Company and him or her.

(f)“Change in Control” shall mean (i) the consummation of any transaction (including, without limitation, any sale of stock, merger, consolidation or spinoff), the result of which is that any Person, other than Carl Icahn or the Related Parties, becomes that Beneficial Owner, directly or indirectly, of more than 50% of the outstanding Voting Stock or (ii) the acquisition by any Person, other than Carl Icahn or the Related Parties, of all or substantially all of the assets of Company.

(g)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(h)“Committee” shall mean the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan or, if there shall be no Compensation Committee or other committee of the Board of Directors, the Board of Directors.

(i)“Company” shall mean Viskase and each of its Subsidiaries.

(j)“Disability” shall (1) have the same definition as set forth in any employment agreement or Award Agreement executed by and between the Participant and the Company or any of its affiliates or (2) if no such agreement exists or such definition does not comply with Section 409A of the Code, shall mean with respect to a Participant’s termination, a permanent

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and total disability as defined in Sections 22(e)(3) and 409A(a)(2)(C) of the Code.  A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability.

(k)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(l)“Participant” shall mean an employee of the Company to whom a Performance Award is granted pursuant to the Plan, and upon his or her death, his or her successors, heirs, executors and administrators, as the case may be.

(m)“Performance Award” shall mean an award granted pursuant to the terms of the Plan.

(n)“Person” shall mean a “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act.

(o)“Plan” shall mean this 2012 Viskase Companies, Inc. Long-Term Performance Plan, as amended on March 10, 2017, and as it may be further amended from time to time.

(p)“Related Parties” shall mean (i) Carl Icahn, any spouse and any child, stepchild, sibling or descendant of Carl Icahn; (ii) any estate of Carl Icahn or of any Person referred to in clause (i); (iii) any Person who receives a bequest from or beneficial interest in any estate under clause (ii) to the extent of such interest; (iv) any executor, personal administrator or trustee who holds such beneficial interest in the Company for the benefit of, or as fiduciary for, any Person under clauses (i), (ii) or (iii) to the extent of such interest; (v) any Person directly or indirectly owned or controlled by Carl Icahn or any other Person or Persons identified in clauses (i), (ii) (iii) or (iv); and (vi) any not-for-profit entity not subject to taxation pursuant to Section 501(c)(3) of the Internal Revenue Code or any successor provision to which Carl Icahn or any Person identified in clauses (i), (ii) or (iii) above contributes his beneficial interest in the Company or to which such beneficial interest passes pursuant to such Person’s will.

(q)“Retirement” shall mean a voluntary termination of employment by a Participant on or after reaching age 62 and having completed ten or more years of service with the Company, unless such required age or number of years of service are otherwise reduced with respect to such Participant by the Committee.  Notwithstanding the foregoing, for Performance Awards that are subject to Section 409A of the Code, Retirement must also qualify as a Separation from Service.

(r)“Separation from Service” shall mean any event that causes the Company and Participant to reasonably anticipate that no further services will be performed by the Participant (whether as an employee or as an independent contractor) after a specified date or that the level of services would decrease to less than 20 percent of the average level of services performed over the preceding 36 months.  Notwithstanding the foregoing, for Performance Awards that are subject to Section 409A of the Code, a Separation from Service shall comply with the definition contained in 26 C.F.R. 1.409A-1(h)(1) after a specified date or that the level of services would decrease to less than 20 percent of the average level of services performed over the preceding 36 months.  Notwithstanding the foregoing, for Performance Awards that are subject to Section 409A of the Code, a Separation from Service shall comply with the definition contained in 26 C.F.R. 1.409A-1(h)(1).

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(s)“Subsidiary” shall mean any direct or indirect subsidiary of Viskase.

(t)“Viskase” shall mean Viskase Companies, Inc., a Delaware corporation, and its successors.

(u)“Voting Stock” shall mean any class or series of capital stock of the Company, or of an equity interest of the Company, that is ordinarily entitled to vote in the election of directors thereof at a meeting of stockholders called for such purpose.

3.ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee, which, if the Company is subject to the registration requirements of Section 12 of the Exchange Act, shall be comprised in such manner as to permit the grant of Performance Awards to satisfy the “outside director” provisions of Code Section 162(m), or any successor regulations or provisions.  The Committee shall from time to time designate the officers, employees, consultants and advisors of the Company who shall be granted Performance Awards and the amount and type of each such Performance Award.

The Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and the terms of any Performance Award issued under it and to adopt such rules and regulations for administering the Plan as it may deem necessary.  Decisions of the Committee shall be final and binding on all parties, provided that such decisions reflect compliance with the terms and provisions of this Plan.

No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and Viskase shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in any case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

4.ELIGIBILITY

The persons who shall be eligible to receive Performance Awards pursuant to the Plan shall be members of management of the Company who are largely responsible for the management, growth and protection of the business of the Company as the Committee shall select from time to time.

5.PERFORMANCE AWARDS

(a)Grant of Performance Awards.

Subject to the terms of the Plan, Performance Awards may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as the Committee determines in its sole and absolute discretion.

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(b)Value of Performance Awards.

Each Performance Award may have an initial value established by the Committee at the time of grant.  The Committee will set performance objectives in its discretion which, depending on the extent to which they are met, will determine the value of the Performance Awards that will be paid out to the Participant.  For purposes of this Section 5, the time period during which the performance objectives must be met will be called the “Performance Period” and will be set by the Committee in its sole and absolute discretion.

(c)Earning of Performance Awards.

Subject to the terms and conditions of this Plan and the applicable Award Agreement, after the Performance Period has ended, the holder of Performance Award will be entitled to receive payout of the value of the Performance Award earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives have been achieved.

(d)Award Agreement.

Each grant of Performance Awards will be evidenced by a separate Award Agreement specifying the material terms and conditions of the Performance Award and such other provisions as the Committee determines in its sole and absolute discretion.

(e)Form and Timing of Payment of Performance Awards.

As soon as practicable after the close of the Performance Period, the Chief Financial Officer of the Company shall calculate the financial performance and the proposed payout under the Plan based on the achievement of the financial performance measures.  The proposed payout shall be presented to the Committee for review and approval.  Once approved, payment of the award shall be made within 30 days after completion of the annual audit but not later than June 30 of the calendar year following the end of the Performance Period during which the award is earned.  The Committee will pay earned Performance Awards in the form of cash as specified in the Award Agreement.

(f)Payment in the Event of Death, Disability, or a Separation from Service due to (i) Retirement, (ii) Termination by the Company without Cause, or (iii) Termination by the Company due to Participant’s Disability as Defined in the Participant’s Agreement.

In the event of a Participant’s death, Disability, or Separation from Service due to (i) Retirement, (ii) termination by the Company without Cause, or (iii) termination by the Company due to the Participant’s Disability, the Participant will forfeit all Performance Awards to the Company, unless otherwise determined by the Committee in its sole and absolute discretion or as set forth in the Participant’s Award Agreement.  Payment of earned Performance Awards, if any, will be made at a time specified by the Committee in its sole and absolute discretion or as set forth in the Participant’s Award Agreement or as provided in 26 C.F.R. 1.409A-3(j)(2).

(g)Payment in the Event of a Separation from Service for Other Reasons.

If a Participant incurs a Separation from Service during the Performance Period for any reason other than (i) Retirement, (ii) termination by the Company without Cause, or (iii) termination by the Company due to the Participant’s Disability, the Participant will forfeit all

5

Performance Awards to the Company, unless otherwise determined by the Committee in its sole and absolute discretion or as set forth in the Participant’s Award Agreement.

(h)Payment Upon a Change in Control.

Notwithstanding anything to the contrary in this Section 5, upon the occurrence of a Change in Control during the Performance Period, the Participant shall be entitled to receive a Performance Award payout calculated in the manner specified in the applicable Performance Award Agreement.

(i)Leaves of Absence.

Subject to all applicable law, the Committee may, in its sole and absolute discretion, adjust any award, on a pro-rata basis, for any leave of absence taken by the Participant during the Performance Period.

(j)Nontransferability.

Except as otherwise provided in a Participant’s Award Agreement, Performance Awards may not be sold, transferred, pledged, assigned or otherwise alienated or  hypothecated, other than by will or by the laws of descent and distribution, or pursuant to a domestic relations order (as defined in Code Section 414(p)).

6.ADJUSTMENTS

In the event of a significant corporate transaction or event, the Committee reserves the right to make such adjustments as are necessary to preserve the original intent of the Performance Award and the goals contained herein, including, but not limited to, the replacement of the Performance Award with a similar award or the acceleration of payments to the extent permissible under Code Section 409A.  In addition, the Committee may, at any time prior to the final determination of Performance Awards, increase, decrease or otherwise adjust performance measures and targets as a result of extraordinary or non-recurring events, changes in applicable accounting rules or principles, changes in the Company’s methods of accounting, changes in applicable law, changes due to any consolidation, acquisition or reorganization affecting the Company or such other material change in the Company’s business.  Any adjustment pursuant to this Section 6 shall be consistent with the applicable event and in such manner as the Committee may, in its sole and absolute discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan. Any such adjustment determined by the Committee shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns.  Except as expressly provided in this Section 6 or in the applicable Award Agreement, a Participant shall have no rights by reason of any Section 6 event.

7.NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO PERFORMANCE AWARD

Nothing contained in the Plan or any Performance Award shall confer upon any Participant any right with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment or other agreement to the contrary, at any time to terminate such employment or to increase or

6

decrease the compensation of the Participant from the rate in existence at the time of the grant of a Performance Award.

No person shall have any claim or right to receive a Performance Award hereunder, and the Committee’s granting of a Performance Award to a Participant at any time shall neither require the Committee to grant a Performance Award to such Participant or any other Participant or other person at any other time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other person.

8.COMPLIANCE WITH CODE SECTION 409A

The Plan and Performance Awards, and all amounts payable with respect to Performance Awards, are intended to comply with, or be exempt from, Code Section 409A and the interpretative guidance thereunder and shall be construed, interpreted and administered accordingly.  If an unintentional operational failure occurs with respect to Code Section 409A, any affected Participant or beneficiary shall fully cooperate with the Company to correct the failure to the extent possible in accordance with any correction procedure established by the U.S. Department of the Treasury.  If a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his or her termination of employment, no amount that is subject to Code Section 409A and that becomes payable by reason of such termination of employment shall be paid to the Participant before the earlier of (i) the expiration of the six-month period measured from the date of the Participant’s termination of employment, and (ii) the date of the Participant’s death.  A termination of employment shall be deemed to occur only if it is a Separation from Service within the meaning of Code Section 409A, and references in the Plan and any Award Agreement to “termination,” “termination of employment,” or like terms shall mean a Separation from Service.  In no event whatsoever shall the Company or its affiliates be liable for any additional tax, interest or penalty that may be imposed on any Participant pursuant to Code Section 409A or any damages for failing to comply with Code Section 409A.

9.CANCELLATION, RESCISSION, AND CLAWBACK OF PERFORMANCE AWARDS

The Committee shall provide in each Award Agreement that, in the event of a restatement of the Company’s consolidated financial statements that would reduce the amount of any previously awarded Performance Awards, the related outstanding Performance Awards will be cancelled or reduced accordingly, and the Participant shall pay over to the Company an amount equal to any gain realized as a result of the exercise, distribution or settlement (whether at the time of exercise, distribution or settlement or thereafter) within (a) the twenty-four (24) months preceding such financial restatement for the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer of the Company or (b) the twelve (12) months preceding such financial restatement for all other Participants.

Additionally, the Committee may at any time, in its sole and absolute discretion, cancel, declare forfeited, rescind, or require the return of any outstanding Performance Award (or a portion thereof) upon the Committee determining that the Participant has, at any time (whether before or after the grant date of the Performance Award), committed a Breach of Conduct.  In addition, at any time following the payment of a Performance Award, the Committee may, in its sole and absolute discretion, rescind any such payment and require the repayment of a Performance Award (or a portion thereof) upon the Committee determining that the Participant has, at any time (whether before or after the payment of the Performance Award), committed a Breach of Conduct.

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The Committee’s determination that a Participant has committed a Breach of Conduct, and its decision to require rescission of a Performance Award’s payment, shall be conclusive, binding, and final on all parties.  The Committee’s determination that a Participant has violated the terms or conditions of the Plan or the Performance Award and the Committee’s decision to cancel, declare forfeited, or rescind a Performance Award or to require rescission of a Performance Award’s payment shall be conclusive, binding, and final on all parties.

In connection with any cancellation, forfeiture or rescission contemplated by this Section 9, the terms of repayment by the applicable Participant shall be determined in the Committee’s sole and absolute discretion, which may include, among other terms, the repayment being required to be made (i) in one or more installments or payroll deductions or deducted from future bonus payments or (ii) immediately in a lump sum in the event that such Participant incurs a termination of employment.

10.WITHHOLDING TAXES

The Company shall have the right to withhold from any payments distributable to the Participant hereunder the amount of any withholding or other tax due with respect to such payment prior to the delivery of such cash or property to the Participant.

11.AMENDMENT OF THE PLAN AND OUTSTANDING AWARD AGREEMENTS

The Board of Directors or Committee may at any time suspend or discontinue the Plan or revise or amend the Plan or any outstanding Performance Award in any respect whatsoever; provided, however, that no such suspension, discontinuance, revision or amendment shall adversely impair the rights of any Participant pursuant to an outstanding Performance Award without the consent of such Participant.  Notwithstanding the foregoing, the Board of Directors or Committee may take such actions as it deems appropriate to ensure that the Plan and any Performance Awards may comply with any tax, securities or other applicable law.  Nothing herein shall restrict the Board of Directors’ or Committee’s ability to exercise its discretionary authority as provided in the Plan.

12.TRANSFERS UPON DEATH

Upon the death of a Participant, outstanding Performance Awards granted to such Participant may be transferred only to the executors or administrators of the Participant’s estate or to any person or persons who shall have acquired such right by will or by the laws of descent and distribution.  No transfer by will or the laws of descent and distribution of any Performance Award shall be effective to bind Viskase unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Performance Award that are or would have been applicable to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the Performance Award.

13.FAILURE TO COMPLY

In addition to the remedies of Viskase elsewhere provided for herein, failure by a Participant to comply with any of the terms and conditions of the Plan or the agreement executed

8

by such Participant evidencing a Performance Award, unless such failure is remedied by such Participant within ten days after having been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of such Performance Award, in whole or in part, as the Committee, in its absolute discretion, may determine.

14.EFFECTIVE DATE AND TERM OF PLAN

The Plan was originally adopted on June 15, 2012 by the Board of Directors.  The Plan was amended on March 10, 2017 by the Committee.  The Committee or Board of Directors may terminate the plan at any time subject to the provisions of Section 11 of this Plan.

15.GOVERNING LAW.

The Plan is governed by the laws of the State of New York and as such will be construed under and in accordance with the laws of the State of New York without regard to conflicts of law.

16.FUNDED STATUS.

Nothing in the Plan will require the Company to segregate or set aside any funds or other property for the purpose of paying any portion of a Performance Award. No Participant, beneficiary or other person will have any right, title or interest in any amount awarded under the Plan prior to the payment of such Performance Award to him or her or the close of any Performance Period, or in any property of the Company or its affiliates. A Participant’s rights to a Performance Award under the Plan are no greater than those of unsecured general creditors of the Company.

9

EX1A-6 MAT CTRCT.8

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 contained and other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Participant hereby agree as follows:

1.GRANT.  The Company hereby grants to the Participant identified above a Performance Award (calculated in the manner set forth in Sections 3, 4 and 5 hereof) subject to the terms and conditions set forth herein.  No Performance Award will be paid or payable hereunder unless the Participant earns the Performance Award pursuant to the terms and conditions of this Agreement and the Viskase Companies, Inc. 2012 Long-Term Performance Plan dated as of July 10, 2012, as amended on March 10, 2017, and as further amended from time to time (the “Plan”).  This Performance Award is granted pursuant to and is subject to the terms and conditions of the Plan.  A copy of the Plan is attached as an exhibit hereto and the terms and conditions thereof are incorporated herein by this reference and are expressly made part of this Agreement.  All terms used herein and defined in the Plan shall, unless otherwise defined herein, have the same meaning set forth in the Plan.  The Performance Award granted hereby is non-transferable except as otherwise permitted under the Plan.

2.PERFORMANCE PERIOD.  The Performance Period for this Performance Award shall be the three-year period commencing on January 1, 20[  ] and ending on December 31, 20[  ].

3.AWARD VALUE. Participant’s Performance Award hereunder shall be valued based on the Participant’s “award percentage” multiplied by the Bonus Pool. For purposes of this Agreement, the Participant’s “award percentage” is equal to [  ]%.

4.DEFINITIONS.

a)“Bonus Pool” means [  ]% of Economic Profit generated during the Performance Period or as otherwise stated in Section 8. The Bonus Pool cannot be less than $0 and may not exceed $5,000,000 with respect to the Performance Period.

b)“Economic Profit” means EBIT less the Capital Charge. Economic Profit shall be calculated annually during the Performance Period.

c)“EBIT” means, for any fiscal quarter, the consolidated net income determined in accordance with GAAP before the following:

i.interest income and expense,

ii.provision for income taxes,

iii.legacy defined benefit expenses,

iv.OPEB curtailment gains or losses, and

v.restructuring charges, labor union contract negotiation expenses and losses, and mergers and acquisitions related expenses (including prospective transactions and due diligence) are to be capitalized and then amortized through EBIT over

a 3 year period (i.e. over 12 fiscal quarters), beginning by capitalizing the 2015 fiscal year expense and amortizing the subsequent year

EBIT shall be calculated annually during the Performance Period.

Notwithstanding anything to the contrary in the foregoing, the Committee shall, subject to the terms of the Plan (and solely to the extent consistent with the exemption under Code Section 162(m) for compensation intended to constitute “qualified performance-based compensation,” adjust the calculation of EBIT as a result of extraordinary or non-recurring events (including but not limited to goodwill impairments or legacy costs), changes in applicable accounting rules or principles, changes in the Company’s methods of accounting, changes in applicable law, changes due to any consolidation, acquisition or reorganization affecting the Company or such other material change in the Company’s business.

d)“Capital Charge” means, for any fiscal quarter, Average Working Assets multiplied by an annual rate of [  ]%. Capital Charge shall be calculated quarterly during the Performance Period.

e)“Average Working Assets” means, for any fiscal quarter, the average of (i) Working Assets as of the last day of such quarter and (ii) Working Assets as of the last day of the immediately preceding quarter. Average Working Assets shall be calculated for each fiscal quarter during the Performance Period.

f)“Working Assets” means, for any fiscal quarter, the following items as of the last day of such quarter (in each case determined in accordance with GAAP):

i.accounts receivable; plus

ii.net inventory; plus

iii.other current assets; plus

iv.property, plant and equipment net of depreciation (i.e. net book value); plus

v.net value of capitalized restructuring (i.e. gross amount of restructuring capitalized net of accumulated amortized restructuring charged through EBIT); less

vi.accounts payable; less

vii.accrued liabilities (other than accruals for short term taxes or short term interest)

Working Assets shall be calculated quarterly during the Performance Period. The Participant and the Company acknowledge and agree that Working Assets for the fiscal quarter ended December 31, 20[  ] was $[  ] million.  Notwithstanding anything to the contrary in the foregoing the Committee shall, subject to the terms of the Plan, adjust the calculation of Working Assets as a result of extraordinary or non-recurring events (including but not limited to goodwill impairments or legacy costs), changes in applicable accounting rules or principles, changes in the Company’s methods of accounting, changes in applicable law, changes due to any consolidation, acquisition or reorganization affecting the Company or such other material change in the Company’s business.

5.TIMING AND FORM OF PAYOUT.  As soon as practicable after the close of the Performance Period, the Chief Financial Officer shall calculate the financial performance and the proposed payout under the Plan.  The proposed payout shall be presented to the Committee for its review and approval.  Once approved, payment of the Performance Award shall be made within 30 days after completion of the annual audit but not later than June 30 of the calendar year

following the end of the Performance Period.  All Performance Award payments shall be reduced by amounts required to be withheld for taxes at the time payments are made.

6.DEATH, DISABILITY, OR SEPARATION FROM SERVICE DUE TO (i) RETIREMENT, (ii) TERMINATION BY THE COMPANY WITHOUT CAUSE, OR (iii) TERMINATION BY THE COMPANY DUE TO PARTICIPANT’S DISABILITY.  In the event of a Participant’s death, Disability, or Separation from Service (as defined below) due to (i) Retirement, (ii) termination by the Company for any reason other than Cause, or (iii) termination by the Company due to the Participant’s Disability, each, a “Qualifying Event”, in each case on or after January 1, 20[  ] and prior to the end of the Performance Period, the Participant (or in the case of the Participant’s death, the Participant’s beneficiary) shall be entitled to receive a Performance Award payout equal to the Performance Award (calculated in accordance with Sections 3, 4 and 5) as if he or she had remained employed until the last day of the Performance Period, multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period of January 1, 20[  ] through the date the Participant’s employment terminated due to a Qualifying Event and the denominator of which shall be thirty-six (36), the total number of months in the Performance Period.  The payment of such amount shall be made according to same terms set forth in Section 5 above.  As used herein, “Disability” shall have the meaning ascribed to such term in the Plan and must also constitute a “disability” pursuant to Section 409A(a)(2)(C) of the Code.  Notwithstanding anything to the contrary herein, any pro-rata Performance Award payable to the Participant (or in the case of the Participant’s death, the Participant’s beneficiary) under this Section 6 will be conditioned upon the Participant’s execution and delivery to the Company of a release of claims in favor of the Company and its affiliates, which release must become effective and no longer be subject to revocation under applicable law within the 60-day period following such death, Disability or Separation from Service, as applicable. The form of such release will be provided by the Company to the Participant (or in the case of the Participant’s death, the Participant’s beneficiary) within 5 days following such death, Disability or Separation from Service, as applicable.

7.SEPARATION FROM SERVICE FOR ANY OTHER REASON.  Performance Awards are not considered earned until they are approved by the Committee and are actually paid by the Company.  Except as provided in Section 6 or Section 8, the Participant must be an employee of the Company and/or an affiliate continuously from the date of this Agreement until the Performance Award is paid.  Consequently, a Participant whose employment with the Company is voluntarily or involuntarily terminated prior to the Performance Award payment date will be ineligible for payment of the Performance Award, except as otherwise provided by the Committee or pursuant to Section 6, in which case any such Performance Award to the terminated employee shall be paid at the time Performance Awards are paid to active employees pursuant to Section 5 above, or pursuant to Section 8.

8.PAYMENT UPON A CHANGE IN CONTROL.  Notwithstanding anything to the contrary in Section 6 or 7 hereof, upon the occurrence of i) a Change in Control during the Performance Period and ii) following such Change in Control, the Participant’s Separation from Service due to a termination by the Company (other than any termination (i) for Cause or (ii) due to death, Disability or Retirement), the Participant shall be eligible to receive a Performance Award equal to an amount that is the product of the Participant’s “award percentage” multiplied by a Bonus Pool of $[  ], with such amount multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period of January 1, 20[  ] through the date of such Separation from Service and the denominator of which shall be thirty-six (36). Any Performance Award payable to the Participant under this Section 8 will be paid within 65 days following such

termination date, and is conditioned upon the Participant’s execution and delivery to the Company of a release of claims in favor of the Company and its affiliates, which release must become effective and no longer be subject to revocation under applicable law prior to the 60th day following such termination. The form of such release will be provided by the Company to the Participant within 5 days following such termination.  All Performance Award payments shall be reduced by amounts required to be withheld for taxes at the time payments are made. As used herein, “Change in Control” shall have the meaning ascribed to such term in the Plan and must also constitute a “change in control event” within the meaning of Section 409A of the Code. In no event whatsoever shall Participant receive a payment under this Section 8 if he or she receives a payment under Section 6 hereof.

9.NO LIMITATION ON RIGHTS OF THE COMPANY.  The grant of this Performance Award shall not in any way affect the right or power of the Company to make adjustments, reclassification, or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.

10.CANCELLATION, RESCISSION, AND CLAWBACK OF PERFORMANCE AWARDS.  In the event of a restatement of the Company’s consolidated financial statements that would reduce the amount of any previously awarded Performance Award, the related outstanding Performance Awards will be cancelled or reduced accordingly and the Participant shall pay over to the Company an amount equal to any gain realized as a result of the exercise, distribution or settlement (whether at the time of exercise, distribution or settlement or thereafter) within (a) the twenty-four (24) months preceding such financial restatement for the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer of the Company or (b) the twelve (12) months preceding such financial restatement for all other Participants.

Additionally, the Committee may at any time, in its sole and absolute discretion, cancel, declare forfeited, rescind, or require the return of any outstanding Performance Award (or a portion thereof) upon the Committee determining that the Participant has, at any time (whether before or after the grant date of the Performance Award), committed a Breach of Conduct.  In addition, at any time following the payment of a Performance Award, the Committee may, in its sole and absolute discretion, rescind any such payment and require the repayment of a Performance Award (or a portion thereof) upon the Committee determining that the Participant has, at any time (whether before or after the payment of the Performance Award), committed a Breach of Conduct.

The Committee’s determination that a Participant has committed a Breach of Conduct, and its decision to require rescission of a Performance Award’s payment, shall be conclusive, binding, and final on all parties.  The Committee’s determination that a Participant has violated the terms of the Plan or the Performance Award and the Committee’s decision to cancel, declare forfeited, or rescind a Performance Award or to require rescission of a Performance Award’s payment shall be conclusive, binding, and final on all parties.

In connection with any cancellation, forfeiture or rescission contemplated by this Section 10 or the Plan, the terms of repayment by the applicable Participant shall be determined in the Committee’s sole and absolute discretion, which may include, among other terms, the repayment being required to be made (i) in one or more installments or payroll deductions or deducted from future bonus payments or (ii) immediately in a lump sum in the event that such Participant incurs a termination of employment.

To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, will have the right to set off (or cause to be set off) any amounts otherwise due to a Participant from the Company in satisfaction of any repayment obligation of such Participant hereunder, provided that an such amounts are exempt from, or set off in a manner intended to comply with the requirements of Section 409A of the Code.

11.NOTICE.  Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered by electronic mail or personally, or sent by certified, registered or express mail, postage prepaid.  Any such notice shall be deemed given when so delivered (if sent by electronic mail or personal delivery) or, if mailed, three days after the date of deposit in the United States mail, in the case of the Company to the Chief Financial Officer and, in the case of the Participant, to his or her address set forth on the signature page hereto or, in each case, to such other address as may be designated in a notice given in accordance with this Section 11. Electronic mail notices to Participant shall be sent to his or her e-mail address on file with the Company, and electronic mail notices to the Company shall be sent to the head of the Company’s Human Resources Department.

12.GOVERNING LAW.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws principles thereof.

13.PARTICIPANT ACKNOWLEDGMENT.  The Participant hereby acknowledges receipt of a copy of the Plan, has read and understands the Plan, and agrees to be bound by all terms and provisions contained therein.

14.DEFINITIONS.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

15.UNFUNDED STATUS. The Performance Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms and conditions of this Agreement and the Plan, payment in respect of the Performance Award as provided herein. By accepting this Performance Award, the Participant understands that this grant does not confer any legal or equitable right (other than those constituting the Performance Award) against the Company or any of its affiliates, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or any of its affiliates. The rights of the Participant (or any person claiming through the Participant) under this Agreement shall be solely those of an unsecured general creditor of the Company.

16.NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing in this Agreement shall be interpreted or construed to confer upon the Participant any right with respect to continuance of employment by the Company or one of its subsidiaries, nor shall this Agreement interfere in any way with the right of the Company or one of its subsidiaries to terminate the Participant’s employment therewith at any time. In addition, the Performance Award is provided solely as an incentive and shall not constitute part of the Participant’s employment compensation package. The Performance Award shall not be considered part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, long-service awards, pension, or retirement benefits or similar payments.

17.TAX WITHHOLDING. The Participant shall be liable for any and all federal, state, provincial, local or foreign taxes, pension plan contributions, employment insurance premiums,

social insurance contributions, amounts payable to a governmental and/or regulatory body in the Participant’s country and other levies of any kind required by applicable laws to be deducted or withheld with respect to the Performance Award (collectively, the “Withholding Taxes”). The Company and its subsidiaries shall have the right to deduct and withhold all required Withholding Taxes from any payment or other consideration deliverable hereunder to the Participant.

18.PLAN DOCUMENT CONTROLS. The rights herein granted are in all respects subject to the provisions set forth in the Plan to the same extent and with the same effect as if set forth fully herein. In the event that the terms of this Agreement conflict with the terms of the Plan document, the Plan document shall control.

19.COMPLIANCE WITH SECTION 409A. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant by Code Section 409A (or analogous state laws) or any damages for failing to comply with Code Section 409A (or analogous state laws).

If the Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his or her termination of employment, no amount that is subject to Code Section 409A and that becomes payable by reason of such termination of employment shall be paid to the Participant before the earlier of (i) the date immediately following the expiration of the six-month period measured from the date of the Participant’s termination of employment, and (ii) the date of the Participant’s death.  A termination of employment shall be deemed to occur only if it is a “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”), and references in this Agreement to “termination,” “termination of employment,” or like terms shall mean a Separation from Service.

20.DATA PROTECTION. By executing this Agreement, the Participant consents to the holding and processing of personal information provided by the Participant to the Company, any affiliate of the Company, trustee or third party service provider, for all purposes relating to the performance of this Agreement. These include, but are not limited to: (i) administering and maintaining Participant records; (ii) providing information to the Company, its affiliates, trustees of any employee benefit trust, registrars, brokers or third party administrators; (iii) providing information to future purchasers or merger partners of the Company or any of its affiliates, or the business in which the Participant works; and (iv) to the extent not prohibited by applicable law, transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country.

21.CONFIDENTIALITY.  By executing this Agreement, the Participant agrees and acknowledges that at all times, and notwithstanding any payment or forfeiture of this Performance Award, he or she will hold in strict confidence and will not disclose the terms of this Performance Award and/or the Plan to any third party, except to Participant’s spouse or significant other, legal counsel, financial or tax advisor, or as otherwise required by law. In the event Participant discloses such information to one or more of the foregoing individuals, such individual(s) shall also be bound by the confidentiality obligations set forth herein.

22.Notwithstanding the terms of any other agreement between the Company and Participant, this Agreement and the Performance Award are in addition to, not in substitution of,

and not superseded or eliminated by, any other incentive bonus plan or other contractual bonus arrangement that Participant has or may have had or may in the future have by contract or otherwise, including any participation in the Company’s Management Incentive Plans.

IN WITNESS WHEREOF, Viskase Companies, Inc. has caused this Agreement to be duly executed by its duly authorized officer and said Participant has hereunto signed this Agreement on his or her own behalf, as of the day and year first above written.

VISKASE COMPANIES, INC.

By:

Title:

PARTICIPANT

Participant Signature

Participant Address

EX1A-6 MAT CTRCT.9

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, 2013, as amended on October 27, 2015, by and between the Company and the Employee (the “2013 Agreement”), and replaces and supersedes the 2013 Agreement in its entirety.

Whereas, the Company desires to continue to employ the Employee to serve as Chief Executive Officer of the Company, and the Employee desires to continue to be employed by the Company, upon the terms and subject to the conditions set forth herein.

Now, therefore, in consideration of the promises and mutual agreements contained herein, the Company and the Employee hereby agree as follows:

1.Employment

(a)Upon the terms and conditions hereinafter set forth, the Company hereby agrees to employ the Employee and the Employee hereby agrees to become so employed. During the Term of Employment (as defined below), the Employee shall be employed in the position of Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the “Board”), and as an officer of subsidiaries of the Company as specified and directed by the Board from time to time, and shall perform such duties, as are specified from time to time by, and shall serve in such capacities at the pleasure of, the Company and the Board.

(b)During the Term of Employment, the Employee shall devote all of his professional attention, on a full time basis, to the business and affairs of the Company and shall use his best efforts to advance the best interest of the Company and shall comply with all of the policies of the Company, including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics as are from time to time in effect.

(c)During the Term of Employment, the Employee shall not directly or indirectly render professional services to, or otherwise act in a business or professional capacity on behalf of or for the benefit of, any other “Person” (as defined below) as an employee, advisor, member of a board or similar governing body, independent contractor, agent, consultant, representative or otherwise, whether or not compensated. “Person” or “person”, as used in this Agreement, means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, cooperative, association, organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other entity. Notwithstanding the foregoing, this Section 1(c) shall not restrict, limit, prohibit or otherwise affect Employee’s ownership interests in the following entities: Metro Productions, TRE Partners, Maverick Management Group and Agra Global Foods, LLC, provided that none of such interests conflict with the interests of the Company or any of its subsidiaries. Further notwithstanding the provisions of this subsection or any other provisions of this Agreement, the Employee may be appointed, elected, serve and devote time as a member of the Board of Directors of Manitowoc Foodservice, Inc. (NYSE: MFS) and/or any of its subsidiaries and/or any committees of such boards, and may retain any compensation, benefits, interests, or other emoluments that may be provided to the Employee in such capacities, without any of the foregoing constituting a breach of the terms and conditions of this Agreement or impacting or reducing in any way any compensation,

Confidential

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benefits, interests or other emoluments provided the Employee under this Agreement.

(d)The Company maintains global operations.  During the Term of Employment, the Employee shall make himself available for business purposes at the Company’s facilities worldwide as required by the Company’s business and in furtherance of his responsibilities as Chief Executive Officer of the Company.

2.Term of Employment

The term of employment (the “Term of Employment”) of the Employee by the Company pursuant to this Agreement shall commence on the date hereof and shall end at the close of business on December 31, 2020 (such date being, the “Expiration Date”), unless earlier terminated as set forth in this Agreement.

3.Compensation

For all services to be performed by the Employee under this Agreement, during the Term of Employment, the Employee shall be compensated in the following manner:

(a)Base Compensation

(i)From the start of the Term of Employment until December 31, 2016, the Company will pay the Employee a Base Salary at an annual rate of $425,000 per full 365-day year.

(ii)From January 1, 2017 until December 31, 2017 (or the earlier termination of this Agreement pursuant to Section 5), the Company will pay the Employee a Base Salary at an annual rate of $465,000 per full 365-day year.

(iii)From January 1, 2018 until December 31, 2018 (or the earlier termination of this Agreement pursuant to Section 5), the Company will pay the Employee a Base Salary at an annual rate of $478,950 per full 365-day year.

(iv)From January 1, 2019 until December 31, 2019 (or the earlier termination of this Agreement pursuant to Section 5), the Company will pay the Employee a Base Salary at an annual rate of $493,319 per full 365-day year.

(v)From January 1, 2020 until December 31, 2020 (or the earlier termination of this Agreement pursuant to Section 5), the Company will pay the Employee a Base Salary at an annual rate of $508,118 per full 365-day year.

(vi)Notwithstanding the foregoing, during the Term of Employment, the Board, in its sole and absolute discretion, may increase the Employee’s Base Salary based on Company and individual performance.

The Base Salary shall be payable in accordance with the normal payroll practice of the Company.

(b)Bonus Compensation

To the extent a Termination Event (as defined below) has not occurred, the Employee shall be eligible to participate in the annual Viskase Companies, Inc. Executive Incentive Plan as approved by the Board or its Compensation Committee for each calendar year during the Term of Employment.  Subject to Section 3(d)

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below, the Employee shall have a bonus award target opportunity equal to 100% of Base Salary, calculated based on the achievement of performance targets established by the Board or its Compensation Committee in its sole and absolute discretion.

The compensation payable as contemplated in the preceding sentence of this section 3(b) is referred to herein as “Bonus Compensation”. The Bonus Compensation in respect of any calendar year shall be approved by the Board or its Compensation Committee, and if approved, paid in accordance with the terms of the Executive Incentive Plan (such date, the “Bonus Payment Date”).  The Bonus Payment Date is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and the final regulations issued thereunder.

The Employee’s Bonus Compensation for the 2016 calendar year will be based on the 2016 annual Viskase Companies, Inc. Executive Incentive Plan, as determined by and approved by the Board or its Compensation Committee.

(c)Stock Options

1)Vested Options:  The Employee and the Company each acknowledge and agree that as of the date hereof, the Employee holds options to purchase 1,500,000 shares of Common Stock of the Company at a strike price of $1.70 per share (without commission or other charge) and that all of such options have vested (the “Vested Options”).  The Employees agrees to exercise all the Vested Options on the date hereof.  The Employee further acknowledges the grant of the New Option (as defined below) is subject to and conditioned upon the Employee exercising all of the Vested Options on the date hereof.

2)New Options:  Immediately following the exercise of the Vested Options, and subject to and conditioned upon such exercise, the Company and the Employee shall execute and deliver the Stock Option Agreement attached hereto as Exhibit A.

(d)Long-Term Incentive Plan

It is contemplated that the Company will establish a Long-Term Incentive Plan for senior-level employees.  To the extent such plan is established (which remains in the sole and absolute discretion of the Board), the Employee will be eligible to participate in accordance with such plan’s terms and conditions.

(e)Taxes

All amounts paid to the Employee (under or pursuant to this Agreement or otherwise), including, without limitation, the Base Salary and any Bonus Compensation, Stock Options, Long-Term Incentive Plan compensation, or any other compensation or benefits, whether in cash or in kind, shall be subject to normal federal, state and, if applicable, local or foreign tax withholding and deductions imposed by any one or more federal, state, local and or foreign governments, or pursuant to any foreign or domestic applicable law, rule or regulation. The Company will not pay or otherwise gross-up the Employee for any federal, state, local or foreign taxes (including interest and penalties thereon) relating to or arising with respect to any benefit, compensation or payment made under this Agreement.  The Company will not have any responsibility for the payment of any taxes (including penalties and interest thereon) imposed on the Employee (including any tax imposed on the Employee under Section 409A of the Code of 1986).

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4.Benefits; Expenses

(a)During the Term of Employment, and in addition to any benefits and perquisites to which the Employee is otherwise entitled pursuant to the express terms of this Agreement, the Employee shall be entitled to participate in the health and welfare plans made available generally to senior executives of the Company, as determined by the Board in its sole and absolute discretion, from time to time, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.

(b)In accordance with the Company’s travel and expense reimbursement policies, the Company shall reimburse the Employee for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of his services hereunder during the Term of Employment.  All such approved reimbursement payments shall be made to the Employee within thirty (30) days of submittal but no later than on or before the last day of Employee’s tax year following the year in which the expense was incurred. The reimbursement of expenses under this Section 4(b) during Employee’s taxable year will not affect Employee’s ability to seek reimbursement for additional expenses in any later taxable year.

5.Termination

This Agreement shall terminate (subject to Section 10(f) below) and the Term of Employment and the employment of Employee hereunder shall end, on the first to occur of any of the following (each a “Termination Event”):

(a)The Expiration Date;

(b)The: (i) death of the Employee or (ii) reasonable determination of the Board, which determination shall be reached in consultation with appropriate medical professionals, that the Employee has become physically or mentally incapacitated so as to be unable to perform the essential functions of Employee’s duties to the Company for sixty (60) consecutive days, even with reasonable accommodation, (the “Disability”);

(c)The discharge of the Employee by the Company with or without Cause; or

(d)The resignation of the Employee. Without limiting the effect of such resignation, the Employee agrees to provide the Company with not less than thirty (30) days prior written notice of his resignation, in which event the Company may, at its option, declare such resignation to be effective at any day following receipt of such notice; provided, however, that the Company continues to pay Employee his Base Salary through the completion of such 30-day notice period.

The Company may discharge the Employee at any time, for any reason or no reason, with or without Cause. As used herein, “Cause” is defined as the Employee’s: (i) failure to perform substantially the duties of the Chief Executive Officer of the Company (other than any such failure resulting from incapacity due to Disability) which failure continues for a period of fourteen (14) days or more after receipt by Employee of written notice of the specific nature of such failure and the need to cure such failure, (ii) being charged with any felony or convicted of any crime other than traffic violations, (iii) engagement in an act of fraud or of willful dishonesty or disloyalty towards the Company, (iv) material breach of this Agreement or the policies of the Company which breach, if capable of being cured, is not cured within fourteen (14) days of receipt of written notice thereof from the Company by the Employee, (v) violation of a federal or state securities law or regulation or (vi) breach of Section 7 of this Agreement.  To the extent the Employee is discharged or resigns, or is otherwise terminated or is deemed terminated, in each case as provided herein, from his

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position with the Company, he shall be and be deemed to have ceased his employment in the same manner with all of the subsidiaries of the Company.

6.Effect of Termination

In the event of termination of the Employee’s employment hereunder, all rights of the Employee under this Agreement, including all rights to compensation, shall end and the Employee shall only be entitled to be paid the amounts set forth in this Section 6 below; provided, that, the obligations of the Company to make any payment required pursuant to this Section 6 (other than (x) any amounts of the Employee’s Base Salary previously earned and accrued and (y) in accordance with the Company’s policy, the unreimbursed business expenses of the Employee, ((x) and (y) collectively, the “Accrued Obligations”), is conditioned upon (i) the execution and delivery by the Employee to the Company of a settlement and release agreement in favor of the Company, its affiliates and their respective officers, directors, employees, agents and equity holders in respect of the Employee’s employment with the Company and the termination thereof in the form substantially as set forth in Exhibit A, attached hereto (the “Employee Release”), and (ii) such Employee Release, once executed by the Employee and delivered to the Company, becomes irrevocable, enforceable and final under the applicable law.  The Employee shall be required to execute and deliver the Employee Release to the Company within forty-five (45) days following the Termination Event or forfeit the Employee’s right to benefits (other than Accrued Obligations) provided under this Section 6.  Notwithstanding anything herein to the contrary, in the event that the consideration and revocation period provided for in the Employee Release expires during the calendar year following the Clause (d) Termination Date (as defined below), then the payment of the benefits under Section 6(d)(iv) below will be paid by the Company to the Employee in the calendar year following the Clause (d) Termination Date (as defined below).

(a)In the event that the Employee’s employment is terminated for the reason set forth in Section 5(a) above (i.e., Expiration Date), then, in lieu of any other payments of any kind (including without limitation, any severance payments), the Employee shall be entitled to receive, within thirty (30) days following the date on which the Termination Event in question occurred (the “Clause (a) Termination Date”) (or, in the case of any Bonus Compensation, as soon as practicable following the calculation thereof):

(i)the Employee’s Accrued Obligations, due and unpaid to the Employee from the Company as of the Clause (a) Termination Date; and

(ii)any amounts of Bonus Compensation earned and due in respect of a completed calendar year (including calendar year 2020), which remains unpaid to the Employee as of the Clause (a) Termination Date.

(b)In the event that the Employee’s employment is terminated for the reason set forth in Section 5(b) above (i.e., death or Disability), then, in lieu of any other payments of any kind (including without limitation, any severance payments), the Employee shall be entitled to receive, within thirty (30) days following the date on which the Termination Event in question occurred (the “Clause (b) Termination Date”) (or, in the case of any Bonus Compensation, as soon as practicable following the calculation thereof):

(i)the Employee’s Accrued Obligations, due and unpaid to the Employee from the Company as of the Clause (b) Termination Date; and

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(ii)any amounts of Bonus Compensation earned and due with respect to a completed calendar year, which remains unpaid to the Employee as of the Clause (b) Termination Date.

(c)In the event that the Employee’s employment is terminated due to the discharge of the Employee by the Company for Cause or as a result of Employee’s termination set forth in Section 5(d) above, then, in lieu of any other payments of any kind (including without limitation, any severance payments), the Employee shall be entitled to receive, within thirty (30) days following the date on which the Termination Event in question occurred (the “Clause (c) Termination Date”) the Employee’s Accrued Obligations, due and unpaid to the Employee from the Company as of the Clause (c) Termination Date.

(d)In the event that the Employee’s employment is terminated due to the discharge of the Employee by the Company without Cause (which the Company is free to do at any time in its sole and absolute discretion) then, in lieu of any other payments of any kind (including, without limitation, any severance payments except as set forth in (iv) below), the Employee shall be entitled to receive, within thirty (30) days following the date on which the Termination Event in question occurred (the “Clause (d) Termination Date”) (other than in the case of any Bonus Compensation, as soon as practicable following the calculation thereof):

(i)the Employee’s Accrued Obligations, due and unpaid to the Employee from the Company as of the Clause (d) Termination Date;

(ii)any amounts of Bonus Compensation earned and due with respect to a completed calendar year, which remains unpaid to the Employee as of the Clause (d) Termination Date;

(iii)a prorated portion of the Bonus Compensation computed as set forth in clause (f) below; and

(iv)a severance payment in an aggregate amount equal to 50% of the amount of the Base Salary of the Employee (as set forth in Section 3(a) above) as of the Clause (d) Termination Date to be paid in installments over a six (6) month period following the Clause (d) Termination Date in accordance with the Company’s normal payroll practices, which such severance payment will be subject to the terms and conditions of the Company’s Severance Pay Plan..

(e)In the event of any termination of the Employee’s employment, the Employee shall be under no obligation to seek other employment, but in the event the Employee becomes employed within six (6) months following any such termination, the Company shall be entitled to an offset of the payments paid or to be paid under clause (iv) of Section 6(d) above, on account of any remuneration or other benefit attributable to any subsequent employment that the Employee may obtain. The Employee shall correctly disclose to the Company all such remuneration or other benefit, and if there is a written employment agreement in connection therewith, provide the Company with a copy thereof.

(f)For the purpose of this Section 6, any Bonus Compensation payable in accordance with this Section 6 shall be deemed to be earned and to become due and payable with respect to any calendar year only if the Term of Employment has continued through December 31 of such year and, with respect to the amounts, if any, of such Bonus Compensation for any year, shall be determined based upon the level of attainment of the applicable performance targets for such

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year. In the event that, pursuant to the terms of Section 6(d), the Employee is entitled to receive any prorated Bonus Compensation, such proration shall be determined following December 31 of the calendar year in which the Employee ceases to be employed hereunder, but shall be paid no later than the following Bonus Payment Date, and shall be calculated by multiplying the Bonus Compensation that would have been deemed earned and to become due and payable in accordance with the terms of this Agreement with respect to the calendar year in which the Employee ceases to be employed hereunder if the Term of Employment had continued through December 31 of such year as determined based upon the applicable performance targets for such year, by a fraction, the numerator of which is the number of days from (and including) January 1 of such year through (and including) the last day of employment hereunder, and the denominator of which is 365.

(g)Notwithstanding anything to the contrary in this Section 6, if (i) the Company’s stock is publicly traded on an established securities market and (ii) Employee is a ‘specified employee’ (as defined in Treasury Regulation section 1.409A-1(i)(1)), then any distribution of ‘deferred compensation’ (as set forth in Treasury Regulation Section 1.409a-1(b)(1)), made in accordance with Employee’s ‘separation from service’ (as defined in Treasury Regulation Section 1.409A-1(h)), shall not be made on or before the date that is six (6) months after the date of separation from service or, if earlier, Employee’s date of death.

7.Non-Disclosure

During the Term of Employment and at all times thereafter, the Employee shall hold in a fiduciary capacity for the benefit of the Related Persons, all secret or confidential information, knowledge or data, including, without limitation, trade secrets, sources of supplies and materials, customer lists and their identity, designs, production and design techniques and methods, identity of investments, identity of contemplated investments, business opportunities, valuation models and methodologies, processes, technologies, and any other intellectual property relating to the business of the Related Persons (i) obtained by the Employee during the Employee’s employment with any of the Related Persons and (ii) not otherwise in the public domain, (“Confidential Information”).  The Employee shall not, without the prior written consent of the Company (acting at the direction of the Board), which consent may be granted or withheld in its sole and absolute discretion: (i) except to the extent compelled pursuant to the order of a court or other body having jurisdiction over such matter or based upon the advice of counsel that such disclosure is legally required, communicate or divulge any Confidential Information to anyone other than the Related Persons and those designated by the Company or the Related Persons; or (ii) use any Confidential Information for any purpose other than the performance of his duties pursuant to this Agreement. The Employee will assist the Related Persons or the Company or their or its designee, at the Related Persons’ or the Company’s expense, in obtaining a protective order, other appropriate remedy or other reliable assurance that confidential treatment will be accorded any Confidential Information disclosed pursuant to the terms of this Agreement.

For purposes of this Agreement, the term “Related Persons” means: (1) Carl C. Icahn, any spouse and any child, stepchild, sibling or descendant of Carl C. Icahn; (2) any estate of Carl C. Icahn or of any person under clause (1); (3) any person who receives a beneficial interest in any estate under clause (2) to the extent of such interest; (4) any executor, personal administrator or trustee who holds such beneficial interest in Company for the benefit of or as fiduciary for, any person under clauses (1), (2) or (3) to the extent of such interest; and (5) any Person, directly or indirectly owned or controlled by Carl C. Icahn or any other person or persons identified in clauses (1), (2), (3) or (4), (6) any not-for profit entity not subject to taxation pursuant to Section 501(c)(3) of the Internal Revenue Code or any successor provision to which Carl C. Icahn or any person identified in clauses (1), (2), (3) or (5) above contributes his beneficial interest in the Company or to which such beneficial interest passes pursuant to such person’s will; and (7) the Company and its subsidiaries.

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Without limiting anything contained above, Employee agrees and acknowledges that all personal and not otherwise public information about the Related Persons, including, without limitation, their respective investments, investors, transactions, historical performance, and all information regarding or concerning Carl Icahn, Mr. Icahn’s family and employees of the Related Persons shall constitute Confidential Information for purposes of this Agreement.  In no event shall Employee during or after his employment hereunder, disparage Mr. Icahn, his family members or any person known by Employee to be a Related Person or an employee of a Related Person.  Employee further agrees not to write a book or article about Mr. Icahn or Mr. Icahn’s family members in any media and not to publish or cause to be published in any media, any Confidential Information, and further agrees to keep confidential and not to disclose to any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, script writers, film makers, media personalities, and the like, in any and all media or communication methods, any Confidential Information, except under the circumstances described in clause (i) of the first paragraph of this Section 7.

In furtherance of the foregoing, the Employee agrees that during the Term of Employment and at all times thereafter, the sole and only statement or disclosure he will make about or concerning any or all of:  the Company, Mr. Icahn, his family members or any of the respective affiliates of any of the foregoing, is to acknowledge that he is or was employed with the Company.

All processes, know-how, technologies, trade-secrets information, intellectual property and inventions (collectively, “Inventions”) conceived, developed, invented, made or found by the Employee, alone or with others, during the Term of Employment and out of the performance of his duties and responsibilities hereunder, whether or not patentable and whether or not on the Company’s or any of its subsidiaries’ time or with the use of the Company’s or any of its subsidiaries’ facilities or materials, shall be the property of the Company or its respective subsidiary, as the case may be, and shall be promptly and fully disclosed by the Employee to the Company. The Employee shall perform all necessary acts (including, without limitations, executing and delivering any confirmatory assignments, power of attorney, documents, or instruments requested by the Company or any of its subsidiaries) to vest title to any such Invention in the Company or the applicable subsidiary and to enable the Company or the applicable subsidiary, at their expense, to secure and maintain domestic and/or foreign patents or any other rights for such Inventions.

All right, title and interest in all copyrightable material that the Employee shall conceive or originate individually or jointly or commonly with others, and that arise during the term of his employment with the Company and out of the performance of his duties and responsibilities under this Agreement, shall be the property of the Company and are hereby assigned by the Employee to the Company, along with ownership of any and all copyrights in the copyrightable material. Upon request and without further compensation therefor, but at no expense to the Employee, the Employee shall execute any and all papers and perform all other acts necessary to assist the Company to obtain and register copyrights on such materials in any and all countries. Where applicable, works of authorship created by the Employee for the Company in performing his duties and responsibilities hereunder shall be considered “works made for hire,” as defined in the U.S. Copyright Act.

Nothing in the foregoing shall prohibit the Employee from reporting any possible violations of federal law or regulation to any government agency or entity, including, but not limited to, the Department of Justice and the Securities and Exchange Commission, or making any other disclosures that are protected under the whistleblower provisions of federal law or regulation, and the Employee shall not be required to notify the Company that he will make or has made such reports or disclosures. In addition, non-compliance with the non-disclosure provisions of this Agreement shall not subject the Employee to criminal or civil liability under any federal or state trade secret law for the disclosure of a Company trade secret if the disclosure is made: (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an

8

attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or (iii) to an attorney representing the Employee in a lawsuit for retaliation by the Company for reporting a suspected violation of law or for using the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and the Employee does not disclose the trade secret, except pursuant to court order.

8.Non-Compete and Non-Solicitation

(a)In addition to, and not in limitation of, all of the other terms and provisions of this Agreement, the Employee agrees that during the Term of Employment, the Employee will comply with the provisions of Section 1above.

(b)Unless the Employee’s employment is terminated by the Company without Cause, for a period of six months following the last day of the Term of Employment, the Employee will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of not more than 1% of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of, any Person carrying on or engaged in any business that is similar to or competitive with the business conducted by the Company or any of its subsidiaries during or on the date of termination of Employee’s employment.

(c)The Employee covenants and agrees with the Company and its subsidiaries that, during the Term of Employment and for one year following the last day of the Term of Employment, the Employee shall not directly, or indirectly, for himself or for any other Person:

(i)solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing;

(ii)attempt to direct or solicit any customer or client away from the Company or any of its subsidiaries or affiliates;

(iii)interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Company or any of its subsidiaries or affiliates; or

(iv)advise any Person not to do business with the Company or any of its subsidiaries or affiliates.

9.Remedy for Breach

The Employee represents to and agrees with the Company that the enforcement of the covenants contained in Section 7 and Section 8 (the Non-Disclosure and Non-Compete and Non-Solicitation sections respectively) would not be unduly burdensome to the Employee and that such covenants are reasonably necessary to protect the legitimate interests of the Related Persons. Employee further acknowledges that the Related Persons will be irreparably harmed if such covenants are not specifically enforced. Accordingly, Employee agrees that, in addition to any other relief to which the Company may be entitled, including claims for damages, each of the persons and entities that are included in the Related Persons shall be entitled to seek and obtain injunctive relief (without the requirement of any bond) from a court of

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competent jurisdiction for the purpose of restraining Employee from an actual or threatened breach of such covenants.

10.Miscellaneous

(a)This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous written, and all previous or contemporaneous oral negotiations, understandings, arrangements, and agreements, and may be amended, modified or changed only by a written instrument executed by the Employee and the Company.

(b)This Agreement and all of the provisions hereof shall inure to the benefit of and be binding upon the legal representative, heirs, distributees, successors (whether by merger, operation of law or otherwise) and assigns of the parties hereto; provided, however, that the Employee may not delegate any of the Employee’s duties hereunder, and may not assign any of the Employee’s rights hereunder, and any such purported or attempted assignment or delegation shall be null and void and of no legal effect. In the event the Company assigns this Agreement and its successor assumes the Company’s obligations hereunder in writing or by operation of law, (i) the Company shall be released from all of its obligations hereunder, and (ii) all of the references to the Company, and to the Board, shall be deemed to be references to the Company’s successor and to the governing body of such successor, respectively. The Company and all of its future or current subsidiaries shall be and be deemed to be third-party beneficiaries of this Agreement.

(c)This Agreement will be interpreted and the rights of the parties determined in accordance with the laws of the United States applicable thereto and the internal laws of the State of New York.

(d)The Employee covenants and represents that (i) he is not a party to any contract, commitment, restrictive covenant or agreement, nor is he subject to, or bound by, any order, judgment, decree, law, statute, ordinance, rule, regulation or other restriction of any kind or character, which would prevent or restrict the Employee from entering into and performing his obligations under this Agreement, (ii) he is free to enter into the arrangements contemplated herein, (iii) he is not subject to any agreement or obligation that would limit his ability to act on behalf of the Company or any of its subsidiaries, (iv) he is not subject to civil or criminal actions that would adversely affect the performance of his duties under this employment agreement and (v) his entry into the employment contemplated herein and his performance of his duties in respect thereof, will not violate or conflict with any agreement or obligation to which he is subject. Employee has delivered to the Company true and complete copies of any currently effective employment agreement, non-competitive agreement or similar agreement to which Employee is subject.

(e)The Employee acknowledges that he has had the assistance of legal counsel in reviewing and negotiating this Agreement.

(f)This Agreement and all of its provisions (other than the provisions of Section 5, Section 6, Section 7, Section 8, Section 9 and Section 10 hereof, which shall survive termination) shall terminate upon the Employee ceasing to be an employee of the Company for any reason.

(g)All notices and other communications hereunder shall be in writing; shall be delivered by hand delivery to the other party or mailed by registered or certified mail, return receipt requested, postage prepaid or by a nationally recognized courier service such as Federal Express; shall be deemed delivered upon actual receipt; and shall be addressed as follows:

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If to the Company:

Viskase Companies, Inc.

8205 South Cass Avenue, Suite 115

Darien, Illinois 605651

Attention: General Counsel

If to the Employee:

At the last known principal residence address reflected in the payroll records of the Company, or to such other address as either party shall have furnished to the other in writing in accordance herewith.

[Signature Page Follows]

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VISKASE COMPANIES, INC.
By:	/s/ Michael Schenker
	Name:	Michael Schenker
	Title:	General Counsel
Date:
EMPLOYEE:
By:	/s/ Thomas Davis
	Name:	Thomas Davis
Date:	December 30, 2016

[Signature page to Thomas Davis Employment Agreement 2016]

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EXHIBIT A

[Date]

[Address]

This agreement sets forth the terms and conditions regarding your separation from employment from Viskase Companies, Inc. (the “Company”) effective [last day of employment] (the “Separation Date”).

The terms and conditions set forth in paragraphs 1, 2, and the first sentence of paragraph 5 below will apply regardless of whether you decide to sign this letter agreement.  However, you will not be eligible to receive the payment set forth in paragraph 3 below unless you sign and do not revoke this letter agreement.  (See paragraph 13 below for what it means to revoke this letter agreement.)

1.Your last day of employment is [date].  You will receive your regular pay as a full-time employee according to the Company’s regular payroll practices through the Separation Date.  You also will receive a payment in the amount of $[     ], less applicable taxes and payroll withholdings, for [# of hours] hours of accrued [Paid Time Off or vacation, as applicable] (less any [PTO or vacation, as applicable] between the date of this letter and the Separation Date).

2.Because of your separation from employment, your eligibility for and coverage under the Company’s employee benefit plans will end on the Separation Date.

3.In addition to the above payments, the Company is offering you the opportunity to receive the payments to which you are entitled, if any, pursuant to Section 6 of your Employment Agreement with the Company, dated as of December [   ], 2016.  Notwithstanding any other provision hereof, as a condition to the payment of the amounts in this paragraph 3, you shall be required to execute, return to the Company, and not revoke within the Revocation Period (as defined in paragraph 9), this letter agreement agreeing to its terms, including the general release of claims contained in paragraph 5(a).

4.(a)  You agree to keep confidential and not to, directly or indirectly, publish, post on your own, or  disclose to any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, media personalities, and the like, all Confidential information relating to Carl Icahn and his family, the Company and its affiliates, related, parent, and subsidiary companies, and each of their officers, directors, employees and clients, learned in the course of your employment with the Company.    Confidential Information includes all secret or confidential information, knowledge or data, including, without limitation, trade secrets, sources of supplies and materials, customer lists and their identity, customer information, designs, production and design techniques and methods, identity of investments, identity of contemplated investments, business opportunities, valuation models and methodologies, processes, technologies, and any intellectual property relating to the business of the Company or its affiliates, related, parent, or subsidiary companies and their respective businesses, and any personal information related to Carl Icahn and his family.

(b)  In addition, you agree to keep the terms and conditions of this letter agreement confidential, except that you may disclose the terms and conditions of this letter agreement to your spouse or significant other, attorneys and financial and tax advisors, or as may be required pursuant to a valid subpoena, a request by a government agency in connection with any charge filed, investigation, or proceeding, or as otherwise required by law.  You further agree not to solicit or initiate any demand by others not party to this letter agreement for any disclosure of the terms and conditions of this agreement.

(c) Nothing in this agreement prohibits you from reporting any possible violations of federal law or regulation to any government agency or entity, including but not limited to the Department of Justice and the Securities and Exchange Commission, or making any other disclosures that are protected under the whistleblower provisions of federal law or regulation. You are not required to notify the Company that you will make or have made such reports or disclosures.  Non-Compliance with the disclosure provisions of this Agreement shall not subject you to criminal or civil liability under any Federal or State trade secret law for the disclosure of a Company trade secret if the disclosure is made: (i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or (iii) to an attorney representing you in a lawsuit for retaliation by the Company for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and you do not disclose the trade secret, except pursuant to court order.

(d)  Furthermore, you agree not to disparage, or encourage or induce others to disparage, Carl Icahn and his family, the Company and its affiliates, related, parent, and subsidiary companies, and each of their officers, directors, employees, and clients, with any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, media personalities, and the like.  For purposes of this letter agreement, the term “disparage” includes, without limitation, comments or statements on the internet, to the press and/or media, to any Released Party or to any individual or entity with whom any of the Released Parties have a business relationship which would adversely affect in any manner (i) the conduct of the business of any of the Released Parties (including, without limitation, any business plans or prospects) or (ii) the business reputation of any the Released Parties.

5.This letter agreement is not intended to modify but rather is intended to supplement the following agreements entered into between you and the Company which remain in full force and effect: the Amended and Restated Employment Agreement dated as of December [  ], 2016[ and the Stock Option Agreement dated as of [            ]]. In addition, you agree that for a period of one year following the Effective Date (as defined in paragraph 13) you will not directly or indirectly, in any capacity, nor will you induce, encourage, or assist any other individual or entity directly or indirectly, in any capacity, to: (A) hire or engage in any capacity any employee of the Company (or any individual who was an employee of the Company within the 12 months preceding the date such hiring or engagement occurs) or solicit or seek to persuade any employee of the Company to discontinue such employment with the Company, (B) solicit or encourage any customer of the Company or independent contractor providing services to the Company to terminate or diminish its relationship with them, or (C) seek to persuade any customer (or any individual who was a customer of the Company within the 12 months prior to the date such solicitation or encouragement commences or occurs, as the case may be) or prospective customer of the Company to conduct with anyone else any business or activity that such customer or prospective customer conducts or could conduct with the Company, or (D) attempt to divert, divert, or otherwise usurp any actual or potential business opportunity or transaction that you learned about during your employment with the Company.  For purposes of this paragraph 5, “in any capacity” includes, but is not limited to, as an employee, independent contractor, volunteer, or owner.

6.You acknowledge that as of the Separation Date you have returned to the Company any and all property, tangible or intangible, relating to its business or the business of its parent companies, subsidiaries, affiliates and related entities, which you possessed or had control over at any time,

including but not limited to Company-provided cell phones, keys, blackberries, personal computers, credit cards, building access cards, computer equipment, files, documents and software. You agree that all processes, technologies, and inventions, including new contributions, improvements, ideas, discoveries, agreements, contracts, trademarks, or trade names conceived, developed, invented, made, or found by you alone or with other employees during the period of your employment by the Company shall remain property of the Company.

7.(a) By signing this letter agreement, except as to the claims and rights referred to in paragraphs 7(b) and 7(c) below, in consideration of the severance payment provided for in paragraph 3, and other terms of this letter, you voluntarily and knowingly release and forever discharge the Company, its subsidiaries, parent, affiliates, and related entities, and each of their employee benefit plans, and each of their shareholders, partners, directors, members, officers, employees, trustees, administrators and fiduciaries, and each of their successors and assigns, (each a “Released Party” and collectively, the “Released Parties”) from any and all claims, demands, causes of action, obligations, damages and liabilities of whatever kind, in law or equity, by statute or otherwise (all collectively referred to as “Claims”), that can be waived, whether known or unknown, asserted or unasserted, arising out of or relating directly or indirectly in any way to your employment or termination of employment or the terms and conditions of your employment with the Company or any parent, subsidiary, affiliated, or related entity, including but not limited to (i) Claims of discrimination, harassment, retaliation, or failure to accommodate under any federal, state, or local law, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act, the Equal Pay Act and the Genetic Information Non-Discrimination Act (as any such law was enacted or amended); (ii) Claims under the  Immigration Reform and Control Act; (iii) Claims under the Uniformed Services Employment and Reemployment Rights Act; (iv) Claims under the Employee Retirement Income Security Act of 1974 (excluding claims for vested benefits as set forth in paragraph 7(b) below); (v) Claims regarding leaves of absence, including, but not limited to, Claims under the Family and Medical Leave Act; (vi) Claims under the National Labor Relations Act; (vii) Claims under the Sarbanes-Oxley Act or the Dodd-Frank Act; (viii) New York State Human Rights Law; New York City Human Rights Law; New York Equal Pay Law; New York Whistleblower Protection Law; New York Law for the Protection of Persons with Genetic Disorders; New York Law for the Protection of Persons with a Disability; New York Discrimination in Child Care Leave; New York Minimum Wage Law; the New York City Administrative Code; the statutory provisions regarding retaliation/discrimination under the New York Worker’s Compensation Law; the New York City Earned Sick Time Act; the Illinois Health and Safety Act; the Illinois One Day Rest in Seven Act; and similar local, state and federal laws; (ix) Claims for breach of contract (express or implied), retaliation, wrongful discharge, detrimental reliance, invasion of privacy, defamation, emotional distress or compensatory and/or punitive damages; (x) Claims for attorneys’ fees, costs, disbursements and/or the like; and (xi) Claims under any severance plan, policy, or program of the Company, including any claims for severance pay, termination pay, or similar type of payment.  By signing below, you also acknowledge that you cannot benefit monetarily or obtain other personal relief from any Claims released in this paragraph 7(a) and that you have waived any right to equitable relief that may have been available to you (including, without limitation, reinstatement) with respect to any Claim waived in this paragraph 7(a).  Your signature below acknowledges the fact that you are receiving a severance payment you would otherwise not be entitled to, that it is sufficient consideration for the waiver of Claims herein, and that after the Separation Date you will not be entitled to receive any other payments or benefits from the Company apart from the payments and benefits described in this letter agreement.

(b) By signing this letter agreement, you are not releasing claims that arise after you sign this letter agreement; claims to enforce this letter agreement; claims relating to the enforceability, meaning,

or effect of this letter agreement; claims or rights you may have to workers’ compensation or unemployment benefits; claims for accrued, vested benefits under any employee pension benefit plan of the Company in accordance with the terms of such plans and applicable law; and/or claims or rights which cannot be waived by private agreement.

(c) Additionally, by signing this letter agreement, you are not waiving your right to file a charge with, or participate in an investigation conducted by, any governmental agency, including, without limitation, the United States Equal Employment Opportunity Commission (EEOC).  Nevertheless, as set forth in paragraph 7(a) above, you acknowledge that you cannot benefit monetarily or obtain damages or equitable relief of any kind from or through any such charge or any action commenced by a government agency or third party with respect to claims waived in paragraph 7(a).

You acknowledge that you are aware that you may hereafter discover facts different from or in addition to those which you know or believe to be true with respect to the matters released in sub-paragraph 7(a) above, and agree that the release so given in sub-paragraph 7(a) above, shall be and remain in effect as a full and complete release of the respective claims, notwithstanding any such different or additional facts.

8.You agree that you have been paid and/or received all leave (paid or unpaid), compensation, wages, bonuses, severance or termination pay, commissions, notice period, and/or benefits to which you may have been entitled and that no other remuneration or benefits are due to you, except as set forth in this letter agreement.  You affirm that you have had no known workplace injuries or occupational diseases.  You also represent that you have disclosed to the Company any information you have concerning any fraudulent or unlawful conduct involving the Released Parties.

9.This letter agreement contains the entire understanding between you and the Company with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings, whether written or oral, between or among you, the Company or any of its parent companies, subsidiaries, affiliates and related entities (other than the agreements, if any, referred to in the first sentence of paragraph 5 above, which shall remain in full force and effect following your Separation date according to their terms).

10.The making of this letter agreement is not intended, and shall not be construed, as an admission that the Company or any of the Released Parties has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrongdoing whatsoever against you or otherwise.

11.This letter agreement (a) is governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such state, and as such will be construed under and in accordance with the laws of the State of New York without regard to conflicts of law, and (b) may not be modified unless evidenced by a writing signed by yourself and an authorized representative of the Company.

12.Any unresolved dispute arising out of this letter agreement and the general release contained in paragraph 7 shall be litigated in any court of competent jurisdiction in the Borough of Manhattan in New York City; provided that the Company may elect to pursue, without having to post any bond in connection therewith, a court action to seek injunctive relief in any court of competent jurisdiction to enforce any of its rights hereunder, including, without limitation, to terminate the violation of any of its proprietary rights, including but not limited to trade secrets, copyrights or trademarks as well as the restrictions in paragraph 5.  Each party shall pay its own costs and fees in connection with any litigation hereunder.

13.You may accept this letter agreement by signing it and inserting the date of signature in the space provided on or before the twenty-first (21st)  day after your receipt of this letter agreement (but no earlier than your Separation Date), and delivering this signed letter agreement to [Name of Company Representative] [Department] [Street Address] [Email Address].  After signing this letter agreement and delivering it as set forth above, you will have seven days to revoke your decision (the “Revocation Period”).    You may exercise your right to revoke your decision by sending written notice of revocation to the Company to [Name of Company Representative] [Department] [Street Address] [Email Address].  Such notice must be postmarked (if by letter) or received (if by email) by the close of business on the seventh day after you sign this letter agreement. Provided you do not timely revoke your decision to sign this letter agreement, this letter agreement will become effective on the eighth day after you sign it (the “Effective Date”).  In the event you do not accept this letter agreement or you revoke this letter agreement as set forth above, this letter agreement, including, without limitation, the obligation of the Company to provide the payment set forth in paragraph 3, shall be deemed automatically null and void. You are advised to speak with an attorney before signing this letter agreement.

14.If any paragraph or part or subpart of any paragraph in this letter agreement or the application thereof is construed to be overbroad and/or unenforceable, then the court making such determination shall have the authority to narrow the paragraph or part or subpart of the paragraph as necessary to make it enforceable and the paragraph or part or subpart of the paragraph shall then be enforceable in its/their narrowed form.  Moreover, each paragraph or part or subpart of each paragraph in this letter agreement is independent of and severable (separate) from each other.  In the event that any paragraph or part or subpart of any paragraph in this letter agreement is determined to be legally invalid or unenforceable by a court and is not modified by a court to be enforceable, the affected paragraph or part or subpart of such paragraph shall be stricken from the letter agreement, and the remaining paragraphs or parts or subparts of such paragraphs of this letter agreement shall remain in full force and effect.

15.Nothing in this letter agreement is intended to or shall be construed to preclude you from providing truthful information about your employment or this letter agreement to any government agency or in any sworn testimony.

16.By signing this letter agreement, you agree that you: (i) have carefully read this letter agreement in its entirety; (ii) are signing it voluntarily of your own free will; (iii) have had at least 21 days within which to consider its terms  (iv) are hereby advised by the Company to consult with an attorney of your choosing in connection with your decision whether to accept this letter agreement, (v) fully understand the significance of all of the terms and conditions of this letter agreement and have discussed them with an attorney of your choice, or have had a reasonable opportunity to do so; and (vi) you agree to abide by all of the terms and conditions contained herein.

Understood and Agreed to by:

(Name of Employee)

Date executed:                                  , 20       

EX1A-6 MAT CTRCT.10

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:	Your compensation per semi-monthly pay period will be $13,541.67 (less any applicable taxes and withholdings), payable on the 15th and the last day of each month.
Benefits:	You will continue to be eligible to participate in Viskase benefit plans including health; dental; vision; life; dependent life; short term and long term disability insurance; health savings account (HSA); contributory 401(k) with Company match and no vesting requirement; and discretionary profit sharing. Viskase Companies, Inc., reserves the right to add, change, or terminate benefits at any time, including but not limited to, those set forth above.
Bonus Plan:	You will continue to be eligible to participate in the Viskase Executive Incentive Plan (or its successor plan) (“EIP”) for the fiscal year ending December 31, 2016. Under this Plan, your target annual discretionary bonus will be 75% of your earned base salary for the Plan year. Full terms of the Plan will be provided to you in the Company’s EIP (or its successor plan) document, which is subject to change at any time in the Company’s sole and absolute discretion. Participation in the EIP (or its successor plan) is subject to approval of the Compensation Committee of the Board of Directors of Viskase.
Long Term-Incentive Plan:	You will continue to be eligible to participate in the Long-Term Incentive Plan for senior level employees (“LTIP”) in accordance with the Plan’s terms and conditions. To the extent such plan is established (which

	remains in the sole and absolute discretion of the Board), the award target per annum will be equal to 75% of your base salary.
Stock Option:	Effective January 1, 2016, the terms and conditions of the Stock Option Agreement dated April 16, 2013, between you and Viskase shall be amended as provided in Amendment No. 1 to Stock Option Agreement (attached).
Vacation:	You will be eligible for four (4) weeks per year beginning in 2016; and beyond 2020 you will adhere to the then-applicable Viskase vacation plan. All vacation will be subject to the terms of the vacation plan.
Severance Pay:	In the event of involuntary termination of your employment by the Company, except for “Cause” (as defined in Exhibit A, attached hereto), you will receive within sixty (60) days following the date on which the termination occurs, or as otherwise provided below:
	a)a severance payment in an aggregate amount equal to six (6) months of base salary, to be paid in a lump sum;
	b)any amounts of EIP and LTIP bonus (“Bonus Compensation”) with respect to a completed calendar year /LTIP performance period which remains unpaid to you as of the termination date, subject to the achievement of applicable performance objectives and to the terms and conditions of any plan document or other instrument governing such Bonus Compensation, payable as soon as practicable following the calculation thereof;
	c)LTIP compensation for the performance period or performance periods in which the termination date occurs, determined following the completion of each such performance period and subject to the achievement of applicable performance objectives and to the terms and conditions of any plan document or other instrument governing such LTIP compensation, and prorated in accordance with the method described in the Performance Award Agreement, payable as soon as practicable following the calculation thereof; and,
	d)an amount equal to 50% of your target EIP bonus for the calendar year in which the termination date occurs, to be paid in a lump sum.
	Receipt of the severance benefits provided in a) through d), above, shall be conditioned upon the execution and delivery by you to the Company of a confidential general release in favor of the Company in a form generally used by the Company, modified to be consistent with the terms of this offer letter.

This offer, and your employment, shall also be subject to the mutual covenants and agreements set forth in Exhibit A, incorporated in this offer.

This offer, and your employment, are conditioned upon your covenant and representation that (i) you are not a party to any contract, commitment, restrictive covenant or agreement, nor are you subject to, or bound by, any order, judgment, decree, law, statute, ordinance, rule, regulation or other restriction of any kind or character, which would prevent or restrict you from accepting this position and performing your duties, (ii)

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you have not shared with the Company or any of its affiliates, or any of its or their directors, officers, employees or agents, and will not share or use, any confidential or proprietary information of any prior employer or contractor or any third party from whom you may have received confidential or proprietary information, (iii) you are not subject to any agreement or obligation that would limit your ability to act on behalf of the Company or any of its subsidiaries, (iv) your acceptance of this offer and your performance of your duties in respect thereof will not violate or conflict with any agreement or obligation to which you are subject, and (v) you have delivered to the Company true and complete copies of any currently effective employment agreement, non-competitive agreement or similar agreement to which you are subject.

This letter does not constitute a contract or employment agreement. You understand that your employment is “at will” and can be terminated, with or without cause and with or without notice, at any time. Nothing contained in this letter shall limit or otherwise alter the foregoing. Your employment will be subject to other policies, terms and conditions that may be established or modified by the Company from time to time.  The terms of this offer relating to award of, entitlement to, and payment of severance and Bonus Compensation shall prevail over any contrary terms of the Viskase Companies, Inc. severance, EIP and/or LTIP Plans and/or other applicable plans, and shall prevail over any terms of such plans which specify that such awards are not earned by or due to any employee whose employment has terminated.  The Company has secured the approval of the Company’s Compensation Committee for the terms of this offer.

This letter serves as a summary of the provisions of the position of Executive Vice President, General Counsel, Chief Administration Officer & Secretary.

We look forward to you continuing with our Viskase Companies, Inc. team.  Please do not hesitate to contact Thomas D. Davis at (630) 874- 0739 or me at (630) 874-0750 if you have any questions.

Sincerely,
/s/ Maria Kozareva
Maria Kozareva
Global Director Human Resources
Cc:   Employee File
ACCEPTED:
Name – Print	Signature	Date
Michael D. Schenker	/s/ Michael D. Schenker	3/22/2016

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Exhibit A

to Offer Letter dated March 22, 2016

from Viskase Companies, Inc. (“Company”) to Michael Schenker (“Employee”)

Definitions

“Cause” shall mean the Employee’s (1) failure to perform substantially all of the duties of Executive Vice President, General Counsel and Chief Administrative Officer (other than failure resulting from incapacity due to disability) or to follow the lawful directions given to the Employee by the Company; (2) being charged with any felony or convicted of any crime punishable by imprisonment, other than traffic violations; (3) engagement in an act of fraud or of willful dishonesty towards the Company or any of its affiliates; (4) material breach of this offer letter or the policies of the Company; or (5) violation of a federal or state securities law or regulation.  Prior to termination for “Cause” as a result of failure as contemplated in clause (1) or (4) above, the Employee shall be given notice of his activity giving rise to such failure and will have fifteen calendar days to correct such activity; provided, that the Company shall only be required to provide notice under this sentence one time during any calendar year.

“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

Non-Disclosure

During the term of employment and at all times thereafter, the Employee shall hold in a fiduciary capacity for the benefit of the Company and each of its affiliates, all secret or confidential information, knowledge or data, including, without limitation, trade secrets, sources of supplies and materials, customer lists and their identity, designs, production and design techniques and methods, identity of investments, identity of contemplated investments, business opportunities, valuation models and methodologies, processes, technologies, and any other intellectual property relating to the business of the Company or its affiliates, and their respective businesses, (i) obtained by the Employee during the Employee’s employment by the Company and any of the subsidiaries of the Company and (ii) not otherwise in the public domain (“Confidential Information”).  The Employee also agrees to keep confidential and not disclose any personal information regarding any controlling Person of the Company, including Carl C. Icahn, or any of its or his affiliates and their employees, and any member of the immediate family of any such Person (and all such personal information shall be deemed “Confidential Information” for the purposes of this offer letter).  The Employee shall not, without the prior written consent of the Company (acting at the direction of the Board): (i) except to the extent compelled pursuant to the order of a court or other body having jurisdiction over such matter or based upon the advice of counsel that such disclosure is legally required, communicate or divulge any Confidential Information to anyone other than the Company and those designated by the Company; or (ii) use any Confidential Information for any purpose other than the performance of his duties pursuant to this offer letter.  The Employee will assist the Company or its designee, at the Company’s expense, in obtaining a protective order, other appropriate remedy or other reliable assurance that confidential treatment will be accorded any Confidential Information disclosed pursuant to the terms of this offer letter.

All processes, know-how, technologies, trade-secrets information, intellectual property and inventions

(collectively, “Inventions”) conceived, developed, invented, made or found by the Employee, alone or with others, during the term of employment and out of the performance of his duties and responsibilities hereunder, whether or not patentable and whether or not on the Company’s or any of its subsidiaries’ time or with the use of the Company’s or any of its subsidiaries’ facilities or materials, shall be the property of the Company or its respective subsidiary, as the case may be, and shall be promptly and fully disclosed by the Employee to the Company.  The Employee shall perform all necessary acts (including, without limitation, executing and delivering any confirmatory assignments, powers of attorney, documents, or instruments requested by the Company or any of its subsidiaries) to vest title to any such Invention in the Company or the applicable subsidiary and to enable the Company or the applicable subsidiary, at their expense, to secure and maintain domestic and/or foreign patents or any other rights for such Inventions.

All right, title and interest in all copyrightable material that the Employee shall conceive or originate individually or jointly or commonly with others, and that arise during the term of his employment with the Company and out of the performance of his duties and responsibilities under this offer letter, shall be the property of the Company and are hereby assigned by the Employee to the Company, along with ownership of any and all copyrights in the copyrightable material.  Upon request and without further compensation therefor, but at no expense to the Employee, the Employee shall execute any and all papers and perform all other acts necessary to assist the Company to obtain and register copyrights on such materials in any and all countries.  Where applicable, works of authorship created by the Employee for the Company in performing his duties and responsibilities hereunder shall be considered “works made for hire,” as defined in the U.S. Copyright Act.

Non-Compete and Non-Solicitation

(a)For a period of six months following the termination of employment, the Employee will not, either directly or indirectly, as principal, agent, owner, employee, director, partner, investor, shareholder (other than solely as a holder of not more than 1% of the issued and outstanding shares of any public corporation), consultant, advisor or otherwise howsoever own, operate, carry on or engage in the operation of or have any financial interest in or provide, directly or indirectly, financial assistance to or lend money to or guarantee the debts or obligations of any Person carrying on or engaged in any business that is similar to or competitive with the business conducted by the Company or any of its subsidiaries during or on the date of termination of Employee’s employment.

(b)The Employee covenants and agrees with the Company and its subsidiaries that, during the term of employment and for six months following the last day of the term of employment, the Employee shall not directly, or indirectly, for himself or for any other Person:

(i)solicit, interfere with or endeavor to entice away from the Company or any of its subsidiaries or affiliates, any customer, client or any Person in the habit of dealing with any of the foregoing;

(ii)attempt to direct or solicit any customer or client away from the Company or any of its subsidiaries or affiliates;

(iii)interfere with, entice away or otherwise attempt to obtain the withdrawal of any employee of the Company or any of its subsidiaries or affiliates; or

(iv)advise any Person not to do business with the Company or any of its subsidiaries or affiliates.

The Employee represents to and agrees with the Company that the enforcement of the restrictions contained in the foregoing Non-Disclosure and Non-Compete and Non-Solicitation provisions would not be unduly

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burdensome to the Employee and that such restrictions are reasonably necessary to protect the legitimate interests of the Company.  The Employee agrees that the remedy of damages for any breach by the Employee of the provisions of either of these provisions may be inadequate and that the Company shall be entitled to injunctive relief, without posting any bond.  This provision constitutes an independent and separable covenant that shall be enforceable notwithstanding any right or remedy that the Company may have under any other provision of this offer letter or otherwise.

Indemnification

The Company and its subsidiaries shall indemnify, defend and save harmless the Employee, and provide the Employee advancement of expenses in connection therewith, as and to the extent provided an officer under the Company’s and its subsidiaries’ respective certificate of incorporation, by-laws or other organizational document and the corporate laws of the State of Delaware.  For so long as the Company maintains directors and officers liability, employment practices liability or corporate counsel professional liability insurance policies (which shall in each case be maintained in the discretion of the Company), the Employee shall be covered under such policies.

The foregoing provisions captioned Non-Disclosure, Non-Compete and Non-Solicitation, and Indemnification shall survive any termination of employment.

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EX1A-6 MAT CTRCT.11

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 and withholdings), payable on the 15th and the last day of each month.
Benefits:	You will be eligible (subject to applicable waiting periods specified in the respective plans, including a 30-day waiting period on health, dental, vision, life, etc.) to participate in Viskase benefit plans including health; dental; vision; life; dependent life; short term and long term disability insurance; health savings account (HSA); contributory 401(k) with Company match and no vesting requirement; and discretionary profit sharing (after one year of service). Your participation in any of these plans will also be subject to any legal restrictions imposed as a non-citizen of the United States and/or as a holder of a work visa. Viskase Companies, Inc., reserves the right to add, change, or terminate benefits at any time, including but not limited to, those set forth above.
Bonus Plan:	You will be eligible to participate in the Viskase Executive Incentive Plan (or its successor plan) for the fiscal year ending December 31, 2016. Under this Plan, your target annual discretionary bonus will be 60% of your earned base salary for the Plan year (including for this purpose only your earned base salary from Brazilian employment during the first month of 2016). Full terms of the Plan will be provided to you in the Company’s Executive Incentive Plan (or its successor plan) document, which is subject to change at any time in the Company’s sole and absolute discretion. Participation in the Executive Incentive Plan (or its successor plan) is subject to approval of the Compensation Committee of the Board of Directors of Viskase.

Long Term-Incentive Plan:	You will continue to be eligible to participate in the Long-Term Incentive Plan for senior level employees (“LTIP”) in accordance with the Plan’s terms and conditions. To the extent such plan is established (which remains in the sole and absolute discretion of the Board), the award target per annum will be equal to 60% of your base salary (including for this purpose only your earned base salary from Brazilian employment during the first month of 2016). Full terms of the Plan will be provided to you in the Company’s LTIP (or its successor plan) document, which is subject to change at any time in the Company’s sole and absolute discretion. Participation in the LTIP (or its successor plan) is subject to approval of the Compensation Committee of the Board of Directors of Viskase.
Vacation:	You will be eligible for four (4) weeks per year beginning in 2016; and beyond 2021 you will adhere to the then-applicable Viskase vacation policy. All vacation will be subject to the terms of the vacation policy.
Vehicle Allowance:	You will be eligible to receive a vehicle allowance in accordance with Company policy.
Visa Services:	The Company will pay the legal costs and associated fees incurred in (1) securing a L-1A visa permitting you to live and work in the United States and, (2) should you decide to permanently relocate to the United States, securing visa(s) and immigration clearances permitting you to live and work in the United States and permitting your spouse to live legally with you in the United States (the items referred to in (2) above, collectively, “Visas”).
Relocation:	Your position is based in the Company’s global headquarters office, now located in metropolitan Chicago, Illinois. Your position will also require extensive travel both in the United States and internationally. You are required to, and agree to, establish a residence in the area of the global headquarters office no later than May 30, 2016 (such date, the “Relocation Date”). If your actual relocation occurs prior to such Relocation Date, as defined, then the actual date of relocation shall be the Relocation Date.
Relocation Assistance:	Viskase Companies, Inc. shall provide relocation assistance in the manner as described below:
	1.Temporary housing until the Relocation Date, as provided by or approved by the Company
	2.Reimbursement of airfare for you and your spouse (arranged per Company policy) from Brazil for your initial trip to Chicago and an additional round trip between Chicago and Brazil, and round trip airfare for up to six trips (to be used by you and/or your spouse, as you determine) from Chicago, Illinois to Fort Meyers, Florida (arranged per Company policy), until the Relocation Date
	3.Use of a Company-provided vehicle for local travel while you are in the vicinity of the global headquarters office until the earlier of the

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	Relocation Date or the date that you arrange for a vehicle and activate your automobile allowance benefit
	4.Should you decide to permanently relocate to the United States and purchase a home in the vicinity of the global headquarters,
	·Moving of household goods (for details please see attached Relocation Assistance Program)
	·Customary and reasonable closing costs for the sale of your current home in Brazil, and purchase of a home in the vicinity of the global headquarters office, in the following categories: real estate broker fees on sale; appraisal, credit report, tax service and flood certification fees; applicable title charges; government recording and transfer charges. You must provide a copy of any Good Faith Estimate of Closing Costs and/or draft HUD-1 Statement (or its equivalent) for approval in advance of closing, and you will be reimbursed only after submittal of the final HUD-1 Statement or similar documentation acceptable to the Company.
	Viskase Companies, Inc., will not pay for charges due to customary proration of real estate taxes and assessments, water/sewer charges and other utility or service items. Viskase Companies, Inc., will also not pay for items related to the home purchase financing, such as loan origination charges, interest rate credit/charges (points), items required by the lender to be paid in advance (interest charges, mortgage insurance premium, homeowner’s insurance), reserves or escrows (deposit for escrow account, homeowner’s insurance, mortgage insurance, property taxes).
	The relocation assistance provided in items 1 through 3, above, is available to you only until the Relocation Date. The relocation assistance provided in item 4, above, is available to you only until January 30, 2017. All relocation assistance amounts are taxable, except for expenses associated with the transportation of your household goods. If your employment with Viskase is terminated, either voluntarily or involuntarily, within twenty-four (24) months of the date the relocation benefits are paid, you agree to reimburse Viskase the full amount of the relocation costs.
Severance Plan:	You will be eligible for severance pay in the event of involuntary termination of employment by Viskase, in accordance with the terms and conditions of Viskase Severance Plan.
Effect on Brazilian Employment Status:	Effective as of February 1, 2016, you will cease to be an employee of the Company’s Brazilian subsidiary, to perform any activities or functions on behalf of such entity and to represent such entity in any capacity. The termination of that employment relationship is occurring because you volunteered to fulfill a position with the Company in the US, with scope of responsibility that is different from your activities thus far with the Company’s Brazil subsidiary. As a consequence, you have thus voluntarily resigned your position as Director General of the Company’s

3

Brazilian subsidiary, Vice President and General Manager of South America, and all other positions in Brazil, effective as of the end of January 31, 2016, and will relocate to the US. All entitlement to benefits, incentives, bonuses, and perquisites in connection with your Brazilian employment will also cease and the Company’s Brazilian subsidiary will pay to you all amounts payable in cases of voluntary resignation of its employees, considering applicable law and any specific provisions of your employment agreement. You will continue to be bound to any non-competition, non-solicitation, non-disclosure or other restrictive covenants in connection with your Brazilian employment, which shall survive for whatever duration is provided in the agreements or documents, or applicable law, relating to same.

This offer, and your employment, are conditioned upon your agreement, as attested by your signature on a Viskase Confidentiality and Non-Compete Agreement, that you will not either directly or indirectly during your employment by Viskase and for twenty-four (24) months after your employment with Viskase ceases engage in competition with Viskase or its affiliates.  In addition to other covenants which will be contained in the Confidentiality and Non-Compete Agreement, you agree that during and after your employment you shall not disclose to any third party any confidential or proprietary information of Viskase, any of its affiliates or subsidiaries, or any of their respective owners, members, directors, officers, managers, and employees.  You further agree that during and after your employment you will not disparage, verbally or in writing, anyone in Viskase, any of its affiliates or subsidiaries, or any of their respective owners, members, directors, officers, managers, or employees, and their family members.  The details of the Confidentiality and Non-Compete Agreement will be presented to you prior to your employment.

This offer, and your employment, are also conditioned upon your covenant and representation that (i) you are not a party to any contract, commitment, restrictive covenant or agreement, nor are you subject to, or bound by, any order, judgment, decree, law, statute, ordinance, rule, regulation or other restriction of any kind or character, which would prevent or restrict you from accepting this position and performing your duties, (ii) you have not shared with the Company or any of its affiliates, or any of its or their directors, officers, employees or agents, and will not share or use, any confidential or proprietary information of any prior employer or contractor or any third party from whom you may have received confidential or proprietary information, (iii) you are not subject to any agreement or obligation that would limit your ability to act on behalf of the Company or any of its subsidiaries, (iv) your acceptance of this offer and your performance of your duties in respect thereof will not violate or conflict with any agreement or obligation to which you are subject, and (v) you have delivered to the Company true and complete copies of any currently effective employment agreement, non-competitive agreement or similar agreement to which you are subject; and (vi) that you were advised by your Brazilian counsel in connection with your rights under Brazilian law deriving from your resignation of employment and termination of your employment agreement with the Company’s Brazilian subsidiary.

This letter does not constitute a contract or employment agreement. You understand that your employment is “at will” and can be terminated, with or without cause and with or without notice, at any time. Nothing contained in this letter shall limit or otherwise alter the foregoing. Your employment will be subject to other policies, terms and conditions that may be established or modified by the Company from time to time.

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On your first day of work we require that you bring proof of your legal right to work in the United States for I-9 purposes.  This includes either providing a copy of your I-94 printed out from the United States Customs and Border Patrol website (www.cbp.gov/i94/) or providing a copy of the Biographic page of your passport so that Viskase may retrieve the I-94 information for you.

This letter serves as a summary of the provisions of the position of General Manager, North America.  In case of any discrepancy between the contents of this summary and the terms of the various Plan Documents as they apply to you, the terms of the Plan Documents will govern.

We look forward to you joining our Viskase Companies, Inc. US team.  Please do not hesitate to contact Tom Davis at (630) 874-0739, or me at (630) 874-0750 if you have any questions.

Sincerely,
/s/ Maria Kozareva
Maria Kozareva
Global Director Human Resources
Cc:Thomas D. Davis
Employee File
ACCEPTED:
Name – Print	Signature	Date
Newton R. Martins	/s/ Newton R. Martins	1/26/2016

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EX1A-11 CONSENT

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 in the Offering Statement and to the use of our name as it appears under the caption “Experts.”

/s/ Grant Thornton LLP

Chicago, Illinois

September 22, 2017