8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2006

VISKASE COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	3089	95-2677354
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

8205 South Cass Avenue, Suite 115, Darien, Illinois	60561
(Address of principal executive offices)	(Zip Code)

(630) 874-0700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November 7, 2006, Viskase Companies, Inc. (the “Company”) entered into a Series A Preferred Stock Purchase Agreement (the “SPA”) with Koala Holding LLC (“Koala”), Grace Brothers, Ltd. (“Grace Brothers”) and Northeast Investors Trust (“Northeast” and together with Koala and Grace Brothers, the “Investors”), pursuant to which the Investors agreed to purchase 12,307,692 shares of Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), of the Company at a purchase price of $1.95 per share. Koala agreed to purchase 10,769,231 shares for a purchase price of $21,000,000.45, Grace Brothers agreed to purchase 1,025,641 shares for a purchase price of $1,999,999.95 and Northeast agreed to purchase 512,820 shares for a purchase price of $999,999.00. Koala is an affiliate of Carl C. Icahn. Other affiliates of Mr. Icahn own 2,868,005 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”). Grace Brothers and Northeast also own Common Stock. The closing of the purchase and sale of the Series A Preferred Stock under the SPA occurred on November 8, 2006. The issuance of the Series A Preferred Stock pursuant to the SPA was made without registration in accordance with Section 4(2) of the Securities Act of 1933. The SPA is attached to this report as exhibit 10.1 and is incorporated herein by reference.

Under the terms of the SPA, the Company has agreed to use commercially reasonable efforts to initiate a rights offering by no later than February 5, 2007 and to complete the rights offering by no later than May 6, 2007. The rights are expected to be outstanding for a period of sixty (60) days after the initiation of the rights offering. Pursuant to the rights offering, the Company would offer up to 12,307,692 shares of Common Stock at a purchase price of $1.95 per share. If the holders of rights, other than the Investors, exercise rights for $10,000,000 or more of Common Stock, then the Investors are required to exercise a ratable portion of their rights equal to the percentage of rights exercised by non-Investor holders of rights. The proceeds of such rights offering are required to be used to redeem Series A Preferred Stock.

The Series A Preferred Stock has an aggregate initial liquidation preference of $24,000,000. Each share of Series A Preferred Stock purchased pursuant to the SPA will accrue a minimum dividend of $0.219375 from the date of issuance to the earlier of the expiration or earlier termination of the rights offering or the six-month anniversary of the date of issuance. Thereafter, such shares will accrue dividends at the rate of 15% per annum. At the discretion of the Company, dividends on the Series A Preferred Stock may be paid in additional shares of Series A Preferred Stock in lieu of cash dividends. The holders of the Series A Preferred Stock are entitled to vote their shares on an as-converted basis as a single class together with the holders of the Common Stock. The ability of the Company to declare or pay dividends on the Common Stock will be restricted in the event that the Company fails to declare and pay full dividends on the Series A Preferred Stock.

The Series A Preferred Stock is both redeemable and convertible into common stock. Beginning on the six-month anniversary of the closing date, (i) the Series A Preferred Stock is convertible into Common Stock at the election of the holder at a conversion price of $1.365 per share and (ii) the Series A Preferred Stock is convertible into Common Stock in whole upon the written request of the holders of at least a majority of the outstanding Series A Preferred Stock at a conversion price of $1.365 per share. Provided that the rights offering has been initiated no later than ninety (90) days after the date of initial issuance of the Series A Preferred Stock, the Series A Preferred Stock not redeemed from the proceeds of the rights offering will, shortly after the expiration or early termination of the rights offering, automatically convert into Common Stock at a conversion price of $1.365 per share. The conversion prices are subject to anti-dilution adjustments.

The Company is required to redeem Series A Preferred Stock with the proceeds from the rights offering. In addition, the Series A Preferred Stock is redeemable at the election of the Company, and the holders shall have the right to require the Company to redeem Series A Preferred Stock, at any time after September 30, 2011. The redemption price is the liquidation preference plus accrued but unpaid dividends.

The holders of Series A Preferred Stock will have the registration rights set forth in that certain Registration Rights Agreement entered into on November 7, 2006 by and between the Company and the Investors (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company is obligated to provide demand, piggyback and shelf resale registration rights for the Registrable Securities (as defined therein), in each case, subject to the terms and conditions set forth therein. The Registration Rights Agreement is attached to this report as exhibit 10.2 and is incorporated herein by reference.

On November 6, 2006, the Company completed its consent solicitation of the holders of its 11.5% Senior Secured Notes due 2011 to the proposed amendments of certain provisions of the (a) Indenture, dated as of June 29, 2004, among the Company and LaSalle Bank National Association, as Trustee and Collateral Agent, (b) Security Agreement, dated as of June 29, 2004, among the Company and LaSalle Bank National Association, as Collateral Agent and (c) Intercreditor Agreement, dated as of June 29, 2004, among the Company, the Collateral Agent and Wells Fargo Foothill, Inc. Accordingly, on November 7, 2006, the Company entered into a First Supplemental Indenture with LaSalle Bank National Association, as Trustee and Collateral Agent, a First Amendment to Security Agreement with the Collateral Agent, and a First Amendment to Intercreditor Agreement with the Collateral Agent and Wells Fargo Foothill, Inc. These amendments, among other things, increase the general indebtedness basket and the foreign subsidiary investment basket, revise the terms upon which the Company’s 8% Subordinated Notes due 2008 may be redeemed, make conforming amendments for the possible issuance of additional 11½ Senior Secured Notes due 2011 to refinance the 8% Subordinated Notes due 2008 and make conforming changes for the issuance of the Series A Preferred Stock and the completion of the rights offering. The Company also entered into a Consent and Second Amendment to Loan and Security Agreement with Wells Fargo Foothill, Inc. on November 7, 2006, amending that certain Loan and Security Agreement dated as of June 29, 2004. This amendment, among other things, increases the existing general indebtedness basket and makes conforming amendments to permit the issuance of the Series A Preferred Stock and the completion of the rights offering. A copy of the First Supplemental Indenture is attached to this report as exhibit 4.1 and is incorporated herein by reference. Copies of the First Amendment to Security Agreement, First Amendment to Intercreditor Agreement and Consent and Second Amendment to Loan and Security Agreement are attached to this report as exhibits 10.3 through 10.5 and are incorporated herein by reference.

The foregoing description does not purport to be complete, and is qualified in its entirety by reference to the full text of the agreements, copies of which are filed as exhibits hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01, which is incorporated herein by reference. Pursuant to the Certificate of Designations discussed in Item 5.03, which is attached to this report as exhibit 3.1 and incorporated herein by reference, the Company will be required to redeem certain shares of Series A Preferred Stock with the proceeds of the rights offering discussed in Item 1.01 (the “Mandatory Redemption”). Provided that the rights offering has been initiated no later than ninety (90) days after the date of the initial issuance of the Series A Preferred Stock, each share of Series A Preferred Stock not redeemed pursuant to the Mandatory Redemption will, shortly after the expiration or early termination of the rights offering, automatically convert into shares of Common Stock at a conversion price of $1.365 per share. The Company also has the right to redeem, and each Series A Preferred Stock holder has the right to require the Company to redeem, each share of Series A Preferred Stock outstanding at any time after September 30, 2011 for $1.95 per share plus all accrued but unpaid dividends thereon, subject to such holder’s conversion rights.

Item 3.02 Unregistered Sales of Equity Securities.

See Items 1.01 and 2.03, which are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

See Items 1.01 and 2.03, which are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

See Item 1.01, which is incorporated herein by reference. Pursuant to the SPA, Koala acquired 10,769,231 shares of Series A Preferred Stock. Koala paid for its shares of Series A Preferred Stock from its working capital. Koala is an affiliate of Carl C. Icahn. Other affiliates of Mr. Icahn own 2,868,005 shares of Common Stock, or approximately 28.9% of the Company’s 9,936,775 outstanding shares of Common Stock. The shares of Series A Preferred Stock vote on an as-converted basis and accordingly are initially entitled to approximately 1.5893 votes per share. A total of 12,307,692 shares of Series A Preferred Stock were issued pursuant to the SPA and have an initial total of 19,560,440 votes. Koala’s shares of Series A Preferred Stock have an initial total of 17,115,385 votes. As a result of the foregoing, Mr. Icahn is the beneficial owner of shares of capital stock having a total of 19,983,390 votes, or approximately 67.7% of the aggregate total of 29,497,215 votes. In the event that Koala and its affiliates beneficially own less than a majority of the outstanding Common Stock on a fully diluted basis following the completion of the rights offering and the related conversion of the Series A Preferred Stock, Koala shall have the option to purchase such number of shares of Common Stock at a purchase price of $1.95 per share as is necessary for Koala and its affiliates to own 50.1% of the outstanding Common Stock on a fully diluted basis. Prior to the consummation of the transactions contemplated by the SPA, the Company did not have a controlling stockholder.

As discussed below in Item 5.02, on November 8, 2006, the Company’s Board of Directors (the “Board”) expanded the size of the Board from five to seven and elected two additional directors. However, the election of these directors was not a condition of Koala’s obligations under the SPA or done pursuant to any other arrangement between the Company and Koala or its affiliates.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On November 8, 2006, the Board expanded the size of the Board from five to seven and elected Peter K. Shea and SungHwan Cho to the Board. Mr. Shea is an independent consultant to various companies and an advisor to private equity firms. Mr. Cho is employed by Icahn Associates Corp., an affiliate of Carl C. Icahn. Neither Mr. Shea nor Mr. Cho has been named to any committees of the Board.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 8, 2006, the Company filed a Certificate of Designations of Series A Preferred Stock with the Secretary of State of the State of Delaware, designating 15,000,000 shares of the authorized and unissued preferred stock of the Company as Series A Preferred Stock. The Certificate of Designations fixes the powers, designations, preferences and rights of the Series A Preferred Stock, and a copy is attached hereto as exhibit 3.1 and incorporated herein by reference.

On November 8, 2006, the Company adopted Amended and Restated Bylaws to increase the number of directors constituting the entire Board from five to seven. A copy of the Amended and Restated Bylaws is attached hereto as exhibit 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

The following exhibits are filed as part of this report:

Exhibit Number	Description
3.1	Certificate of Designations of Series A Preferred Stock
3.2	Amended and Restated Bylaws of the Company
4.1	First Supplemental Indenture, dated as of November 7, 2006, by and between the Company and LaSalle Bank National Association, as Trustee and Collateral Agent
10.1	Series A Preferred Stock Purchase Agreement, dated as of November 7, 2006, by and between the Company and the Investors.
10.2	Registration Rights Agreement, dated as of November 7, 2006, by and between the Company and the Investors
10.3	First Amendment to Security Agreement, dated as of November 7, 2006, by and between the Company and LaSalle Bank National Association, as Collateral Agent
10.4	First Amendment to Intercreditor Agreement, dated as of November 7, 2006, by and among Wells Fargo Foothill, Inc., LaSalle Bank National Association, as Collateral Agent, and the Company
10.5	Consent and Second Amendment to Loan and Security Agreement, dated as of November 7, 2006, by and between the Company and Wells Fargo Foothill, Inc.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VISKASE COMPANIES, INC.
By:	/s/ Gordon S. Donovan
	Gordon S. Donovan
	Vice President and Chief Financial Officer

Date: November 13, 2006

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS

OF

SERIES A PREFERRED STOCK

OF

VISKASE COMPANIES, INC.

PURSUANT TO SECTION 151

OF THE GENERAL CORPORATION LAW

OF THE STATE OF DELAWARE

Viskase Companies, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that, in accordance with the provisions of Section 151 of such law and pursuant to Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors (the “Board”) of the Corporation is authorized to issue a series of preferred stock of the Corporation (“Preferred Stock”), has authorized the series of Preferred Stock hereinafter provided for and has adopted the following resolutions creating a series of Preferred Stock, par value $0.01 per share, designated as “Series A Preferred Stock,” as follows:

RESOLVED, that, pursuant to the authority vested in the Board in accordance with the provisions of the Certificate of Incorporation, a series of Preferred Stock of the Corporation be, and hereby is, created and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereon, are as follows:

1. Designation and Amount.

1.1 Series A Preferred Stock. Fifteen Million (15,000,000) shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series A Preferred Stock” with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations.

2. Dividends.

2.1 General.From the date of the issuance of any shares of Series A Preferred Stock and until the earlier of (i) the expiration or earlier termination of the offering of rights to acquire common stock, par value $0.01 per share, of the Corporation (“Common Stock”) on the terms and subject to the conditions set forth in that certain Series A Preferred Stock Purchase Agreement, dated November 7, 2006 (as amended, the “Purchase Agreement”), among the Corporation and the Investors identified therein (the “Rights Offering”) and (ii) six (6) months from such issuance, each share of Series A Preferred Stock shall accrue a minimum dividend of Twenty-One and Nine Thousand Three Hundred Seventy-Five Ten Thousandths Cents ($0.219375) (the period from the date of issuance through the earlier of the dates specified in clauses (i) and (ii) being hereinafter referred to as the “Initial Dividend Period”). After the expiration of the Initial Dividend Period, dividends at the rate of 15% per annum on the Series A Liquidation Value plus accrued and unpaid dividends thereon shall accrue on each share of Series A Preferred Stock. Dividends on the Series A Preferred Stock shall be cumulative and, except as set forth in Section 3.1, shall be payable when, as and if declared by the Board. Dividends shall accrue daily and compound quarterly. The Corporation shall not declare, pay or set aside any dividends on Common Stock unless the holders of the Series A Preferred Stock (the “Series A Holders”) then outstanding shall have received payment in full for all accrued but unpaid dividends. The “Series A Liquidation Value” shall mean One Dollar and Ninety-Five Cents ($1.95) per share.

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2.2 Payment-in-Kind. Notwithstanding any other provision of this Certificate of Designations, in the sole discretion of the Corporation, any dividends accruing on the Series A Preferred Stock may be paid in lieu of cash dividends by the issuance of additional shares of Series A Preferred Stock (including fractional shares) having an aggregate Series A Liquidation Value at the time of such payment equal to the amount of the dividend to be paid; provided that if the Corporation pays less than the total amount of dividends then accrued on the Series A Preferred Stock in the form of additional shares of Series A Preferred Stock, such payment in additional shares and the cash portion of any such dividend shall be made pro rata among the Series A Holders based upon the aggregate accrued but unpaid dividends on the Series A Preferred Stock held by each such Series A Holder. If and when any Series A Preferred Stock is authorized and issued under this Section 2.2 for the payment of accrued dividends, such Series A Preferred Stock shall be deemed to be validly issued and outstanding and fully paid and nonassessable.

3. Liquidation, Dissolution or Winding Up; Deemed Liquidation Event.

3.1 Preferential Payments to Series A Holders. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or any Deemed Liquidation Event (as defined in Section 3.2 below) the Series A Holders at the time of such event shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders (on a pari passu basis with the holders of any series of Preferred Stock of the Corporation ranking in liquidation on a parity with the Series A Preferred Stock) before any payment shall be made to the holders of Common Stock or any other class or series of capital stock ranking in liquidation junior to the Series A Preferred Stock by reason of their ownership thereof, an amount per share equal to the Series A Liquidation Value plus any dividends accrued but unpaid thereon, whether or not declared. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the Series A Holders and any other series of Preferred Stock ranking in liquidation on a parity with the Series A Preferred Stock the full amount to which they shall be entitled under this Section 3.1, the Series A Holders and any other series of Preferred Stock ranking in liquidation on a parity with the Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

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3.2 Deemed Liquidation Event.

(a) Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least majority of the outstanding shares of Series A Preferred Stock elect otherwise by written notice sent to the Corporation at least ten (10) business days prior to the effective date of any such event:

(i)  a merger or consolidation in which (A) the Corporation is a constituent party or (B) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except in either case any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation (providedthat, for the purpose of this Section 3.2, all shares of Common Stock issuable upon exercise of Options (as defined below) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or

(ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

(b) The Corporation shall not have the power to effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Section 3.1.

(c) In the event of a Deemed Liquidation Event, if the Corporation does not effect a dissolution of the Corporation under the DGCL within ninety (90) calendar days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each Series A Holder no later than the ninetieth (90th) calendar day after the Deemed Liquidation Event advising such Series A Holder of its right (and the requirements to be met to secure such

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right) pursuant to the terms of the following clause (ii) to require the redemption of such shares of Series A Preferred Stock, and (ii) if the holders of at least a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) calendar days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation in connection with such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the one hundred fiftieth (150th) calendar day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Liquidation Value plus all accrued and unpaid dividends thereon. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock and of any other series of Preferred Stock ranking in redemption on parity with the Series A Preferred Stock that is required to then be redeemed, the Corporation shall redeem a pro rata portion of each Series A Holder’s shares of Series A Preferred Stock and any such other series of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts that would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor. Prior to the distribution or redemption provided for in this Section 3.2, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

(d) The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board.

4. Voting.

4.1 General On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each Series A Holder shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Preferred Stock held by such Series A Holder are convertible pursuant to Section 5 as of the record date for determining stockholders entitled to vote on such matter. Fractional votes shall not be permitted, but shall be rounded up to the nearest whole number based on the aggregate number of shares of Series A Preferred Stock held by such Series A Holder. Except as provided by law or by the other provisions of the Certificate of Incorporation, Series A Holders shall vote together with the holders of Common Stock, and with the holders of any other series of Preferred Stock the terms of which so provide, as a single class.

4.2 Series A Preferred Stock Protective Provisions. At any time when shares of Series A Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, consummate any transaction outside the ordinary course of business (other than the Rights Offering) or do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock (voting on a common-equivalent basis in accordance with Section 4.1), given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class:

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(a) liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any Deemed Liquidation Event or consent to any of the foregoing;

(b) amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation (other than in connection with the authorization and issuance of Exempted Securities);

(c) create, or authorize the creation of, or issue or obligate itself to issue shares of, any addi-tional class or series of capital stock (other than Exempted Securities), or increase the authorized number of shares of Series A Preferred Stock or increase the authorized number of shares of any additional class or series of capital stock (other than in connection with the authorization and issuance of Exempted Securities);

(d) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Series A Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock, (iii) dividends or other distributions of Exempted Securities, and (iv) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service; or

(e) declare or pay dividends or other distributions in respect of the Common Stock (other than in connection with dividends or other distributions of Exempted Securities).

5. Conversion.

5.1 Optional Conversion. The Series A Holders shall have conversion rights as follows (the “Conversion Rights”):

(a) Conversion Rights. Unless theretofore converted in accordance with the provisions of Section 5.2,

(i) (A) each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof and (B) all shares of Series A Preferred Stock shall be convertible upon the written request of the holders of at least a majority of the outstanding Series A Preferred Stock; in case of clauses (A) and (B), at any time on or after the six-month anniversary of the date of issuance; and

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(ii) each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof to the extent (and only to the extent) that, in the good faith judgment of the holder thereof (with the advice of legal counsel), the holding of such share of Series A Preferred Stock by such holder, in conjunction with any other stock of the Corporation that is held (directly or indirectly) by such holder or a member of such holder’s Controlled Group (as defined below), is reasonably likely to result in the Corporation becoming included in a Controlled Group that includes such holder;

into a number of fully paid and nonassessable shares of Common Stock equal to (x) the per share Series A Liquidation Value plus accrued and unpaid dividends thereon divided by (y) 70% of the Conversion Price (as defined below).

The “Conversion Price” shall initially be equal to One Dollar and Ninety-Five Cents ($1.95). Such initial Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. “Controlled Group” shall mean (i) a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder and (ii) two or more trades or businesses under common control within the meaning of Section 414(c) of the Code and the regulations thereunder.

(b) Procedural Requirements. In order for a Series A Holder to voluntarily convert shares of Series A Preferred Stock into shares of Common Stock, such Series A Holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock (or, if such Series A Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such Series A Holder elects to convert all or any number of the shares of the Series A Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such Series A Holder’s name or the names of the nominees in which such Series A Holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered Series A Holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, issue and deliver to such Series A Holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof, rounded to the nearest whole number of shares.

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(c) Effect of Optional Conversion. All shares of Series A Preferred Stock that shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the Series A Holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly. Upon any such conversion, no adjustment to the Conversion Price shall be made for any declared but unpaid dividends on the Series A Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

5.2 Mandatory and Controlled Group Conversions.

(a) Mandatory Conversion. Upon the (i) expiration of the Rights Offering or (ii) early termination of the Rights Offering with the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock (voting on a common-equivalent basis in accordance with Section 4.1), which, in each case, has been initiated no later than ninety (90) calendar days after the date of initial issuance of the Series A Preferred Stock (the “Trigger Event”), each outstanding share of Series A Preferred Stock remaining outstanding after the fifth (5th) calendar day following the Trigger Event (such date being the “Mandatory Redemption Date”) and not otherwise subject to Mandatory Redemption pursuant to Section 6.2 shall automatically be converted following the close of business on the first business day following the Mandatory Redemption Date into a number of shares of Common Stock equal to (i) the per share Series A Liquidation Value plus accrued and unpaid dividends divided by (ii) 70% of the Conversion Price (a “Mandatory Conversion”).

(b) Controlled Group Conversion. Shares of Series A Preferred Stock held by any holder shall be automatically converted to the extent (and only to the extent) that the holding of such shares by the holder, in conjunction with any other stock of the Corporation that is held (directly or indirectly) by such holder or a member of such holder’s Controlled Group (as defined below), would cause the Corporation to be included in a Controlled Group that includes such holder, into a number of shares of Common Stock equal to (i) the per share Series A Liquidation Value plus accrued and unpaid dividends divided by (ii) 70% of the Conversion Price (the “Automatic Controlled Group Conversion”). Any Automatic Controlled Group Conversion shall be effective as of the date immediately preceding the date of holding of such shares by the holder would cause the Corporation to be included in such a Controlled Group.

(c) Procedural Requirements. Upon a Mandatory Conversion or Automatic Controlled Group Conversion, each affected Series A Holder shall surrender his, her or its certificate or certificates for all such shares (or, if such Series A Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated by the Corporation, and shall thereafter receive certificates for the number of shares of Common Stock to which such Series A Holder is entitled pursuant to this Section 5.2. Upon a Mandatory Conversion, all outstanding shares of Series A

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Preferred Stock, and upon an Automatic Controlled Group Conversion, that number of shares automatically converted in accordance with Section 5.2(b), shall be deemed to have been converted into shares of Common Stock, which shall be deemed to be outstanding of record, and all rights with respect to the Series A Preferred Stock so converted, shall terminate, except only the rights of the Series A Holders, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the last sentence of this Section 5.2(c). If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the Series A Holder or by his, her or its attorney duly authorized in writing. As soon as practicable after the conversion and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Series A Preferred Stock, the Corporation shall issue and deliver to such Series A Holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, rounded to the nearest whole number of shares.

(d) Effect of Conversion. All converted shares of Series A Preferred Stock shall, from and after conversion pursuant to this Section 5.2, no longer be deemed to be outstanding. Such converted Series A Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

5.3 Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares of Common Stock to which the Series A Holder would otherwise be entitled, the Corporation shall round the number of shares of Common Stock into which the Series A Preferred Stock may be converted to the nearest whole number of shares.

5.4 Mechanics of Conversion.

(a) Reservation of Shares.

(i)  The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

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(ii) The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the payment of Series A Preferred Stock in lieu of cash dividends pursuant to Section 2.2, such number of its duly authorized shares of Series A Preferred Stock as shall from time to time be sufficient to effect the payment of Series A Preferred Stock in lieu of all then accrued and unpaid cash dividends, and if at any time the number of authorized but unissued shares of Series A Preferred Stock shall not be sufficient to effect such payment of Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Series A Preferred Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain any requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

(iii)           Before taking any action that would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Corporation shall take any corporate action that may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price.

(b) Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section 5. The Corporation shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid. In addition, the Corporation shall not be required to pay any tax that may be payable in respect of any dividends paid upon conversion of the Series A Preferred Stock.

5.5 Adjustments to Conversion Price for Diluting Issues.

(a) Special Definitions. For purposes of this Certificate of Designations, the following definitions shall apply:

(i)  “Additional Shares of Capital Stock” shall mean all shares of capital stock issued (or, pursuant to Section 5.5(c) below, deemed to be issued) by the Corporation after the Series A Original Issue Date, other than the following shares of capital stock, and shares of capital stock deemed issued pursuant to the following Options and Convertible Securities (collectively “Exempted Securities”):

(1) shares of capital stock issued as stock dividends, stock splits, recapitalizations and similar transactions completed with respect to both the Common Stock and Series A Preferred Stock;

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(2) shares of capital stock or Options issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board;

(3) shares of capital stock actually issued upon the conversion or exercise of Series A Preferred Stock, or other derivative securities outstanding as of the Series A Original Issue Date; or

(4) shares of capital stock, Options or Convertible Securities issued in connection with business acquisitions or to financial institutions or lessors in connection with commercial credit arrangements, equity financings or similar transactions that are primarily of a non-equity financing nature, strategic partners or licensors, or other third parties with whom the Corporation engages in a transaction, in each case, as approved by the Board.

(ii) “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(iii) “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(iv) “Series A Original Issue Date” shall mean the date on which the first share of Series A Preferred Stock was issued.

(b) No Adjustment of Conversion Price. No adjustment in the Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Shares of Capital Stock if the Corporation receives written notice from the holders of at least a majority of the then outstanding shares of Series A Preferred Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Capital Stock.

(c) Deemed Issuance of Additional Shares of Capital Stock.

(i)  If the Corporation at any time or from time to time after the Series A Original Issue Date shall issue any Options or Convertible Securities (excluding Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Capital Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

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(ii) If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price pursuant to the terms of Section 5.5(d) below, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (ii) of this Section 5.5(c) shall have the effect of increasing the Conversion Price to an amount which exceeds the lesser of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares of Capital Stock (other than deemed issuances of Additional Shares of Capital Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

(iii)If the terms of any Option or Convertible Security (excluding Options or Convertible Securities that are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price pursuant to the terms of Section 5.5(d) below (either because the consideration per share (determined pursuant to Section 5.5(e) hereof) of the Additional Shares of Capital Stock subject thereto was equal to or greater than the Conversion Price then in effect, or because such Option or Convertible Security was issued before the Series A Original Issue Date), are revised after the Series A Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Capital Stock subject thereto (determined in the manner provided in clause (i) of this Section 5.5(c)) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(iv)Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) that resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price pursuant to the terms of Section 5.5(d) below, the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

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(v) If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price provided for in this Section 5.5(c) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (ii) and (iii) of this Section 5.5(c)). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price that would result under the terms of this Section 5.5 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

(d) Adjustment of Conversion Price Upon Issuance of Additional Shares of Capital Stock. In the event the Corporation shall at any time after the Series A Original Issue Date issue Additional Shares of Capital Stock (including Additional Shares of Capital Stock deemed to be issued pursuant to Section 5.5(c)), without consideration or for a consideration per share less than the applicable Conversion Price in effect immediately prior to such issue, then the Conversion Price shall be reduced, concurrently with such issue, to the consideration per share received by the Corporation for such issue or deemed issue of the Additional Shares of Capital Stock; providedthat if such issuance or deemed issuance was without consideration, then the Corporation shall be deemed to have received an aggregate of $0.01 of consideration for all such Additional Shares of Capital Stock issued or deemed to be issued.

(e) Determination of Consideration. For purposes of this Section 5.5, the consideration received by the Corporation for the issue of any Additional Shares of Capital Stock shall be computed as follows:

(i)  Cash and Property: Such consideration shall:

(1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

(2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board; and

(3) in the event Additional Shares of Capital Stock are issued together with other shares or securities or other assets of the Corporation for consideration that covers both, be the proportion of such consideration so received, computed as provided in clauses (1) and (2) above, as determined in good faith by the Board.

(ii) Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Capital Stock deemed to have been issued pursuant to Section 5.5(c), relating to Options and Convertible Securities, shall be determined by dividing

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(1) the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(2) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

(f)  Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Capital Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price pursuant to the terms of Section 5.5(d) above then, upon the final such issuance, the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

(g) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 5.5, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) calendar days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Series A Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Series A Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any Series A Holder (but in any event not later than ten (10) calendar days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property that then would be received upon the conversion of Series A Preferred Stock.

(h) Notice of Record Date. In the event:

(i)  the Corporation shall establish a record date for the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Series A Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;

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(ii) of any capital reorganization of the Corporation, Deemed Liquidation Event or any reclassification of the Common Stock of the Corporation; or

(iii)           of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation shall send or cause to be sent to the Series A Holders a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Series A Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Series A Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) calendar days prior to the record date or effective date for the event specified in such notice.

6. Redemption.

6.1 Optional Redemption. The Corporation shall have the right to redeem, and each Series A Holder shall have the right to require the Corporation to redeem, in whole or in part, each then outstanding share of Series A Preferred Stock held by such Series A Holder at any time after September 30, 2011 for cash consideration equal to the per share Series A Liquidation Value plus all accrued but unpaid dividends thereon; providedthat until immediately prior to the Redemption Date, each Series A Holder shall have the right to convert such outstanding Series A Preferred Stock as and to the extent provided in Section 5.1. In the event that a Series A Holder elects to require the Corporation to redeem Series A Preferred Stock in accordance with this Section 6.1, the Corporation shall, within ten (10) business days following the Corporation’s receipt of notice from such Series A Holder, redeem the shares of Series A Preferred Stock as to which such Series A Holder has elected redemption.

6.2 Mandatory Redemption. On or before the Mandatory Redemption Date, for cash consideration equal to the Rights Offering Consideration, the Corporation shall be required to redeem the percentage of shares of outstanding Series A Preferred Stock, equal to the gross proceeds to the Corporation of the Rights Offering dividedby Twenty Four Million ($24,000,000) multipliedby One Hundred (100) and expressed as a percentage. For example, if the Corporation receives gross proceeds in the Rights Offering equal to Twelve Million ($12,000,000), then the Corporation would be required to redeem 50% of the outstanding Series A Preferred Stock (or 6,153,846 shares of Series A Preferred Stock) for $13,350,000 of cash consideration. “Rights Offering Consideration” shall mean an amount equal to (a) the gross proceeds to the Corporation of the Rights Offering plus (b) an amount equal to the product of Two Million Seven Hundred Thousand Dollars ($2,700,000) multiplied by a fraction the numerator of which is equal to the gross proceeds to the Corporation of the Rights Offering and the denominator of which is Twenty-Four Million Dollars ($24,000,000).

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6.3 Partial Redemption. Upon the exercise of redemption rights or obligations pursuant to Section 6.1 or this Section 6.2, if the Corporation does not have sufficient funds legally available to redeem all shares of Series A Preferred Stock to be redeemed pursuant to such rights or obligations, the Corporation shall redeem a pro rata portion of each Series A Holder’s redeemable shares of such Series A Preferred Stock out of funds legally available therefor, based on the respective amounts that would otherwise be payable in respect of the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor.

6.4 Redemption Notice. Written notice of a redemption pursuant to Section 6.1 or 6.2 (the “Redemption Notice”) shall be sent to each Series A Holder, in the case of a redemption pursuant to Section 6.1, not less than ten (10) calendar days, and in the case of a redemption pursuant to Section 6.2, not less than one (1) calendar day, prior to the date of each redemption (the “Redemption Date”). Each Redemption Notice shall state:

(a) the number of shares of Series A Preferred Stock held by the Series A Holder that the Corporation shall redeem;

(b) the Redemption Date and the redemption price, in accordance with Sections 6.1 and 6.2 (the “Redemption Price”); and

(c) that the Series A Holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Series A Preferred Stock to be redeemed.

6.5 Surrender of Certificates; Payment. On or before the applicable Redemption Date, each Series A Holder of shares of Series A Preferred Stock to be redeemed on such Redemption Date, unless such Series A Holder has exercised his, her or its right to convert such shares as provided in Section 5.1, shall surrender the certificate or certificates representing such shares (or, if such Series A Holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Series A Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Series A Preferred Stock shall promptly be issued to such Series A Holder.

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6.6 Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Series A Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor, then notwithstanding that the certificates evidencing any of the shares of Series A Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the Series A Holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor.

7. Miscellaneous.

7.1 Redeemed or Otherwise Acquired Shares. Any shares of Series A Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Series A Preferred Stock following redemption.

7.2 Waiver. Any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived on behalf of all Series A Holders by the affirmative written consent or vote of the Series A Holders of at least a majorityof the shares of Series A Preferred Stock then outstanding.

7.3 Notices. Any notice required or permitted by the provisions of this Certificate of Designations to be given to a Series A Holder shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the DGCL, and shall be deemed sent upon such mailing or electronic transmission. In the event a Series A Holder shall not by written notice designate the name to whom payment upon redemption of Series A Preferred Stock should be made or the address to which the certificate or certificates representing, or other evidence of ownership of, such shares, or such payment, should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name of the Series A Holder of such Series A Preferred Stock as shown on the records of the Corporation and to send the certificate or certificates representing such shares, or such payment, to the address of such Series A Holder shown on the records of the Corporation.

7.4 Severability of Provisions. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to by prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

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7.5 No Impairment. Unless approved by a vote of the holders of a majority of the Series A Preferred Stock, the Corporation will not, (and shall be without authority to) directly or indirectly by amendment of this Certificate of Designation or of the Certificate of Incorporation of the Corporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, agreement, contract, or undertaking or through any other action:

(a) diminish, impair, limit, restrict, avoid or seek to impair, limit, restrict or avoid, any of the rights, powers or privileges of the Series A Preferred Stock or the Series A Holders hereunder or the observances or performance of any of the terms to be observed or preformed hereunder by the Corporation; or

(b) permit, allow or agree to the diminishment, impairment, limitation, restriction or avoidance of, the observance or performance of any of the terms to be observed or performed hereunder by the Corporation,

but will at all times in good faith assist in, facilitate and assure the carrying out of all the provisions of this Certificate of Designation and the taking of all such action as may be necessary or appropriate in order to protect the rights, powers and privileges of the holders of the Series A Preferred Stock hereunder, including, without limitation, the Conversion Rights of the Series A Holders and the Series A Preferred Stock.

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designations on November 7, 2006.

VISKASE COMPANIES, INC.

/s/

Name:

Title:

18

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

VISKASE COMPANIES, INC.

(hereinafter called the “Corporation”)

(As amended and restated through November 8, 2006)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. Other Offices. The Corporation may also have 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 stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

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.

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Section 5. Definition. For purposes of Sections 3 and 4 of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, PR Newswire, Bloomberg or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 6. 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 stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Business transacted at all Special Meetings shall be confined to the purposes stated in the notice.

Section 7. 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, 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 8. 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. 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 9. 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.

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Section 10.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 9 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 seven, at least one of whom shall be an independent director; provided that such independent director is a person that would qualify as an independent director under the Marketplace Rules of the NASDAQ Stock Market in effect on July 15, 2002 excluding the financial statement knowledge requirements applicable to the composition of audit committees.

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 the Board of Directors at a duly called meeting of the Board of Directors; provided that any director not present at such meeting must be given notice of any scheduled future regular meeting within 24 hours of the meeting he or she was unable to attend. Special meetings of the Board of Directors may be called by the President or by a majority of the Board of Directors in a duly called meeting of the Board of Directors. Notice of any Special Meeting stating the purpose, place, date and hour of the meeting shall be given to each director either by mail not less than 48 hours before the date of the meeting or by telephone, electronic facsimile or telegram on not less than 24 hours’ notice. 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 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.

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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, and the writing or writings 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 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.

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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 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.

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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 special 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 special 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 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.

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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 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.

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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 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 given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by electronic facsimile, telegram, telex or cable.

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, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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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.

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 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.

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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.

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.

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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 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.

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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.

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.

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ARTICLE IX

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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EX-4.1

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 7, 2006, is entered into by and between Viskase Companies, Inc., a Delaware corporation (the “Company”), and LaSalle Bank National Association, as trustee and collateral agent (“Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Indenture (as defined below).

RECITALS:

WHEREAS, the Company and Trustee are parties to that certain Indenture, dated as of June 29, 2004 (the “Indenture”), relating to the Company’s 11½% Senior Secured Notes due 2011 (the “11½% Notes”);

WHEREAS, contemporaneously with the execution and delivery of this First Supplemental Indenture, the Company has authorized and issued a new series of preferred stock of the Company (the “Equity Financing”);

WHEREAS, the Company wishes to amend certain provisions of the Indenture in connection with consummation of the Equity Financing (the “Amendments”);

WHEREAS, Section 9.02 of the Indenture provides that the Company, when authorized by a resolution of its Board of Directors, and the Trustee, with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding 11½% Notes, may amend or supplement the Indenture, subject to certain exceptions;

WHEREAS, in accordance with Section 9.02 of the Indenture, to effectuate the Amendments as set forth in this First Supplemental Indenture, the Company has solicited and obtained consents from holders of not less than a majority in principal amount of the outstanding 11½% Notes, as determined in accordance with Section 2.09 of the Indenture;

WHEREAS, the Company has been authorized by a resolution of its Board of Directors to enter into this First Supplemental Indenture and effectuate the Amendments; and

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture.

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AGREEMENTS:

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows for the benefit of each other party and for the equal and ratable benefit of the holders of the 11½% Notes:

ARTICLE 1

AMENDMENTS

The Indenture is hereby amended and modified as follows (all references to sections or subsections being the applicable sections or subsections of the Indenture), and all such amendments and modifications are deemed to be incorporated into the other documents executed in connection with the Indenture to the extent applicable:

Section 1.01.Additional Definitions. The following definitions shall be added in alphabetical order to Section 1.01 of the Indenture:

“Rights Offering” means an offering of up to approximately $24,000,000 of Common Stock by the Company to be made in connection with the offer and sale of the Series A Preferred Stock.

“Series A Preferred Stock” means the Series A Convertible Preferred Stock, par value $0.01 per share, of the Company with an initial liquidation value of $24,000,000.

Section 1.02.Amendment to Definition of Consolidated Net Income. The definition of “Consolidated Net Income” contained in Section 1.01 of the Indenture is hereby amended such that clause (5) of such definition is amended and restated as follows:

“(5) (a) any restoration to income of any material contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date or (b) any losses with respect to occurrences for which the Company has made a claim or claims with its insurance carriers, to the extent of such claim or claims, unless and until there shall have been a final determination denying such claim or claims;”

Section 1.03.Amendment to Definition of Permitted Indebtedness. The definition of “Permitted Indebtedness” contained in Section 1.01 of the Indenture is hereby amended such that each of clause (1) and clause (16) of such definition is amended and restated as follows:

“(1) (a) Indebtedness under the Notes issued in the Offering or in the Exchange Offer in an aggregate outstanding principal amount not to exceed $90.0 million and (b) Indebtedness under Additional Notes in such principal amount as may be issued in respect of payments on, purchases, defeasances, redemptions and prepayments of, and decreases and other acquisitions and retirement for value of, any or all of the 8% Senior Notes, together, in the case of either (a) or (b), with the related Guarantees;”

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“(16) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $20.0 million at any time outstanding (which amount may, but need not be, incurred in whole or in part under the Credit Agreement).”

Section 1.04.Amendment to Definition of Permitted Investment. The definition of “Permitted Investment” contained in Section 1.01 of the Indenture is hereby amended such that clause (1)(b) of such definition is amended and restated as follows:

“(1)(b) Investments in any Person that is or will become immediately after such Investment a Foreign Restricted Subsidiary by (i) the Company or any Guarantor so long as the aggregate amount of all such Investments do not exceed $60.0 million at any time outstanding and (ii) any other Foreign Restricted Subsidiary;”

Section 1.05.Amendment to Limitations on Restricted Payments. Section 4.09 of the Indenture is hereby amended such that each of clause (b)(2) and clause (b)(9) of such definition is amended and restated as follows:

“(b)(2) (A) if no Default or 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 Company, either (i) solely in exchange for other shares of Qualified Capital Stock of the Company or (ii) through the application of net proceeds of a sale for cash (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company within 60 days after such sale or (B) the acquisition, redemption or other retirement for value of Series A Preferred Stock in an amount equal to the sum of (i) the gross proceeds to the Company from the Rights Offering plus (ii) the accrued but unpaid dividends on such acquired, redeemed or retired Series A Preferred Stock;”

“(b)(9) if no Default or Event of Default shall have occurred and be continuing or would exist after giving effect thereto, payments on, purchases, defeasances, redemptions and prepayments of, and decreases and other acquisitions and retirement for value of, any or all of the 8% Senior Notes (A) on or after June 1, 2008 or (B) prior to June 1, 2008 so long as the aggregate amount of consideration for any such 8% Senior Notes purchased, defeased, redeemed, prepaid or otherwise acquired or retired prior to June 1, 2008 does not exceed 90% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon;”

Section 1.06.Amendment to Minimum EBITDA. Section 4.17 of the Indenture is hereby amended and restated as follows:

“The Company will not permit, as of the last day of any of its fiscal quarters set forth in the table below, its Consolidated EBITDA for the four consecutive fiscal quarters ending on such day to be less than the amount set forth below opposite such fiscal quarter:

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Fiscal Quarter Ending	Minimum EBITDA
September 30, 2004 through September 30, 2006	$16,000,000
December 31, 2006 through September 30, 2008	$15,000,000
December 31, 2008 and thereafter	$20,000,000

Unless the sum of (i) the Unrestricted Cash of the Company and its Restricted Subsidiaries as of such day and (ii) the aggregate amount of advances that the Company is actually able to borrow under the Credit Agreement on such day (after giving effect to any borrowings thereunder on such day) is at least $10,000,000.”

Section 1.07.Amendment to Reports to Holders. Section 4.23 of the Indenture is hereby amended and restated as follows:

“So long as any Notes are outstanding:

(1)   the Company will furnish to the Trustee and to the Holders not later than 100 days following the end of each fiscal year of the Company, financial statements meeting the requirements of Regulation S-X as contemplated by Item 8 of Form 10-K, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” meeting the requirements of Item 7 of Form 10-K and disclosure meeting the requirements of Items 3, 10 and 13 of Form 10-K; and

(2)  the Company will furnish to the Trustee and to the Holders not later than 50 days following the end of each of the first three fiscal quarters of each fiscal year of the Company (but not with respect to the fourth quarter of each fiscal year), financial statements meeting the requirements of Regulation S-X as contemplated by Item 1 of Part I of Form 10-Q, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” meeting the requirements of Item 2 of Part I of Form 10-Q.

During such time as the Company is subject to, or elects to be subject to, the period reporting requirements of the Exchange Act, the Company may satisfy its obligations under this Section 4.23 by filing Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q in accordance with the requirements of the Exchange Act.”

Section 1.08.Amendment to Merger, Consolidation and Sale of Assets. Section 5.01 of the Indenture is hereby amended such that clause (2) shall be amended and restated as follows:

“(2) immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including after giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction and any other transaction related thereto (including a merger described under clause (10) of clause (b) of Section 4.09 and any other transaction related thereto)), the Company or such Surviving Entity, as the case may be, (a) shall have a Consolidated Net Worth at least equal to the Consolidated Net Worth of the Company immediately prior to such transaction and (b) shall have a Consolidated Fixed Charge Coverage Ratio at least equal to the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction.”

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Section 1.09.Amendment to Events of Default. Section 6.01 of the Indenture is hereby amended such that each of clause (5) and clause (6) shall be amended and restated as follows:

“(5) one or more judgments in an aggregate amount in excess of $10.0 million shall have been rendered against the Company or any of its Significant Subsidiaries (other than any judgments as to which a reputable and solvent third party insurer has accepted full coverage) and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;”

“(6) (a) the entry of an order for relief against the Company or any of its Significant Subsidiaries under Title 11, United States Code by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Company or any of its Significant Subsidiaries a bankrupt or involvent under any other applicable federal or state law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any of its Significant Subsidiaries under Title 11, United States Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (b) the consent by the Company or any of its Significant Subsidiaries to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under Title 11, United States Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any of its Significant Subsidiaries or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any of its Significant Subsidiaries in furtherance of any such action;”

ARTICLE 2

EFFECTIVENESS; OPERATIVENESS

This First Supplemental Indenture shall be effective as of the date set forth above, upon the execution hereof by each of the parties hereto. Upon such execution, the Indenture shall be modified and amended in accordance with this First Supplemental Indenture, and all the terms and conditions of both shall be read together as though they constitute one instrument, except that, in case of conflict, the provisions of this First Supplemental Indenture will control. The Indenture, as modified and amended by this First Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every holder of the 11½% Notes. In case of conflict between the terms and conditions contained in the 11½% Notes and those contained in the Indenture, as modified and amended by this First Supplemental Indenture, the provisions of the Indenture, as modified and amended by this First Supplemental Indenture, shall control.

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ARTICLE 3

CONFLICT WITH THE TRUST INDENTURE ACT

If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939 (the “TIA”) that is required under the TIA to be part of and govern any provision of this First Supplemental Indenture, the provision of the TIA shall control. If any provision of this First Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture.

ARTICLE 4

SEVERABILITY

In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

ARTICLE 5

HEADINGS

The Article and Section headings of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

ARTICLE 6

BENEFITS UNDER THE FIRST SUPPLEMENTAL INDENTURE

Nothing in this First Supplemental Indenture or the 11½% Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the holders of the 11½% Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this First Supplemental Indenture or the 11½% Notes.

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ARTICLE 7

SUCCESSORS

All agreements of the Company and the Trustee in this First Supplemental Indenture shall bind their respective successors.

ARTICLE 8

THE TRUSTEE

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company.

ARTICLE 9

CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

In entering into this First Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

ARTICLE 10

GOVERNING LAW

THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this First Supplemental Indenture.

ARTICLE 11

COUNTERPART ORIGINALS

The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement.

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

VISKASE COMPANIES, INC.
By:	/s/
Name:	Gordon S. Donovan
Title:	Vice President and Chief Financial Officer
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/
Name:
Title:

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]

EX-10.1

Exhibit 10.1

VISKASE COMPANIES, INC.

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

November 7, 2006

TABLE OF CONTENTS

			Page
1.	Purchase and Sale of Stock.		1
	1.1	Sale and Issuance of Series A Preferred Stock.	1
	1.2	Closing.	1
2.	Option.		2
	2.1	General.	2
	2.2	Notice	2
	2.3	Exercise	2
3.	Representations and Warranties of the Company		3
	3.1	Organization, Good Standing and Qualification	3
	3.2	Subsidiaries	3
	3.3	Authorization	3
	3.4	Governmental Consents	3
	3.5	Valid Issuance of Shares, Option Shares and Underlying Common Stock	4
	3.6	Capitalization	4
	3.7	Noncontravention	4
	3.8	Litigation	5
	3.9	SEC Documents; Financial Statements	5
	3.10	Registration Rights; Voting Rights	5
4.	Representations and Warranties of the Investors		6
	4.1	Authorization	6
	4.2	Experience	6
	4.3	Accredited Investor	6
	4.4	Purchase Entirely for Own Account	6
	4.5	Economic Risk	6
	4.6	No Public Market	7
	4.7	Legend	7
5.	Rights Offering		7
6.	Conditions of Investors’ Obligations at Closing and any Option Closing		7
	6.1	Representations and Warranties	8
	6.2	Performance	8
	6.3	Compliance Certificate	8
	6.4	Certificate of Designations	8

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TABLE OF CONTENTS

(CONTINUED)

			Page
	6.5	Consents	8
	6.6	Registration Rights Agreement	8
	6.7	Opinion of Company Counsel	8
	6.8	Material Adverse Change	8
7.	Conditions of the Company’s Obligations at Closing and any Option Closing		8
	7.1	Representations and Warranties	9
	7.2	Performance	9
	7.3	Certificate of Designations	9
	7.4	Registration Rights Agreement	9
8.	Indemnification.		9
	8.1	Indemnification by the Company	9
	8.2	Indemnification by the Investors	9
	8.3	Defense of Third Party Claims	9
	8.4	Other Claims	10
9.	Miscellaneous.		11
	9.1	Governing Law	11
	9.2	Survival	11
	9.3	Successors and Assigns	11
	9.4	Entire Agreement	11
	9.5	Notices, Etc.	11
	9.6	Waiver	11
	9.7	Expenses	12
	9.8	Amendments	12
	9.9	Finder’s Fee	12
	9.10	Counterparts	12
	9.11	Severability	12
	9.12	Titles and Subtitles	12
SCHEDULES AND EXHIBITS
Schedule I		Participating Investors
Exhibit A		Certificate of Designations
Exhibit B		Disclosure Schedule
Exhibit C		Registration Rights Agreement
Exhibit D		Rights Offering Term Sheet
Exhibit E		Opinion of Company Counsel

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SERIES A PREFERRED STOCK PURCHASE AGREEMENT

This Series A Preferred Stock Purchase Agreement (this “Agreement”) is made as of November 7, 2006, by and between Viskase Companies, Inc., a Delaware corporation (the “Company”), and the participating investors identified on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).

RECITAL

The Company desires to sell, and the Investors wish to buy, shares of the Company’s newly designated Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions contained herein.

AGREEMENT

The parties agree as follows:

1. Purchase and Sale of Stock.

1.1 Sale and Issuance of Series A Preferred Stock.

(a) The board of directors of the Company (the “Board”) shall adopt and shall cause the Company to file with the Secretary of State of Delaware on or before the Closing (as defined below in Section 1.2) a certificate of designations in the form attached hereto as Exhibit A (the “Certificate of Designations”).

(b) Subject to the terms and conditions of this Agreement, the Investors agree to purchase at the Closing, and the Company agrees to sell and issue to the Investors at the Closing such number of shares of the Series A Preferred Stock as is set forth opposite each Investor’s name on Schedule I hereto at a purchase price of One Dollar and Ninety-Five Cents ($1.95) per share (the “Purchase Price”). The shares of Series A Preferred Stock to be sold pursuant to this Agreement are collectively referred to herein as the “Purchased Shares” and the Purchased Shares together with any shares of Series A Preferred Stock issued by the Company in respect of the Purchased Shares are collectively referred to herein as the “Shares.”

1.2 Closing.

(a) The purchase and sale of Purchased Shares (the “Closing”) shall occur as promptly as possible, but in no event more than three (3) business days following the satisfaction and/or waiver of all conditions to Closing set forth in Sections 6 and 7, at the offices of Jenner & Block LLP, One IBM Plaza, Chicago, Illinois, or at such other time and place as the Company and the Investors shall mutually agree. The date on which the Closing actually occurs will be referred to as the “Closing Date,” and except as otherwise expressly provided herein, the Closing shall for all purposes be deemed effective as of 8:00 a.m., Chicago time, on the Closing Date.

(b) At the Closing, the Company shall deliver to the Investors a certificate or certificates representing the Purchased Shares against payment of the Purchase Price therefor by wire transfer of immediately available funds to an account designated by the Company at least one (1) business day prior to the Closing Date.

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2. Option.

2.1 General.

(a) The Company hereby grants to Koala Holding LLC (“Koala”), subject to the terms and conditions set forth herein, a one-time, non-assignable right to purchase such number of shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) as is necessary for Koala and its affiliates to own, immediately following consummation of the Rights Offering and the related conversion of Series A Preferred Stock not otherwise redeemed in connection with the Rights Offering, fifty and one-tenth percent (50.1%) of the outstanding Common Stock (on a fully diluted basis, including after giving effect to the Investor Option pursuant to Section 2.1(b) below) for consideration per share equal to the consideration the holder of a Right (as defined in Section 5 below) would be required to pay to acquire a share of Common Stock thereunder (the “Koala Option”). For purposes hereof, the percentage increase in the number of shares of Common Stock held by Koala resulting solely from the exercise of the Koala Option is referred to the “Top-Up Percentage.”

(b) The Company hereby grants to each of the Investors (other than Koala), subject to the terms and conditions set forth herein, including the condition that Koala exercise the Koala Option pursuant to Section 2.1(a) above, a one-time, non-assignable right to purchase a number of shares of Common Stock equal to (i) the Top-Up Percentage (expressed as a decimal) multiplied by (ii) the number of shares of Common Stock held by such Investor immediately following consummation of the Rights Offering and the related conversion of Series A Preferred Stock not otherwise redeemed in connection with the Rights Offering, for consideration per share equal to the consideration the holder of a Right (as defined in Section 5 below) would be required to pay to acquire a share of Common Stock thereunder (the “Investor Option” and, together with the Koala Option, the “Option”).

2.2 Notice. Promptly following consummation of the Rights Offering and the related conversion of Series A Preferred Stock not otherwise redeemed in connection with the Rights Offering, the Company will provide to each of the Investors a written notice (“Share Notice”) providing (a) the total number of shares of Common Stock (on a fully diluted basis) then outstanding and (b) the number of shares of Common Stock such Investor has the option to purchase pursuant to Sections 2.1(a) and (b) above, as applicable, at such time (the “Option Shares”).

2.3 Exercise. Each Investor may exercise the applicable Option in whole (but not in part) and purchase the Option Shares by providing the Company written notice thereof on or before the tenth (10th) business day following its receipt of the Share Notice. Each Investor exercising its Option shall promptly pay to the Company by wire transfer of immediately available funds the aggregate consideration due under the Option and the Company shall substantially concurrently therewith deliver to such Investor the fully paid and non-assessable Option Shares. The date upon which both the consideration due under the Option is received by the Company and the Company completes delivery to the Investor of the applicable Option Shares is referred to herein as the “Option Closing.”

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3. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors as of the date hereof and as of the Closing and the Option Closing, if applicable, each of the following. For purposes of this Section 3, “Knowledge” of the Company shall mean (a) the actual knowledge of the Company and (b) that knowledge that a prudent businessperson could have obtained in the management of his business after making due inquiry, and after exercising due diligence with respect thereto.

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to carry on its business as currently conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which it is required to be so qualified and in good standing, except where the failure to be so qualified and in good standing would not materially and adversely affect the business, operations, properties, assets (whether tangible or intangible) or financial condition of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”). True and accurate copies of the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), as modified by the Certificate of Designations, and Bylaws (the “Bylaws”), each as amended and in effect at the Closing, have been made available to the Investors.

3.2 Subsidiaries. Except as set forth in Section 3.2 of the Disclosure Schedule attached hereto as Exhibit B (the “Disclosure Schedule”), the Company does not presently own or control, directly or indirectly, any interest in any other corporation or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

3.3 Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement of even date herewith in substantially the form attached hereto as Exhibit C (the “Registration Rights Agreement”), the performance of all obligations of the Company hereunder and thereunder as of the Closing and the Option Closing, if applicable, and the authorization, issuance (or reservation for issuance), sale and delivery of the Shares and the Common Stock (as defined below in Section 3.6) issuable upon conversion of the Shares and the Option Shares, has been taken and this Agreement constitutes, and the Registration Rights Agreement when executed and delivered will constitute, a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to: (a) laws limiting the availability of specific performance, injunctive relief and other equitable remedies; and (b) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally.

3.4 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the offer, sale or issuance of the Shares (and the Common Stock issuable upon conversion of the Shares) and the Option Shares and/or the consummation of any other transaction contemplated hereby or in the Registration Rights Agreement, except for the following: (a) the filing of the Certificate of Designations in the office of the Secretary of State of the State of Delaware, which will be filed by the Company prior to the Closing; and (b) filings pursuant to applicable federal and state securities laws, including any filings pursuant to the terms of the Registration Rights Agreement and any filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). Assuming that the representations of the Investors set forth in Section 4 below are true and correct, the offer, sale, and issuance by the Company of the Shares, Conversion Shares and Options Shares, in each case, in conformity with the terms of this Agreement and the Certificate of Incorporation as modified by the Certificate of Designation are exempt from the registration requirements of Section 5 of the Securities Act.

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3.5 Valid Issuance of Shares, Option Shares and Underlying Common Stock. The Shares and Option Shares, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Shares has been duly and validly reserved for issuance and, when issued and delivered in accordance with the terms of the Certificate of Incorporation as modified by the Certificate of Designation, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.

3.6 Capitalization. Immediately prior to the Closing, the authorized capital stock of the Company consists of (a) Fifty Million (50,000,000) shares of Common Stock, par value $0.01 per share (“Common Stock”), of which 10,811,483 shares, which includes 805,270 shares of Common Stock held in treasury and 69,438shares of restricted Common Stock that are issued but not outstanding, are issued and 9,936,775 shares are outstanding and (b) 50,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights or rights of first refusal or first offer. Immediately prior to the Closing, except for warrants to purchase 641,456 shares of Common Stock with an exercise price of $0.01 and expiring June 15, 2011 (the “2011 Warrants”), warrants to purchase 304,127 shares of Common Stock with an exercise price of $10.00 and expiring April 2, 2010 (the “2010 Warrants”), and options granted under the Company’s 2005 Stock Option Plan, which are exercisable for a total of 926,668 shares of Common Stock, there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for any shares of the Company’s capital stock or that otherwise confer on any person any right to acquire any of the Company’s capital stock or other outstanding securities convertible into or exchangeable for shares of the Company’s capital stock and, except for 69,438 shares of restricted Common Stock that are issued but not outstanding, there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company’s capital stock. There will be no adjustment to the exercise price of the 2010 Warrants or 2011 Warrants as a result of consummation of the sale of Shares under this Agreement.

3.7 Noncontravention. The execution and delivery by the Company of this Agreement and the Registration Rights Agreement and the consummation and performance by the Company of the transactions and obligations contemplated hereby and thereby do not: (a) violate any material law to which the Company or its subsidiaries is subject; (b) conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws; (c) create a breach, default, termination, cancellation, modification or acceleration of any obligation of the Company or any of its subsidiaries pursuant to any material contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of its assets or properties is bound or subject; or (d) result in the creation or imposition of any liens on any material asset of the Company or any of its subsidiaries.

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3.8 Litigation. Except as set forth in Section 3.8 of the Disclosure Schedule, there are no legal, administrative, grievance, arbitration or other proceedings or governmental investigations pending or, to Knowledge of the Company, threatened, against the Company or any of its subsidiaries (a) that seek to restrain or enjoin the consummation of the transactions contemplated by this Agreement or the Registration Rights Agreement, (b) that seek relief that would reasonably be expected to have a Material Adverse Effect, (c) that challenge the validity of this Agreement, the Registration Rights Agreement or the Certificate of Incorporation after giving effect to the Certificate of Designations or (d) that challenge any action taken or to be taken by the Company or any of its subsidiaries in connection with this Agreement or the Registration Rights Agreement.

3.9 SEC Documents; Financial Statements. The Company has filed on a timely basis all registration statements, forms, reports and proxy statements required to be filed by the Company with the Securities and Exchange Commission (“SEC”) on or after January 25, 2005 (collectively, the “Company Reports”). As of their respective dates, the Company Reports: (a) were prepared in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, (b) complied in all materials respects with the then applicable accounting requirements and (c) did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each set of the consolidated financial statements (including in each case any notes and schedules related thereto) included in the Company Reports complies as to form in all material respects with all applicable accounting requirements and published rules of the SEC (including Regulation S-X) with respect thereto, fairly presents in all material respects the consolidated financial position of the Company and its subsidiaries as of its date, and each of the consolidated statements of operations, cash flows and stockholders’ deficit included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the consolidated results of operations, cash flows or changes in stockholders’ deficit, as the case may be, of the Company and its subsidiaries for the periods set forth therein, in each case in accordance with United States generally accepted accounting principles except, in the case of unaudited statements, for normal and recurring year-end audit adjustments and as otherwise may be noted therein.

3.10         Registration Rights; Voting Rights. Except as provided in the Registration Rights Agreement and as set forth in Section 3.10 of the Disclosure Schedule, (a) the Company has not granted or agreed to grant, and is not under any obligation to provide, any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may be issued subsequently, and (b) no stockholder of the Company has entered into any agreement with the Company or its subsidiaries with respect to the voting of equity securities of the Company. The Company has not entered into any agreement with any stockholder relating to any rights or restriction on or in connection with the stock of the Company except as set forth in the Company’s Certificate of Incorporation and Certificate of Designations or as set forth in the Company’s stock option or restricted stock plans.

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4.Representations and Warranties of the Investors. The Investors each hereby represent and warrant to the Company, on a several basis, as of the date hereof and as of the Closing and the Option Closing, if applicable, as follows:

4.1 Authorization. All corporate, limited liability company, limited partnership or trust action, as applicable, on the part of the Investor, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement and the performance of all obligations of the Investor hereunder and thereunder as of the Closing, has been taken and this Agreement constitutes, and the Registration Rights Agreement when executed and delivered will constitute, a valid and legally binding obligation of the Investor, enforceable in accordance with its terms, subject to: (a) laws limiting the availability of specific performance, injunctive relief and other equitable remedies, and (b) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally.

4.2 Experience. The Investor is experienced in evaluating and investing in private placement transactions of securities of companies such as the Company, and has either individually or through its current officers, directors or partners such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s prospective investment in the Company, and has the ability to bear the economic risks of the investment.

4.3 Accredited Investor. The Investor is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act.

4.4 Purchase Entirely for Own Account. This Agreement is made with the Investor in reliance upon its representation to the Company, which by the Investor’s execution of this Agreement the Investor hereby confirms, that the Purchased Shares and Option Shares, if applicable, will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Investor further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Purchased Shares and Option Shares, if applicable (or any Common Stock acquired upon conversion thereof).

4.5 Economic Risk. The Investor understands that investment in the Company involves substantial risks. The Investor further understands that the purchase of the Purchased Shares and Option Shares, if applicable, will be a highly speculative investment. The Investor is able, without impairing its financial condition, to hold the Purchased Shares and Option Shares, if applicable, for an indefinite period of time and to suffer a complete loss of the Investor’s investment.

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4.6 No Public Market. The Investor understands that no public market now exists for the Series A Preferred Stock, and the Company has made no assurances that a public market will ever exist for the Series A Preferred Stock and that it is unlikely that a public market will ever exist for the Series A Preferred Stock.

4.7 Legend. The Investor acknowledges that, to the extent applicable, each certificate evidencing the Shares, the Option Shares and the Common Stock issuable upon conversion of the Shares shall be endorsed with the legend substantially in the form set forth below, as well as any additional legend imposed or required by applicable state securities laws:

THE SHARES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

5.  Rights Offering. The Company agrees to use commercially reasonable efforts to initiate and complete a registered offering of rights (the “Rights Offering”) to acquire Common Stock (the “Rights”), to be initiated no later than ninety (90) calendar daysafter the date hereof and completed no later than one hundred eighty (180) calendar days after the date hereof (the “Rights Offering Deadline”), and otherwise in accordance with the terms set forth on the term sheet attached hereto as Exhibit D (the “Rights Offering Term Sheet”). The Company agrees that, subject to limitations under applicable law, the proceeds of the Rights Offering will be used exclusively to redeem Shares then held by the Investors on a pro rata basis. All consideration proposed to be paid by the Investors for any Common Stock subscribed for by the Investors under the terms of Rights received as part of the Rights Offering may be paid in Shares valued at their liquidation value plus accrued and unpaid dividends thereon. The Investors agree on behalf of themselves and their respective affiliates that own Common Stock (“Investor Rights Holders”) that, with respect to the Rights Offering, if the aggregate cash consideration paid to the Company by all holders of Rights (other than the Investor Rights Holders) in connection with the subscription for Common Stock under the Rights is equal to or greater than Ten Million Dollars ($10,000,000), then the Investor Rights Holders shall be deemed to have subscribed for, without any further action on the part of the Company or the Investor Rights Holders, a number of shares of Common Stock equal to (a) the total number of shares of Common Stock the Investor Rights Holders have the right to subscribe for under the Rights multiplied by (b) (i) the total number of shares of Common Stock subscribed for under the Rights Offering by all holders of Rights (other than the Investor Rights Holders) divided by (ii) the total number of shares of Common Stock available to be subscribed for by all holders of Rights (other than the Investor Rights Holders). The Investors acknowledge that they shall not be entitled to receive Rights in respect of the Shares purchased hereunder.

6.  Conditions of Investors’ Obligations at Closing and any Option Closing. The obligation of each Investor to purchase the Purchased Shares at the Closing, and the Option Shares at the Option Closing, is subject to the fulfillment on or before the Closing or the Option Closing, as applicable, of each of the following conditions, the waiver of which shall not be effective unless consented in writing thereto:

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6.1 Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects (except for any representations qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Closing Date and the Option Closing, as applicable (except for any representations and warranties made as of a specified date, which shall be true and correct in all material respects or true and correct in all respects, as applicable, as of such specified date).

6.2 Performance. The Company shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and the Option Closing, as applicable.

6.3 Compliance Certificate. The President of the Company shall deliver to the Investors at the Closing and the Option Closing, as applicable, a certificate stating that the conditions specified in Sections 6.1, 6.2 and 6.8 have been fulfilled.

6.4 Certificate of Designations. Prior to the Closing, the Certificate of Designations shall have been filed with the Secretary of State of Delaware and the Certificate of Incorporation as modified by the Certificate of Designations shall be in full force and effect, and a copy of which shall have been delivered to the Investors.

6.5 Consents. The Company shall have entered into a supplemental indenture and amendments to the security agreement and intercreditor agreement with respect to the Company’s 11½% Senior Secured Notes due 2011, and an amendment to the Company’s revolving credit facility with Wells Fargo Foothill, in each case, giving effect to the amendments identified in the Rights Offering Term Sheet; such supplemental indenture and each of such amendments shall be in full force and effect, and copies of which shall have been delivered to the Investors.

6.6 Registration Rights Agreement. The Company shall have entered into the Registration Rights Agreement and the Registration Rights Agreement shall be in full force and effect.

6.7 Opinion of Company Counsel. The Investors shall have received from Jenner & Block LLP, counsel for the Company, an opinion, dated as of the Closing or the Option Closing, as applicable, in the form attached hereto as Exhibit E.

6.8 Material Adverse Change. There shall have not occurred and be continuing a Material Adverse Effect.

7. Conditions of the Company’s Obligations at Closing and any Option Closing. The obligations of the Company to the Investors under this Agreement are subject to the fulfillment on or before the Closing or the Option Closing, as applicable, of each of the following conditions by the Investors:

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7.1 Representations and Warranties. The representations and warranties of the Investors contained in Section 4 shall be true and correct in all material respects (except for any representations qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the Closing Date or the Option Closing, as applicable (except for any representations and warranties made as of a specified date, which shall be true and correct in all material respects or true and correct in all respects, as applicable, as of such specified date).

7.2 Performance. The Investors shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing or the Option Closing, as applicable.

7.3 Certificate of Designations. Prior to the Closing, the Certificate of Designations shall have been filed with the Secretary of State of Delaware and the Certificate of Incorporation as modified by the Certificate of Designations shall be in full force and effect.

7.4 Registration Rights Agreement. The Investors shall have entered into the Registration Rights Agreement and the Registration Rights Agreement shall be in full force and effect.

8. Indemnification.

8.1 Indemnification by the Company. Subject to the provisions of this Section 8, the Company shall indemnify and hold harmless the Investors, their respective successors and assigns, and their respective officers, directors, employees, agents and Affiliates (“Investor Indemnified Persons”) from and against, and shall reimburse Investor Indemnified Persons for, any and all losses, liabilities, claims, obligations, damages, deficiencies, assessments, levies, fines, penalties, costs, or reasonable and documented legal expenses, whether or not involving a third-party claim (collectively, “Losses”), arising out of, based upon or in any way relating to any inaccuracy in or breach of any representation or warranty of the Company set forth in this Agreement or any breach by the Company of, or failure of the Company to comply with, any covenant, agreement or other obligation of the Company in this Agreement.

8.2 Indemnification by the Investors.Subject to the provisions of this Section 8, each Investor shall, on a several (but not joint) basis, indemnify and hold harmless the Company, its successors and assigns, and its officers, directors, partners, members, employees, agents and Affiliates (“Company Indemnified Persons”) from and against, and shall reimburse Company Indemnified Persons for, any and all Losses, arising out of, based upon or in any way relating to any inaccuracy in or breach of any representation or warranty of such Investor set forth in this Agreement or any breach by such Investor of, or failure of such Investor to comply with, any covenant, agreement or other obligation of such Investor in this Agreement.

8.3 Defense of Third Party Claims.If any legal proceedings shall be instituted or any claim is asserted by any third party in respect of which any party hereto may have an obligation

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to indemnify another party, the party asserting such right to indemnity (the “Indemnified Party”) shall give the party from whom indemnity is sought (the “Indemnifying Party”) written notice thereof, but any failure to so notify the Indemnifying Party shall not relieve it from any liability that it may have to the Indemnified Party, other than to the extent the Indemnifying Party is actually prejudiced thereby. Such written notice shall describe in reasonable detail the facts constituting the basis for such third-party claim and the amount of the potential Loss, in each case, to the extent known. The Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Indemnified Party, unless the Indemnifying Party (a) notifies the Indemnified Party of such defense in writing within thirty days after the Indemnified Party has given notice of the third party claim, (b) furnishes satisfactory evidence of its financial ability to indemnify the Indemnified Party, and (c) conducts the defense of the third party claim actively and diligently; in which case, the Indemnifying Party may assume such control at its expense through counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (w) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim; (x) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such claim or ceasing to defend against such claim (with such approval not to be unreasonably withheld); (y) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such claim; and (z) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent the claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party.

After written notice by the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of any such action, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. If the Indemnifying Party does not assume control of the defense of such claim as provided in this Section 8.3, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 8.3. The reimbursement of fees, costs and expenses required by this Section 8.3 shall be made by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred.

8.4 Other Claims. A claim for indemnification for any matter not involving a third-party claim shall be asserted by the Indemnified Party to the Indemnifying Party in writing, setting forth specifically the obligation with respect to which the claim is made, the facts giving rise to and the alleged basis for such claim and, if known or reasonably ascertainable, the amount of the liability asserted or which may be asserted by reason thereof, but any failure to so notify the Indemnifying Party shall not relieve it from any liability that it may have to the Indemnified Party other than to the extent the Indemnifying Party is actually prejudiced thereby.

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9. Miscellaneous.

9.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to choice of laws or conflict of laws provisions thereof.

9.2 Survival. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by any Investors and the closing of the transactions contemplated hereby. All statements of the Company as to factual matters contained in any certificate or exhibit delivered by or on behalf of the Company pursuant hereto shall be deemed to be the representations and warranties of the Company hereunder as of such date of such certificate or exhibit.

9.3 Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that the rights of the Investors to purchase the Purchased Shares or the Option Shares, as applicable, shall not be assignable to a third party who is not an affiliate of an Investor without the consent of the Company. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided by this Agreement.

9.4 Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.

9.5 Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, return receipt requested, or otherwise delivered by hand or by messenger, addressed (a) for the Investors, to each Investor’s address as set forth on the signatures page of this Agreement, or to such other address as the Investors shall have furnished to the Company in writing, or (b) for the Company, to its address as set forth on the signature page of this Agreement addressed to the attention of the Corporate Secretary, or to such other address as the Company shall have furnished to the Investor. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given (x) upon delivery, when delivered personally or by overnight courier or successful fax delivery (with a copy of such fax sent by U.S. mail) or (y) at the time received, if sent by registered or certified mail, postage prepaid.

9.6 Waiver. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement, and shall not be construed to be a waiver of any other breach or default theretofore or thereafter occurring. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

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9.7 Expenses. Each of the Company and the Investors shall be responsible for their own fees and expenses, including the fees and expenses of legal counsel, arising from the negotiation and entry into this Agreement and the consummation of transactions contemplated hereby.

9.8 Amendments. Any term of this Agreement may be amended only with the written consent of each of the parties hereto. Any amendment effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities are convertible), each future holder of all such securities and the Company.

9.9 Finder’s Fee. The Company and the Investors each hereby represent and warrant to the other party that no finders or brokers were utilized in the sale of the Purchased Shares.

9.10         Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile, each of which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

9.11          Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

9.12          Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[THIS SPACE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:
VISKASE COMPANIES, INC.
By:	/s/
	Robert L. Weisman, President and Chief Executive Officer
8205 South Cass Avenue, Suite 115
Darien, Illinois 60561
Fax: (630) 874-0700
For notice purposes, with a copy to:
Thomas A. Monson
Jenner & Block LLP
One IBM Plaza
Chicago, IL 60611
Fax: (312) 840-8711

Signature Page to Series A Preferred Stock Purchase Agreement

INVESTOR:
KOALA HOLDING LLC
By:	/s/
c/o  Icahn Associates Corp.
767 5th Avenue, 47th Floor
New York, New York 10153
Facsimile: (212) 688-1158
For notice purposes, with a copy to:
Icahn Associates Corp.
767 5th Avenue, 47th Floor
New York, New York 10153
Attn: Keith Schaitkin
Facsimile: (212) 688-1158
INVESTOR:
GRACE BROTHERS, LTD.
By:	/s/
1560 Sherman Avenue, Suite 900
Evanston, Illinois 60201
Attn: Bradford Whitmore
Facsimile: (847) 733-0339
For notice purposes, with a copy to:
Evelyn Arkebauer
Sachnoff and Weaver
30 S. Wacker Drive, 29th Floor
Chicago, IL 60606
INVESTOR:
NORTHEAST INVESTORS TRUST
By:	/s/
150 Federal Street, Suite 1000
Boston, Massachusetts 02110-1745
Attn: Bruce Monrad
Facsimile: (617) 523-5412

 Signature Page to Series A Preferred Stock Purchase Agreement

SCHEDULE I

PARTICIPATING INVESTORS

Investor	Number of Purchased Shares		Purchase Price
Koala Holding LLC		10,769,231	$	21,000,000.45
Grace Brothers, Ltd.		1,025,641	$	1,999,999.95
Northeast Investors Trust		512,820	$	999,999.00
Total		12,307,692	$	24,000,000

Exhibit D

Rights Offering Term Sheet

This Memorandum of Terms summarizes the principal terms of the proposed offering (the “Rights Offering”) by Viskase Companies, Inc. (the “Company”) of subscription rights (the “Subscription Rights”) to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, for the purpose of redeeming outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”). The Series A Preferred Stock has been sold by the Company to certain investors pursuant to the Series A Preferred Stock Purchase Agreement, dated November 7, 2006 (the “Stock Purchase Agreement”)

Number of Rights: An aggregate of 12,307,692 Rights will be issued on a ratable basis in respect of the issued and outstanding shares of Common Stock at the time of the commencement of the Rights Offering.

Exercise Price: Each Subscription Right shall entitle the holder thereof (a “Holder”) to subscribe for shares of Common Stock at a ratio of one (1) share of Common Stock per Subscription Right (the “Rights Conversion Ratio”), subject to adjustment as set forth below. The exercise price per Subscription Right (the “Exercise Price”) shall be equal to $1.95 per share of the Common Stock. The Subscription Rights will be exercisable for an aggregate exercise price of $24 million.

Adjustments: If a stock dividend or other distribution, recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme or arrangement, split-up, spin-off or combination, or similar transaction or event affects the number of shares of Common Stock issuable upon exercise of the Subscription Rights (shares of Common Stock issuable upon the exercise of all Subscription Rights, the “Registrable Shares”), the Company will make an equitable change or adjustment as it deems appropriate in the number and kind of securities subject to or to be issued in connection with the exercise of the Subscription Rights and the Exercise Price of the Subscription Rights. No fractional shares of Common Stock will be issued upon the exercise of Subscription Rights. When any exercise of Subscription Rights would result in the issuance of a number of shares of Common Stock that is not a whole number, the actual number of shares will be rounded down to the next lower whole number with no further payment or other distribution therefor.

Offering Period: The Subscription Rights (and related oversubscription rights) shall become exercisable on the effective date of the registration statement for the registration of Registrable Shares (the “Commencement Date”) and shall expire at 5:00 p.m. New York City time within sixty (60) calendar days after the Commencement Date (the “Expiration Time”) but in no event shall the Expiration Time occur more than one hundred eighty (180) calendar days from the Closing (as defined in the Stock Purchase Agreement). Prior to the expiration of such period, any Holder desiring to participate in the Rights Offering must exercise all or any portion of its Subscription Rights (and related oversubscription rights, if desired). Any exercise of Subscription Rights (and related oversubscription rights) will be irrevocable. At the Expiration Time, unexercised Subscription Rights shall terminate and be null and void and the Company shall not be obligated to honor any such purported exercise received by the Company or its designee after the Expiration Time, regardless of when the documents relating to such exercise were sent.

Transferability: The Subscription Rights are at all times transferable but, prior to the Commencement Date, shall not be exercisable.

Exercise Procedures: In order to exercise Subscription Rights, each Holder must: (a) return a duly completed subscription form (the “Subscription Form”) to the Company or its designee so that such form is actually received by the Company or its designee on or before the Expiration Time; and (b) pay to the Company or its designee on or before the Expiration Time the aggregate Exercise Price for all of the Company Common Stock purchased pursuant to the Holder’s exercise of the Subscription Rights in accordance with the wire instructions set forth on the Subscription Form or by bank or cashier’s check or certificates representing Series A Preferred Stock delivered to the Company or its designee along with the Subscription Form. If, on or prior to the Expiration Time, the Company or its designee for any reason does not receive a duly completed Subscription Form and immediately available funds in an amount equal to the aggregate Exercise Price, the Subscription Rights shall be deemed to have been unexercised and to terminate and be null and void. The Company shall adopt such detailed procedures as is necessary to efficiently administer the exercise of the Subscription Rights and shall prepare documents that reflect the terms herein and such other terms as the Company shall determine to be appropriate in the implementation hereof.

Incidents of Ownership: The Subscription Rights shall have no rights, powers or privileges other than as expressly set forth herein, and in particular, the Subscription Rights shall have no voting rights, dividend rights, conversion rights, preemption rights, liquidation rights or other rights of a stockholder.

Use of Proceeds: Upon the exercise of Subscription Rights, all proceeds thereof shall be applied to the redemption of the Series A Preferred Stock.

Administration: All questions concerning the timeliness, viability, form and eligibility of any exercise of Subscription Rights shall be determined by the Company whose determination shall be final and binding. The Company may waive in its sole discretion any defect or irregularity, or permit a defect or irregularity to be corrected within such times as it may determine, or reject the purported exercise of any Subscription Rights that the Company has determined to have failed to comply with the applicable requirements.

Extension/Termination: The Company shall have the option of extending the period of the Rights Offering, at its sole discretion; provided that, in no event shall the Expiration Time occur more than one hundred eighty (180) calendar days from the Closing (as defined in the Stock Purchase Agreement). The Company shall also have the right to withdraw or terminate the Rights Offering at any time and for any reason. In the event the Rights Offering is withdrawn or terminated, all funds received from subscriptions will be returned (without interest), except to the extent Common Stock has already been issued in respect of any such subscriptions.

EX-10.2

Exhibit 10.2

VISKASE COMPANIES, INC.

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 7, 2006 is made and entered into by and between VISKASE COMPANIES, INC., a Delaware corporation (the “Company”) and the persons identified on Schedule I hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Stock Purchase Agreement (defined below).

WHEREAS, the Investors and the Company have entered into that certain Series A Preferred Stock Purchase Agreement, dated as of the date hereof, by and between the Investors and the Company (the “Stock Purchase Agreement”);

WHEREAS, pursuant to the Stock Purchase Agreement, the Company has agreed to sell and the Investors have agreed to purchase shares of Series A Preferred Stock;

WHEREAS, the execution and delivery of this Agreement is a condition to the consummation of the transactions contemplated by the Stock Purchase Agreement; and

WHEREAS, the Company desires to grant registration rights for the Registrable Securities pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Requested Registrations.

1.1Registration Requests. Upon the written request of one or more Initiating Holders of Registrable Securities holding a majority of all then outstanding Registrable Securities requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten (10) business days after receipt of such request, give written notice (a “Notice of Requested Registration”) of such request to all other holders of Registrable Securities, and thereupon will use its best efforts to effect the registration under the Securities Act of (a) the Registrable Securities which the Company has been so requested to register by such Initiating Holder or Holders, and (b) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within fifteen (15) calendar days after the giving of the Notice of Requested Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. If requested by the holders of a majority of the Registrable Securities requested to be included in any Requested Registration, the method of disposition of all Registrable Securities and any other securities included in such registration shall be an underwritten offering effected in accordance with Section 6.1. Subject to Section 1.5, the Company may include in such registration other securities for sale for its own account or for the account of any other Person.

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1.2Limitations on Requested Registrations. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Requested Registration if:

(a)In the case of a Long-Form Registration, the Company has previously effected three Effective Long-Form Registrations since the date hereof; provided, however, that there shall be no limit on the number of registrations effected as Short-Form Registrations, subject to the other provisions of this Section 1.2;

(b)the Registrable Securities requested by Initiating Holders to be so registered does not constitute at least twenty-five percent (25%) of the total Registrable Securities then outstanding; or

(c)such request is received by the Company less than one hundred eighty (180) calendar days following the effective date of any previous registration statement filed in connection with a Requested Registration or a Piggyback Registration unless the holder making the request had requested inclusion of Registrable Securities in such registration statement but was unable to participate fully as a result of Section 1.5 or 3.3.

1.3Registration Statement Form. Requested Registrations shall be on such appropriate registration form promulgated by the Commission as shall be selected by the Company, and shall be reasonably acceptable to the holders of a majority of the Registrable Securities to which such registration relates, and shall permit the disposition of such Registrable Securities in accordance with the intended method or methods specified in their request for such registration.

1.4Registration Expenses. The Company will pay all Registration Expenses incurred in connection with any Requested Registration.

1.5Priority in Cutback Registrations. If a Requested Registration becomes a Cutback Registration, the Company will include in any such registration to the extent of the number which the Managing Underwriter advises the Company can be sold in such offering (a) first, Registrable Securities requested to be included in such registration by the Requesting Holders, pro rata on the basis of the number of Registrable Securities requested to be included by such holders and (b) second, other securities of the Company proposed to be included in such registration, allocated in accordance with the priorities then existing among the Company and the holders of such other securities; and any securities so excluded shall be withdrawn from and shall not be included in such Requested Registration.

2Shelf Registration Statement. Upon the written request of one or more Initiating Holders of Registrable Securities holding a majority of all then outstanding Registrable Securities (such written request not to be provided prior to the earlier to occur of (a) (i) thirty (30) calendar days prior to the scheduled expiration or (ii) the earlier termination of the Rights Offering, as applicable, and (b) one hundred fifty (150) calendar days from Closing (the “Effective Date”)), the Company shall within thirty (30) calendar days of receipt thereof file with the Commission, and thereafter use its best efforts to have declared effective as soon as practicable after the filing thereof, a “shelf” registration statement (a “Shelf Registration Statement”) on Form S-1 pursuant to Rule 415 under the Securities Act or on such other form as may be appropriate under the Securities Act, in each case, covering the resale of all of the Registrable Securities (the “Shelf Registration”). The Company shall, subject to customary terms and conditions, use its best efforts to keep the Shelf Registration Statement continuously effective from the date that such Shelf Registration Statement is declared effective during the Effective Period to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered. The Company will pay all Registration Expenses incurred in connection with any Shelf Registration.

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3. Piggyback Registrations.

3.1Right to Include Registrable Securities. Notwithstanding any limitation contained in Section 1 or Section 2, if the Company at any time on or after the Effective Date proposes to effect a Piggyback Registration, it will give written notice (a “Notice of Piggyback Registration”), at least fifteen (15) calendar days prior to the anticipated filing date, to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3, which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any such holder made within fifteen (15) calendar days after receipt of a Notice of Piggyback Registration (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will, subject to the other provisions of this Agreement, include in the registration statement relating to such Piggyback Registration all Registrable Securities that the Company has been so requested to register, all to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of disposition set forth in the Notice of Piggyback Registration. Notwithstanding the foregoing, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) without prejudice, however, to the rights of any Requesting Holder to a Requested Registration under Section 1 or a Shelf Registration under Section 2, and (b) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligations to effect a Requested Registration under Section 1 or a Shelf Registration under Section 2.

3.2Registration Expenses. The Company will pay all Registration Expenses incurred in connection with any Piggyback Registration.

3.3Priority in Cutback Registrations. If a Piggyback Registration becomes a Cutback Registration, the Company will include in such registration to the extent of the amount of the securities that the Managing Underwriter advises the Company can be sold in such offering:

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(a)if such registration as initially proposed by the Company was solely a primary registration of its securities, (i) first, the securities proposed by the Company to be sold for its own account and (ii) second, (a) any 2003 Securities requested to be included in such registration by requesting holders of 2003 Securities, (b) any Registrable Securities requested to be included in such registration by Requesting Holders and (c) any other securities of the Company proposed to be included in such registration, in the case of clauses (a), (b) and (c) above, allocated among the holders thereof in accordance with the priorities then existing among such holders; and

(b)if such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company, other than holders of Registrable Securities in their capacities as such, pursuant to demand registration rights, (i) first, such securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, (ii) second, if such registration was not initially requested by holders of the 2003 Securities in their capacity as such, any 2003 Securities requested to be included in such registration by requesting holders of 2003 Securities, (iii) third, any Registrable Securities requested to be included in such registration by Requesting Holders, pro rata on the basis of the number of Registrable Securities requested to be included by such holders, and (iv) fourth, any other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and the holders of such other securities;

and any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

4.Blackout Periods. The Company shall have the right to delay the filing or effectiveness of a registration statement required pursuant to Section 1 or Section 2 hereof or suspend sales under such registration statement during no more than three (3) periods aggregating to not more than ninety (90) calendar days in any twelve-month period (a “Blackout Period”) in the event that (a) the Company would, in accordance with the advice of its counsel, be required to disclose in the registration statement information not otherwise then required by law to be publicly disclosed and (b) in the reasonable judgment of the Company’s Board of Directors, (i) there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect or interfere with any financing, acquisition, merger, disposition of assets (not in the ordinary course of business), corporate reorganization or other material transaction involving the Company or (ii) there is a reasonable likelihood that such disclosure would materially and adversely affect or interfere with the best interests of the Company or its shareholders; provided, however, that the Company shall delay during such Blackout Period the filing or effectiveness of, or suspend sales under, any other registration statement required pursuant to the registration rights of the holders of any other securities of the Company. The Company shall promptly give the holders of Registrable Securities written notice of such determination containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. Notwithstanding anything else herein to the contrary, the Company shall not be required to disclose to the holders of Registrable Securities any of the facts or circumstances regarding material non-public information giving rise to any Blackout Period.

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5.Registration Procedures. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 1, Section 2 or Section 3 hereof, the Company will use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of disposition thereof. Without limiting the foregoing, the Company in each such case will, as expeditiously as possible, use its best efforts to:

5.1prepare and file with the Commission the requisite registration statement to effect such registration and to cause such registration statement to become effective;

5.2prepare and file with the Commission such amendments and supplements to such registration statement and any prospectus used in connection therewith as may be necessary to maintain the effectiveness of such registration statement and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, in accordance with the intended methods of disposition thereof, until the earlier of (a) such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (b) one hundred twenty (120) calendar days after such registration statement becomes effective (such period tolled for any period that the registration statement and/or prospectus is unavailable to the Requesting Holders as a result of Section 4, Section 5.3(c) or Section 5.3(d); provided that, with respect to the Shelf Registration Statement, such period shall be the Effective Period);

5.3promptly notify each Requesting Holder and the underwriter or underwriters, if any: (a) when such registration statement or any prospectus used in connection therewith, or any amendment or supplement thereto, has been filed and, with respect to such registration statement or any post-effective amendment thereto, when the same has become effective, (b) of any written request by the Commission for amendments or supplements to such registration statement or prospectus, (c) of the notification to the Company by the Commission of its initiation of any proceeding with respect to the issuance by the Commission of, or of the issuance by the Commission of, any stop order suspending the effectiveness of such registration statement and (d) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction;

5.4furnish to each seller of Registrable Securities covered by such registration statement such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 promulgated under the Securities Act relating to such holder’s Registrable Securities, and such other documents, as such holder may reasonably request to facilitate the disposition of its Registrable Securities;

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5.5register or qualify all Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each holder thereof shall reasonably request, keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any other action that may be reasonably necessary or advisable to enable such holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such holder, except that the Company shall not for any such purpose be required (a) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 5.5 be obligated to be so qualified, (b) to subject itself to taxation in any such jurisdiction or (c) to consent to general service of process in any jurisdiction;

5.6cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable each holder thereof to consummate the disposition of such Registrable Securities;

5.7furnish to each Requesting Holder a signed counterpart, addressed to such holder (and the underwriters, if any), of (a) an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten Public Offering, dated the date of any closing under the underwriting agreement), reasonably satisfactory in form and substance to such holder, including, to the extent requested, a “10b-5 opinion,” and (b) a “comfort” letter, dated the effective date of such registration statement (and, if such registration includes an underwritten Public Offering, dated the date of any closing under the underwriting agreement), signed by the independent public accountants who have certified the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in underwritten Public Offerings of securities and, in the case of the accountants’ letter, such other financial matters, as such holder (or the underwriters, if any) may reasonably request;

5.8notify in writing each holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which any prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and at the request of any such holder promptly prepare and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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5.9provide a CUSIP number and a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; and

5.10    cause all Registrable Securities covered by such registration statement to be listed, upon official notice of issuance, on any securities exchange on which any of the securities of the same class as the Registrable Securities are then listed.

The Company may require each holder of Registrable Securities as to which any registration is being effected to, and each such holder, as a condition to including Registrable Securities in such registration, shall, furnish the Company with such information and affidavits regarding such holder and the distribution of such securities as the Company may from time to time reasonably request in writing in connection with such registration.

Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.8, such holder will forthwith discontinue such holder’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.8 and, if so directed by the Company, will deliver to the Company all copies, other than permanent file copies, then in such holder’s possession of the prospectus relating to such Registrable Securities at the time of receipt of such notice. In the event the Company shall give any such notice, the period referred to in Section 5.2 shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 5.8 and to and including the date when each holder of any Registrable Securities covered by such registration statement shall receive the copies of the supplemented or amended prospectus contemplated by Section 5.8.

6. Underwritten Offerings.

6.1Underwritten Requested or Shelf Offerings. In the case of any underwritten Public Offering being effected pursuant to a Requested Registration or a Shelf Registration, the Managing Underwriter and any other underwriter or underwriters with respect to such offering shall be selected, after consultation with the Company, by the holders of a majority of the Registrable Securities to be included in such underwritten offering with the consent of the Company, which consent shall not be unreasonably withheld. The Company shall enter into an underwriting agreement in customary form with such underwriter or underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 8. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for their benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to their obligations. No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder and its ownership of the securities being registered on its behalf and such holder’s intended method of distribution and any other representation required by law. No Requesting Holder may participate in such underwritten offering unless such holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. If any Requesting Holder disapproves of the terms of an underwriting, such holder may elect to withdraw therefrom and from such registration by notice to the Company and the Managing Underwriter, and each of the remaining Requesting Holders shall be entitled to increase the number of Registrable Securities being registered to the extent of the Registrable Securities so withdrawn in the proportion which the number of Registrable Securities being registered by each such remaining Requesting Holder bears to the total number of Registrable Securities being registered by all such remaining Requesting Holders.

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6.2Underwritten Piggyback Offerings. If the Company at any time proposes to register any of its securities in a Piggyback Registration and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Section 3.3, use its best efforts to arrange for such underwriters to include the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriter, and such holders shall be obligated to sell their Registrable Securities in such Piggyback Registration through such underwriters on the same terms and conditions as apply to the other Company securities to be sold by such underwriters in connection with such Piggyback Registration. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriter or underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for their benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to their obligations. No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder and its ownership of the securities being registered on its behalf and any other representation required by law. No Requesting Holder may participate in such underwritten offering unless such holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement, including provisions requiring such holder to refrain from selling Registrable Securities for a customary period of time before and following such offering, and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. If any Requesting Holder disapproves of the terms of an underwriting, such holder may elect to withdraw therefrom and from such registration by notice to the Company and the Managing Underwriter, and each of the remaining Requesting Holders shall be entitled to increase the number of Registrable Securities being registered to the extent of the Registrable Securities so withdrawn in the proportion that the number of Registrable Securities being registered by each such remaining Requesting Holder bears to the total number of Registrable Securities being registered by all such remaining Requesting Holders.

7. Holdback Agreements.

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7.1Unless the Managing Underwriter otherwise agrees, in connection with the first Public Offering hereunder, each holder of Registrable Securities, by acquisition of such Registrable Securities, agrees, and agrees to cause its Affiliates, not to effect any public sale or distribution (including a sale under Rule 144) of such securities, or any securities convertible into or exchangeable or exercisable for such securities, during the fourteen (14) calendar days prior to and the ninety (90) calendar days after the date the registration statement is declared effective by the SEC (an “Effective Registration”) in connection with such Public Offering (or for such shorter period of time as is sufficient and appropriate, in the opinion of the Managing Underwriter, in order to complete the sale and distribution of the securities included in such Effective Registration), except as part of such registration statement, whether or not such holder participates in such registration. Notwithstanding anything to the contrary in this Section 7 no holder of Registrable Securities, or any of its Affiliates, shall be prohibited from any public sale or distribution of such securities in connection with any Effective Registration unless all officers and directors of the Company agree to substantially the same limitations on public sale or distribution applicable to holders of Registrable Securities.

7.2Unless the Managing Underwriter, if any, otherwise agrees, in connection with the first Effective Registration hereunder, the Company agrees, and agrees to cause its Affiliates, (a) not to effect any public sale or distribution of the Company's equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the fourteen (14) calendar days prior to and the ninety (90) calendar days after the date such registration statement is declared effective by the SEC (or for such shorter period of time as is sufficient and appropriate, in the opinion of the Managing Underwriter, in order to complete the sale and distribution of the securities included in such Effective Registration), except as part of such underwritten registration and except pursuant to registrations on Form S-4 or Form S-8 promulgated by the Commission or any successor or similar forms thereto, and (b) to cause each holder of the Company's equity securities, or of any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a Public Offering), to agree not to effect any such public sale or distribution of such securities (including a sale under Rule 144), during such period, except as part of such underwritten registration. Unless the Managing Underwriter otherwise agrees, in connection with any Effective Registration other than the first Effective Registration hereunder, the Company agrees, and agrees to cause its Affiliates, (x) not to effect any public sale or distribution of the Company's equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the fourteen (14) calendar days prior to and the ninety (90) calendar days after the effective date of the registration statement filed in connection with an underwritten offering made pursuant to a Requested Registration or a Piggyback Registration (or for such shorter period of time as is `and appropriate, in the opinion of the Managing Underwriter, in order to complete the sale and distribution of the securities included in such Effective Registration), except as part of such underwritten registration and except pursuant to registrations on Form S-4 or Form S-8 promulgated by the Commission or any successor or similar forms thereto, and (y) to cause each holder of the Company's equity securities, or of any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a Public Offering), to agree not to effect any such public sale or distribution of such securities (including a sale under Rule 144), during such period, except as part of such underwritten registration.

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8. Indemnification.

8.1Indemnification by the Company. The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each seller of Registrable Securities included in any registration statement filed in connection with a Requested Registration, a Shelf Registration or a Piggyback Registration, its directors and officers, and each other Person, if any, who controls any such seller within the meaning of the Securities Act, against any losses, claims, damages, expenses or liabilities, joint or several (together, “Losses”), to which such seller or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, including but not limited to under the Exchange Act and state securities laws, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and the Company will reimburse such seller and each such director, officer and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Loss (or action or proceeding in respect thereof); provided that the Company shall not be liable in any such case to the extent that any such Loss (or action or proceeding in respect thereof) arises out of or is based upon (a) an untrue statement or alleged untrue statement or omission or alleged omission made in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation thereof, (b) such seller’s failure to send or give a copy of the final prospectus to the Persons asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus, and such seller was provided such final prospectus or (c) such seller’s continued use of any prospectus, or supplement or amendment thereof, or distribution of securities therewith, of which such seller was notified to discontinue use pursuant to Section 5.8 hereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer or controlling Person, and shall survive the transfer of such securities by such seller. The Company shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to sellers of Registrable Securities.

8.2Indemnification by the Sellers. Each holder of Registrable Securities that are included or are to be included in any registration statement filed in connection with a Requested Registration, a Shelf Registration or a Piggyback Registration, as a condition to including Registrable Securities in such registration statement, shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, its directors and officers, and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the obligation to provide indemnification pursuant to this Section 8.2 shall be several, and not joint and several, among such Indemnifying Parties on the basis of the number of Registrable Securities included in such registration statement, and the aggregate amount that may be recovered from any holder of Registrable Securities pursuant to the indemnification provided for in this Section 8.2 in connection with any registration and sale of Registrable Securities shall be limited to the total gross proceeds received by such holder from the sale of such Registrable Securities. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. Such holders shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, their officers and directors and each other Person, if any, who controls any such participating Person within the meaning of the Securities Act to the same extent as provided above with respect to the Company.

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8.3Notices of Claims, etc. Promptly after receipt by an Indemnified Party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding Section 8.1 or 8.2, such Indemnified Party will, if a claim in respect thereof is to be made against an Indemnifying Party pursuant to such paragraphs, give written notice to the latter of the commencement of such action, provided that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under Section 8.1 or 8.2, except to the extent that the Indemnifying Party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, the Indemnifying Party shall be entitled to participate in and, unless, in the reasonable judgment of any Indemnified Party, a conflict of interest between such Indemnified Party and any Indemnifying Party exists with respect to such claim, to assume the defense thereof, jointly with any other Indemnifying Party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party may participate in such defense at the Indemnified Party’s expense; and providedfurther that the Indemnified Party or Indemnified Parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the Indemnified Party or Indemnified Parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses that are different from or in addition to those available to the Indemnifying Party, and in that event the reasonable fees and expenses of such one counsel shall be paid by the Indemnifying Party. If the Indemnifying Party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for the Indemnified Parties with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim, in which event the Indemnifying Party shall be obligated to pay the fees and expenses of such additional counsel for the Indemnified Parties. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.

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8.4Contribution. If the indemnity and reimbursement obligation provided for in this Section 8 is unavailable or insufficient to hold harmless an Indemnified Party in respect of any Losses (or actions or proceedings in respect thereof) referred to therein, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such Losses (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other hand in connection with statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that the aggregate amount that may be recovered from any holder of Registrable Securities pursuant to this Section 8.4 in connection with any registration and sale of Registrable Securities shall be limited to the total proceeds received by such holder from the sale of such Registrable Securities. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an Indemnified Party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any Loss that is the subject of this paragraph. No Indemnified Party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Indemnifying Party if the Indemnifying Party was not guilty of such fraudulent misrepresentation.

8.5Other Indemnification. Indemnification similar to that specified in the preceding paragraphs of this Section 8 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation of any governmental authority other than the Securities Act. The provisions of this Section 8 shall be in addition to any other rights to indemnification or contribution that an Indemnified Party may have pursuant to law, equity, contract or otherwise. To the extent that the indemnity provisions contained in any underwriting agreement to which the Company is a party conflict with this Section 8, such underwriting agreement shall control.

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8.6Indemnification Payments. The indemnification required by this Section 8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Losses are incurred; provided that the Person to whom expenses are paid or advanced provides an undertaking to repay such advance if it is ultimately determined that such Person is not entitled to indemnification hereunder.

9.Covenants Relating to Rule 144. The Company will file reports in compliance with the Exchange Act, will comply with all rules and regulations of the Commission applicable in connection with the use of Rule 144 and take such other actions and furnish such holder with such other information as such holder may request in order to avail itself of such rule or any other rule or regulation of the Commission allowing such holder to sell any Registrable Securities without registration, and will, at its expense, forthwith upon the request of any holder of Registrable Securities, deliver to such holder a certificate, signed by the Company’s principal financial officer, stating (a) the Company’s name, address and telephone number (including area code), (b) the Company’s Internal Revenue Service identification number, (c) the Company’s Commission file number, (d) the number of shares of each class of capital stock outstanding as shown by the most recent report or statement published by the Company, and (e) whether the Company has filed the reports required to be filed under the Exchange Act for a period of at least ninety (90) calendar days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder. If at any time the Company is not required to file reports in compliance with either Section 13 or Section 15(d) of the Exchange Act, the Company at its expense will, forthwith upon the written request of the holder of any Registrable Securities, make available adequate current public information with respect to the Company within the meaning of paragraph (c)(2) of Rule 144.

10.   Other Registration Rights. The Company represents and warrants to the Investors that there is not in effect on the date hereof any agreement by the Company (other than this Agreement, the 2003 Registration Rights Agreement and the 2004 Registration Rights Agreement) pursuant to which any holders of securities of the Company have a right to cause the Company to register or qualify such securities under the Securities Act or any securities or blue sky laws of any jurisdiction. The Company shall not provide, or agree to provide, any rights to cause the Company to register or qualify any securities of the Company under the Securities Act or any securities or blue sky laws of any jurisdiction which rights are adverse to the rights granted to the Investors hereunder.

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11.    Definitions; Construction.

11.1    Definitions. Except as otherwise specifically indicated, the following terms will have the following meanings for all purposes of this Agreement:

“2003 Securities” shall mean any outstanding capital stock of the Company that constitutes a “Registrable Security,” as such term is defined in the 2003 Registration Rights Agreement; provided, however, that if such capital stock also constitutes Registrable Securities hereunder, such capital stock shall be deemed to be Registrable Securities and not 2003 Securities for all purposes hereunder.

“2003 Registration Rights Agreement” shall mean that certain Registration Rights Agreement dated April 15, 2003 by and among High River Limited Partnership, Debt Strategies Fund, Inc., Northeast Investors Trust and the Company.

“2004 Registration Rights Agreement” shall mean that certain Registration Rights Agreement, dated as of June 29, 2004, by and between Jefferies & Company, Inc. and the Company.

“Affiliate,” as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“Blackout Period” has the meaning set forth in Section 4.

“Commission” means the United States Securities and Exchange Commission, or any successor governmental agency or authority.

“Common Stock” means shares of common stock, par value $0.01 per share, of the Company, as constituted on the date hereof, and any stock into which such common stock shall have been changed or any stock resulting from any reclassification of such common stock.

“Company” has the meaning set forth in the preamble.

“Cutback Registration” means any Requested Registration or Piggyback Registration to be effected as an underwritten Public Offering in which the Managing Underwriter with respect thereto advises the Company and the Requesting Holders in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company that are not Registrable Securities) exceed the number that can be sold in such offering without a reduction in the selling price anticipated to be received for the securities to be sold in such Public Offering.

“Effective Date” has the meaning set forth in Section 2.

“Effective Long-Form Registration” means a Long-Form Registration with respect to a Requested Registration which has been (a) declared or ordered effective in accordance with the rules of the Commission, and (b) kept effective for the period of time contemplated by Section 5.2.

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“Effective Period” shall mean the period commencing with the effective date of the Shelf Registration Statement and ending at such time as no more Registrable Securities are outstanding.

“Effective Registration” has the meaning set forth in Section 7.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Form S-1” means Form S-1 promulgated by the Commission under the Securities Act, or any successor or similar long-form registration statement.

“Form S-3” means Form S-3 promulgated by the Commission under the Securities Act, or any successor or similar short-form registration statement.

“Form S-4” means Form S-4 promulgated by the Commission under the Securities Act, or any successor or similar registration statement for the registration of securities issued in business combination transactions.

“Form S-8” means Form S-8 promulgated by the Commission under the Securities Act, or any successor or similar registration statement for the registration of securities to be offered to employees pursuant to employee benefit plans.

“Indemnified Party” means a party entitled to indemnity in accordance with Section 8.

“Indemnifying Party” means a party obligated to provide indemnity in accordance with Section 8.

“Initiating Holders” means any holder or holders of Registrable Securities making a written request pursuant to Section 1 or Section 2 for the registration of Registrable Securities.

“Investor” and “Investors” have the meaning set forth in the preamble.

“Key Investor” means Koala Holding LLC.

“Long-Form Registration” means a Requested Registration effected by the filing of a registration statement on Form S-1 with the Commission.

“Losses” has the meaning set forth in Section 8.1.

“Managing Underwriter” means, with respect to any Public Offering, the underwriter or underwriters managing such Public Offering.

“NASD” means the National Association of Securities Dealers.

“Notice of Piggyback Registration” has the meaning set forth in Section 3.1.

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“Notice of Requested Registration” has the meaning set forth in Section 1.1.

“Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union or association.

“Piggyback Registration” means any registration of equity securities of the Company under the Securities Act (other than a registration in respect of a dividend reinvestment or similar plan for stockholders of the Company or on Form S-4 or Form S-8 promulgated by the Commission, or any successor or similar forms thereto), whether for sale for the account of the Company or for the account of any holder of securities of the Company (other than Registrable Securities).

“Public Offering” means any offering of Common Stock to the public, either on behalf of the Company or any of its securityholders, pursuant to an effective registration statement under the Securities Act.

“Registrable Securities” means (a) the Shares, (b) the Common Stock received upon conversion of the Shares, (c) the Option Shares, (d) any additional shares of Common Stock issued or distributed by way of a dividend, stock split or other distribution in respect of the Shares and Option Shares, or acquired by way of any rights offering or similar offering made in respect of the Shares and Option Shares and (e) in the case of a Key Investor, any Common Stock acquired by the Key Investor prior to the date hereof and any additional shares of Common Stock issued or distributed by way of a dividend, stock split or other distribution in respect of such Common Stock. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (x) a registration statement with respect to the sale of such securities shall have become effective after the date hereof under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (y) they shall have been distributed to the public pursuant to Rule 144 or (z) they shall have ceased to be outstanding.

“Registration Expenses” means all reasonable expenses incident to the Company’s performance of or compliance with its obligations under this Agreement to effect the registration of Registrable Securities in a Requested Registration, a Shelf Registration or a Piggyback Registration, including, without limitation, all registration, filing, securities exchange listing and NASD fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, premiums and other costs of policies of insurance against liabilities arising out of the Public Offering of the Registrable Securities being registered and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts and commissions and transfer taxes, if any, in respect of Registrable Securities, which shall be payable by each holder thereof; provided that the Company will not pay the fees, expenses and disbursements of any counsel, accountants or advisors (financial or otherwise) of any Person on whose behalf securities of the Company are included in such registration, except one special counsel to all holders of such securities.

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“Requested Registration” means any registration of Registrable Securities under the Securities Act effected in accordance with Section 1.

“Requesting Holders” means, with respect to any Requested Registration or Piggyback Registration, the holders of Registrable Securities requesting to have Registrable Securities included in such registration in accordance with this Agreement.

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, and any successor provision thereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means shares of Series A Preferred Stock issued by the Company pursuant to the Stock Purchase Agreement and any additional shares of Series A Preferred Stock issued or distributed by way of a dividend, stock split or other distribution in respect of shares of Series A Preferred Stock.

“Shelf Registration” has the meaning set forth in Section 2.

“Shelf Registration Statement” has the meaning set forth in Section 2.

“Short-Form Registration” means a Requested Registration effected by the filing of a registration statement on Form S-3 with the Commission.

“Stock Purchase Agreement” has the meaning set forth in the recitals.

12. Miscellaneous.

12.1    Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the addresses or facsimile numbers set forth on the signature pages hereto. All such notices, requests and other communications will (a) if delivered personally, be deemed given upon delivery, (b) if delivered by facsimile transmission, be deemed given upon receipt and (c) if delivered by mail in the manner described, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 12.1). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto.

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12.2    Entire Agreement. This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof, and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

12.3    Amendment. This Agreement may be amended, supplemented or modified only by a written instrument (which may be executed in any number of counterparts) duly executed by or on behalf of each of the Company and Persons owning a majority of the Registrable Securities.

12.4    Waiver. Subject to Section 12.5, any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same term or condition of this Agreement on any future occasion.

12.5    Consents and Waivers by Holders of Registrable Securities. Any consent of the holders of Registrable Securities pursuant to this Agreement, and any waiver by such holders of any provision of this Agreement, shall be in writing (which may be executed in any number of counterparts) and may be given or taken by Persons owning a majorityof the Registrable Securities, and any such consent or waiver so given or taken will be binding on all the holders of Registrable Securities.

12.6    No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto, their respective successors or permitted assigns and any other holder of Registrable Securities, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person other than any Person entitled to indemnity under Section 8.

12.7    Successors and Assigns; Assignment. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, this Agreement may be assigned in whole or from time to time in part by the Investors in connection with the sale or other transfer of any or all of the Investors’ Registrable Securities, including sales or transfers to Affiliates.

12.8    Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

12.9    Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

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12.10  Remedies. Except as otherwise expressly provided for herein, no remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by any party hereto shall not constitute a waiver by any such party of the right to pursue any other available remedies. Damages in the event of breach of this Agreement by a party hereto or any other holder of Registrable Securities would be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and the Company and each holder of Registrable Securities, by its acquisition of such Registrable Securities, hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

12.11  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.

12.12   Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[THIS SPACE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMPANY:
VISKASE COMPANIES, INC.
By:	/s/
	Robert L. Weisman, President and Chief Executive Officer
8205 South Cass Avenue, Suite 115
Darien, Illinois 60561
Fax: (630) 874-0700
For notice purposes, with a copy to:
Thomas A. Monson
Jenner & Block LLP
One IBM Plaza
Chicago, IL 60611
Fax: (312) 840-8711

Signature Page to Registration Rights Agreement

INVESTOR:
KOALA HOLDING LLC
By:	/s/
c/o  Icahn Associates Corp.
767 5th Avenue, 47th Floor
New York, New York 10153
Facsimile: (212) 688-1158
For notice purposes, with a copy to:
Icahn Associates Corp.
767 5th Avenue, 47th Floor
New York, New York 10153
Attn: Keith Schaitkin
Facsimile: (212) 688-1158
INVESTOR:
GRACE BROTHERS, LTD.
By:	/s/
1560 Sherman Avenue, Suite 900
Evanston, Illinois 60201
Attn: Bradford Whitmore
Facsimile: (847) 733-0339
For notice purposes, with a copy to:
Evelyn Arkebauer
Sachnoff and Weaver
30 S. Wacker Drive, 29th Floor
Chicago, IL 60606
INVESTOR:
NORTHEAST INVESTORS TRUST
By:	/s/
150 Federal Street, Suite 1000
Boston, Massachusetts 02110-1745
Attn: Bruce Monrad
Facsimile: (617) 523-5412

Signature Page to Registration Rights Agreement

SCHEDULE I

INVESTORS

Koala Holding LLC

Grace Brothers, Ltd.

Northeast Investors Trust

EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO

SECURITY AGREEMENT

This First Amendment to Security Agreement (this “Amendment”), dated as of November 7, 2006, is made by and between VISKASE COMPANIES, INC.,a Delaware corporation (the “Company”),andeach of its Domestic Restricted Subsidiaries hereafter party hereto (such Subsidiaries, together with Company, each a “Debtor” and, collectively, the “Debtors”), and LASALLE BANK NATIONAL ASSOCIATION (“LaSalle”), as collateral agent (together with its successor(s) thereto in such capacity, “Collateral Agent”) for the Trustee and Holders, and amends that certain Security Agreement, dated as of June 29, 2004, by the Company in favor of the Collateral Agent (the “Original Security Agreement”). Terms capitalized herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Security Agreement.

WHEREAS, the parties hereto desire to amend certain of the terms and provisions of the Original Security Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged), the parties hereto (intending to be legally bound) hereby agree as follows:

1. Amendments to Original Security Agreement. Subject to the terms and conditions contained herein, the parties hereto hereby amend the Original Security Agreement as follows:

(a) Section 4.3 of the Original Security Agreement is hereby amended and restated in its entirety as follows:

“4.3Location of Inventory and Equipment. Keep such Debtor’s Inventory and Equipment only at the locations identified on Schedule 3.4 and its chief executive offices only at the locations identified on Schedule 3.6(b); provided, however, that such Debtor may amend Schedule 3.4 and Schedule 3.6(b) so long as such amendment occurs by prompt written notice to the Collateral Agent, and so long as, at the time of such written notification, such Debtor provides to the Collateral Agent a Collateral Access Agreement to the extent required under Section 4.20 of the Indenture.”

(b) Schedule 3.4 of the Original Security Agreement is hereby amended by adding the following location for Inventory and Equipment of the Company:

Viskase del Norte, S.A. de C.V.

Avenida Nexxus 125

Parque Industrial Nexxus XXI

Escobedo, N.L. 66055

Mexico

2. Miscellaneous.

(a) Amendment. No amendment, modification, termination or waiver of any provision of this Amendment, or consent to any departure therefrom, shall be effective without the prior written consent of each of the parties.

(b) Notices. Any notice under this Amendment shall be given in accordance with Section 9 of the Original Security Agreement.

(c) Successors and Assigns. This Amendment shall be binding upon and for the benefit of the parties hereto and their respective, permitted successors and assigns.

(d) Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or inability, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

(e) Captions. The captions and headings of this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment.

(f) Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the conflicts of law provisions thereof.

(g) References. On or after the date hereof, each reference in the Original Security Agreement or to this “Agreement” or words of like import, shall unless the context otherwise requires, be deemed to refer to the Original Security Agreement as amended hereby.

(h) Reaffirmation. The Company hereby expressly reaffirms and assumes (on the same basis as set forth in the Original Security Agreement as amended hereby) all of the Company’s obligations and liabilities to LaSalle, as Collateral Agent as set forth in the Original Security Agreement, as such obligations and liabilities may be increased or amended by this Amendment, and hereby reaffirms and agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, representations, undertakings, warranties, guarantees, indemnities and covenants contained in the Original Security Agreement.

(i)  Counterparts. This Amendment may be executed in any number of counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same agreement.

[Signature page follows]

2

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

VISKASE COMPANIES, INC.
a Delaware corporation
By:	/s/
Title:
LASALLE BANK NATIONAL ASSOCIATION,
as Collateral Agent
By:	/s/
Title:

Signature Page to First Amendment to the Security Agreement

EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO

INTERCREDITOR AGREEMENT

This First Amendment to Intercreditor Agreement (this “Amendment”), dated as of November 7, 2006, is made by and among WELLS FARGO FOOTHILL, INC., a California corporation (together with its successors and assigns, the “Lender”) under and pursuant to the Loan Agreement, LASALLE BANK NATIONAL ASSOCIATION (“LaSalle”), solely in its capacity as Collateral Agent (together with its successors and assigns, “Collateral Agent”) under the Noteholder Documents, VISKASE COMPANIES, INC., a Delaware corporation (the “Borrower”) and those subsidiaries of the Borrower hereafter party hereto (the “Subsidiaries,” and together with the Borrower, each, individually, a “Credit Party,” and collectively, the “Credit Parties”), and amends that certain Intercreditor Agreement, dated as of June 29, 2004, by and among the Lender, the Collateral Agent and the Borrower (the “Original Intercreditor Agreement”). Terms capitalized herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Intercreditor Agreement.

WHEREAS, the parties hereto desire to amend certain of the terms and provisions of the Original Increditor Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged), the parties hereto (intending to be legally bound) hereby agree as follows:

1. Amendments to Original Intercreditor Agreement. Subject to the terms and conditions contained herein, the parties hereto hereby amend the Original Intercreditor Agreement as follows:

(a) The definition of “Maximum Lender Priority Debt Amount” in Section 1.01 of the Original Intecreditor Agreement is hereby amended to change the number “$23,000,000” to “$25,000,000.”

(b) Clause (ii) of Section 5.02(b) of the Original Intercreditor Agreement is hereby amended and restated in its entirety as follows:

“(ii) increase the aggregate principal amount of the Notes to an amount in excess of Ninety Million Dollars ($90,000,000) or such greater amount as may be issued in accordance with the provisions of the Indenture.”

2. Miscellaneous.

(a) Amendment. No amendment, modification, termination or waiver of any provision of this Amendment, or consent to any departure therefrom, shall be effective without the prior written consent of each of the parties.

(b) Notices. Any notice under this Amendment shall be given in accordance with Section 7.05 of the Original Intercreditor Agreement.

(c) Successors and Assigns. This Amendment shall be binding upon and for the benefit of the parties hereto and their respective, permitted successors and assigns.

(d) Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or inability, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

(e) Captions. The captions and headings of this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment.

(f)  Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Illinois without regard to the conflicts of law provisions thereof.

(g) References. On or after the date hereof, each reference in the Original Intercreditor Agreement or to this “Agreement” or words of like import, shall unless the context otherwise requires, be deemed to refer to the Original Intercreditor Agreement as amended hereby.

(h) Counterparts. This Amendment may be executed in any number of counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same agreement.

[Signature page follows]

2

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

WELLS FARGO FOOTHILL, INC.,
a California corporation
By:	/s/
Title:
LASALLE BANK NATIONAL ASSOCIATION,
in its capacity as Collateral Agent
By:	/s/
Title:
VISKASE COMPANIES, INC.,
a Delaware corporation
By:	/s/
Title:

Signature Page to First Amendment to the Intercreditor Agreement

EX-10.5

Exhibit 10.5

CONSENT AND SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT

This Consent and Second Amendment to Loan and Security Agreement (this "Amendment"), dated as of November 7, 2006, is by and between VISKASE COMPANIES, INC.,a Delaware corporation (the "Borrower"),and WELLS FARGO FOOTHILL, INC.,a California corporation (the "Lender").

R E C I T A L S

A.The Borrower and the Lender are parties to that certain Loan and Security Agreement dated as of June 29, 2004 (as amended or otherwise modified from time to time, the "Loan Agreement").

B. The Borrower has advised the Lender that the Borrower desires to raise additional funds through the issuance of Series A Preferred Stock (the "Preferred Stock") pursuant to the terms of that certain Series A Preferred Stock Purchase Agreement dated as of November 7, 2006 between the Borrower and the parties identified therein as "Investors" (the "Series A Purchase Agreement") for aggregate consideration of $24,000,000 (the "Preferred A Issuance"), the proceeds of which will be used to pay down Advances, and to make Capital Expenditures and Investments in Subsidiaries (including Foreign Subsidiaries), in each case consistent with the provisions of the Loan Agreement.

C. The Borrower has further advised the Lender that, subsequent to the Issuance, the Borrower intends to make rights offerings with respect to its common Stock (collectively, the "Rights Offering"), the proceeds of which will be used to (i) redeem the Preferred Stock and pay certain cash dividends thereon (the "Redemption") and (ii) make Capital Expenditures and Investments in Subsidiaries (including Foreign Subsidiaries), in each case consistent with the provisions of the Loan Agreement.

D. The Borrower has further advised the Lender that Viskase Mexico desires to commence operating as a maquiladora.

E.  In order to permit, among other things, certain of the transactions described above, the Borrower intends to make certain amendments to the Indenture pursuant to the terms of that certain First Supplemental Indenture dated as of November 7, 2006 between the Borrower and LaSalle Bank National Association, as trustee and collateral agent (the "First Supplemental Indenture").

F. The Borrower has requested that the Lender consent to (i) the consummation of the Redemption and (ii) the execution and delivery of the First Supplemental Indenture by the parties thereto.

G. The Borrower has further requested that the Lender agree to amend certain of the terms and provisions of the Loan Agreement as provided herein to, among other things, (i) permit the making of Capital Expenditures and Investments in Subsidiaries with proceeds of the Preferred A Issuance and the Rights Offering and (ii) permit certain transfers between the Borrower and Viskase Mexico consistent with Viskase Mexico's status as a maquiladora.

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration (the receipt, sufficiency and adequacy of which are hereby acknowledged), the parties hereto (intending to be legally bound) hereby agree as follows:

1.  Definitions. Terms capitalized herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

2.  Consent. Subject to the satisfaction of the conditions to effectiveness set forth in Sections 4 and 5 below, the Lender hereby consents to (i) the consummation of the Redemption, so long as the Rights Offering is consummated at a time that no Event of Default is in existence, or would be caused by the consummation thereof, and (ii) the execution and delivery of the First Supplemental Indenture by the parties thereto. Except as expressly set forth in this Amendment, the foregoing consent shall not constitute (x) a modification or alteration of the terms, conditions or covenants of the Loan Agreement or any of the Loan Documents or (y) a waiver, release or limitation upon exercise by the Lender of its rights, legal or equitable, except as to the matters to which it expressly consents in this Amendment.

3.  Amendments to Loan Agreement. Subject to the satisfaction of the conditions to effectiveness set forth in Sections 4 and 5 below, the parties hereto hereby amend the Loan Agreement as follows:

(a)Section 1.1 of the Loan Agreement is hereby amended to add the following definitions in their correct alphabetical position within such Section:

(i) "'Maquiladora' means a Mexican corporation which operates under a Maquila Program approved for such corporation by the Mexican Secretariat of Commerce and Industrial Development."

(ii)"'Maquila Program' means a program which (i) permits foreign investment participation and management of a Mexican corporation and (ii) provides the Mexican corporation the benefit of special customs treatment for the import of inventory and equipment on a temporary basis."

(b)Section 1.1 of the Loan Agreement is hereby further amended to amend and restate the following definitions appearing therein in their entirety to read as follows:

(i) "'Capital Expenditures' means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, other than (A) reinvestment of asset sale proceeds permitted pursuant to Section 2.4(d), (B) capital expenditures made solely with the proceeds of insurance or condemnation awards, to the extent permitted under Section 6.8, (C) capital expenditures that constitute Permitted Acquisitions and (D) capital expenditures made solely with Net Cash Proceeds of the issuance of Stock of Borrower, which issuance is made at any time no Event of Default is in existence or would be caused by the making thereof."

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(ii)"'Notes' means those certain 11-1/2% Senior Secured Notes due 2011 of Borrower, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and in accordance with the terms of the Intercreditor Agreement."

(c)The definition of "Permitted Investments" in Section 1.1 of the Loan Agreement is hereby amended to (i) delete the reference to "$11,000,000" set forth in clause (i)(6) thereof, and insert in lieu thereof a reference to "$20,000,000", (ii) delete the word "and" at the end of clause (j), (iii) delete the period at the end of clause (k) and add the word "and" therefor and (iv) add the following new clause (l) immediately after clause (k):

"(l)Investments by Borrower or any U.S. Subsidiary in any Foreign Subsidiary, including, without limitation any Asian, Mexican or European Subsidiary, so long as such Investment is funded with the Net Cash Proceeds of the issuance of any Stock of Borrower (including transfers of equipment purchased with such Net Cash Proceeds), so long as such issuance is made at any time no Event of Default is in existence or would be caused by the making thereof (for purposes of clarity, Investments in Foreign Subsidiaries made under this clause (l) shall be in addition to, and shall not be included in the calculation of, the basket for Investments in Foreign Subsidiaries provided in clause (i) above)."

(d)Section 7.1(d)(ii) of the Loan Agreement is hereby deleted in its entirety and the following is substituted therefor:

"(ii)         such refinancings, renewals, or extensions do not result in an increase in the principal amount of, or interest rate with respect to, the Indebtedness so refinanced, renewed, or extended; provided, however, that, subject to the terms of that certain Consent and Second Amendment to Loan and Security Agreement between Lender and Borrower, the 8% Senior Notes may be refinanced by the issuance of additional Notes, to the extent the issuance of such additional Notes is permitted pursuant to the Intercreditor Agreement,"

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(e) Section 7.1(g) of the Loan Agreement is hereby amended to (i) delete the word "and" at the end of clause (3), (ii) delete the period at the end of clause (4) and substitute the word "and" therefor and (iii) add the following new clause (5) immediately after clause (4):

"(5) any Foreign Subsidiary to Borrower to fund start-up costs and equipment purchases so long as such Indebtedness constitutes a Permitted Investment under clause (l) of the definition thereof."

(f) Section 7.1(j) of the Loan Agreement is hereby amended by deleting the reference therein to "$2,000,000" and by inserting in lieu thereof a reference to "$10,000,000".

(g)Section 7.1(k) of the Loan Agreement is hereby amended by deleting the reference therein to "$500,000" and by inserting in lieu thereof a reference to "$2,000,000".

(h)Section 7.7(b) of the Loan Agreement is hereby deleted in its entirety and the following is substituted therefor:

"(b)except to the extent permitted by the Intercreditor Agreement, directly or indirectly, amend, modify, alter, increase or change any of the terms or conditions of any agreement, instrument, document, indenture or other writing evidencing or concerning Indebtedness by the Notes; provided, that, without regard to any provisions of the Intercreditor Agreement, no such amendment, modification, alteration, increase or change (other than pursuant to the provisions of Section 7.1(d)(ii) above) shall increase the outstanding principal amount of the Notes."

(i) Section 7.13 of the Loan Agreement is hereby deleted in its entirety and the following is substituted therefor:

"7.13  Transactions with Affiliates. Except as otherwise expressly permitted herein, directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower except for transactions that (a) are in the ordinary course of Borrower's business, (b) are upon fair and reasonable terms, (c) are no less favorable to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm's length transaction with a non-Affiliate and (d) do not violate Section 7.10 hereof; provided, that (x) transfers as part of between Borrower and Viskase Mexico arising from or in connection with Viskase Mexico's operations as a Maquiladora under a Maquiladora Program and (y) sales, transfers and contributions of Inventory by Borrower or any Foreign Subsidiary to Borrower or any Foreign Subsidiary, in each case, shall be deemed transactions with Affiliates permitted pursuant to this Agreement."

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(j) Schedule 5.5 to the Loan Agreement is hereby amended by including the information set forth on Exhibit A hereto.

4. Conditions Precedent. The consents and amendments contained in Sections 2 and 3 above are subject to, and contingent upon, the prior or contemporaneous satisfaction of each of the following conditions precedent, each in form and substance satisfactory to the Lender:

(a)The Borrower and the Lender shall have executed and delivered to each other this Amendment;

(b)The Lender, LaSalle Bank National Association, in its capacity as collateral agent, the Borrower and the Subsidiaries of the Borrower party thereto shall have entered into that certain First Amendment to Intercreditor Agreement of even date herewith;

(c)The Lender shall have received fully executed copies of the Series A Purchase Agreement and the First Supplemental Indenture;

(d)The Borrower shall have paid the Lender a fee in respect of the transactions contemplated hereby in the amount of $50,000, which fee shall be due and payable on the date hereof and non-refundable upon the payment thereof (and, by the execution and delivery hereof, the Borrower hereby authorizes and directs the Lender to make a Revolving Loan for purposes of satisfying in full the amount of such fee);

(e)The Borrower shall have paid the Lender's legal counsel's fees incurred in connection with this Amendment; and

(f)The Borrower shall have satisfied any other conditions of the Lender required in connection with this Amendment.

5.  Condition Subsequent. The consents and amendments contained in Sections 2 and 3 above are subject to, and contingent upon, the consummation of the Preferred A Issuance in accordance with the provisions of the Series A Purchase Agreement on or within ten (10) Business Days of the date hereof.

6.  Reference to and Effect on the Loan Agreement. Except as expressly provided herein, the Loan Agreement and all of the Loan Documents shall remain unmodified and continue in full force and effect and are hereby ratified and confirmed. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of: (a) any right, power or remedy of the Lender under the Loan Agreement or any of the Loan Documents, or (b) any Default or Event of Default under the Loan Agreement or any of the Loan Documents.

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7.  Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Lender, which representations and warranties shall survive the execution and delivery of this Amendment, that on and as of the date hereof and after giving effect to this Amendment:

(a) The execution, delivery, and performance by Borrower of this Amendment have been duly authorized by all necessary action on the part of Borrower.

(b) The execution, delivery, and performance by Borrower of this Amendment does not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Borrower, the Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of Borrower's interest holders or any approval or consent of any Person under any material contractual obligation of Borrower, other than consents or approvals that have been obtained and that are still in force and effect.

(c) This Amendment and all other documents contemplated hereby, when executed and delivered by Borrower will be the legally valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.

(d) The representations and warranties of the Borrower set forth in the Loan Agreement and in the Loan Documents are true, correct and complete, in all material respects, on and as of the date hereof (except to the extent that such representation and warranty relates solely to an earlier date); provided, that the references to the Loan Agreement therein shall be deemed to include the Loan Agreement as amended by this Amendment.

(e) The Borrower acknowledges that the Lender is specifically relying upon the representations, warranties and agreements contained in this Amendment and that such representations, warranties and agreements constitute a material inducement to the Lender in entering into this Amendment.

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8.  Release by the Borrower. In further consideration of the Lender's execution of this Amendment, the Borrower hereby waives any defense, right of set-off or claim against Lender, and any of its affiliates, directors, officers, employees, agents and representatives existing as of the date hereof with respect to the Loan Agreement and the Loan Documents and Borrower hereby forever remises, releases, acquits, satisfies and forever discharges the Lender, and each of its successors, assigns, affiliates, officers, employees, directors, agents and attorneys (collectively, the "Releasees") from any and all claims, demands, liabilities, disputes, damages, suits, controversies, penalties, fees, losses, costs, expenses, reasonable attorneys' fees, actions and causes of action (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that Borrower ever had, now has, or may have against or seek from any or all of the Releasees that arise from or relate to any actions that any or all of the Releasees may have taken or omitted to take prior to the date this Amendment was executed (or otherwise) with respect to the Obligations, any Collateral, the Loan Agreement and any of the Loan Documents, other than for the Lender's gross negligence or willful misconduct.

9.  Reference to Loan Agreement; No Waiver.

8.1           Upon the effectiveness of this Amendment, each reference in the Loan Agreement to "this Loan Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Loan Agreement as amended hereby. The term "Loan Documents" as defined in Section 1.1 of the Loan Agreement shall include (in addition to the Loan Documents described in the Loan Agreement) this Amendment and any other agreements, instruments or other documents executed in connection herewith.

8.2           The Lender's failure, at any time or times hereafter, to require strict performance by the Borrower of any provision or term of the Loan Agreement, this Amendment or the other Loan Documents shall not waive, affect or diminish any right of the Lender thereafter to demand strict compliance and performance therewith. In no event shall the Lender's execution and delivery of this Amendment establish a course of dealing among the Lender, the Borrower, or any other obligor or in any other way obligate the Lender to hereafter provide any amendments or waivers with respect to the Loan Agreement. The terms and provisions of this Amendment shall be limited precisely as written and shall not be deemed: (A) to be a consent to a modification, amendment or waiver of any other term or condition of the Loan Agreement or of any other Loan Documents, or (B) to prejudice any right or remedy that the Lender or any Lender may now have under or in connection with the Loan Agreement or any of the other Loan Documents.

10.           Successors and Assigns; Amendment. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns;provided, however, Borrower may not assign this Amendment or any of its respective rights hereunder without the Lender's prior written consent. Any prohibited assignment of this Amendment shall be absolutely null and void. This Amendment may only be amended or modified by a writing signed by the Lender and the Borrower.

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11.Severability; Construction. Wherever possible, each provision of this Amendment shall be interpreted in such a manner so as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law, such provision or provisions shall be ineffective only to the extent of such provision and invalidity, without invalidating the remainder of this Amendment. Neither this Amendment nor any uncertainty or ambiguity herein shall be construed or resolved against Lender, whether under any rule of construction or otherwise. On the contrary, this Amendment has been reviewed by all parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

12.Counterparts; Facsimile. This Amendment may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile shall also deliver a manually executed counterpart of this Amendment, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability or binding effect of this Amendment.

13.          CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

(a)THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

(b)THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AMENDMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY BORROWER COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE LENDER ELECTS TO BRING SUCH ACTION OR WHERE BORROWER'S COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWER AND THE LENDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 13(b).

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(c)BORROWER AND THE LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWER AND THE LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

VISKASE COMPANIES, INC.,
a Delaware corporation, as Borrower
By:	/s/
Title:
WELLS FARGO FOOTHILL, INC.,
a California corporation, as Lender
By:	/s/
Title:

Exhibit A

Amended and Restated Schedule 5.5 to Loan and Security Agreement

Location of Inventory and Equipment

South Cass Avenue, Suite 115

Darien, Illinois 60561 (Du Page County)

280 Shore Drive

Burr Ridge, Illinois 60521 (Du Page County)

106 Blair Bend Drive

Loudon, Tennessee 37774 (Loudon County)

2221 East State Highway 198

Osceola, Arkansas 72370-9704 (Mississippi County)

102 East Bailie Street

Kentland, Indiana 47951 (Newton County)

1100 Westlake Parkway

Atlanta, GA 30336 (Fulton County)

176 Dingens Street

Buffalo, NY 14206 (Erie County)

3146 South Chestnut

Fresno, CA 93725 (Fresno County)

3507 West U.S. Highway 24

Remington, IN 47977 (Jasper County)

1502 Quebec Avenue

Saskatoon, Saskatchewan S7K 3P4

Canada

150 Colborne Street East

Lindsay, Ontario K9V 6K4

Canada

Viskase del Norte, S.A. de C.V.

Avenida Nexxus 125

Parque Industrial Nexxus XXI

Escobedo, N.L. 66055

Mexico

Inland Star Distribution

3146 South Chestnut

Fresno, CA 93745

(Public Warehouse)

Smith Transport

3507 W. U.S. Highway 24

Remington, IN 47977

(Public Warehouse)

Warehouse Basics

1100 Westlake Parkway

Atlanta, GA 30336

(Public Warehouse)

Burnham (Canada) Ltd.

1502 Quebec Avenue

Saskatoon, SK S7K1V7

(Public Warehouse)

AVRA Warehouse

410 Jay Street

Cold Water, MI 49036

(Public Warehouse)

United Warehouse

820 Indianapolis Street

Wichita, KS 67219

(Public Warehouse)

Martin Enterprises

6003 West Main Street

Williamston, NC 27892

(Public Warehouse

Sara Lee Foods

c/o BMS Warehouse

3601 South Leonard Road

Saint Joseph, MO 64503

(Public Warehouse)

Sara Lee Foods

c/o Verst Group Logistics

300 Shorland Dr.

Walton, KY 41094

(Public Warehouse)

Niagra Tying Service

176 Dingens St

Buffalo, NY 14206

(Converter)

Casing Tying Service, Inc.

39 Atlantic Street

Garfield, NJ 07026

(Converter)

Hutchinson Tie Service, Inc.

6514 S. Lavergne Street

Bedford Park, IL 60638

(Converter)

Scotnet

801 William Lane

Reading, PA 19604

(Converter)

Murray’s Warehousing

1011 Floral Lane

Davenport, IA 52808

(Customer’s Public Warehouse)

Love Box Co.

2500 N. Stadium Blvd, Bldg 4

Columbia, MO 65202

(Customer’s Public Warehouse)

Vienna Sausage Mfg. Co.

2501 N. Damen Ave.

Chicago, IL 60647

(Customer)

Cumberland Gap Provision Co.

South 23rd Street

Middlesboro, KY 40965

(Customer)

Dakota Pork Industries

915 East Havens Street

Mitchell, SD 57301

(Customer)

Kunzler & Co. Inc.

648-652 Manor Street

Lancaster, PA 17604

(Customer)

Gwaltney of Smithfield LTD

2175 Elmhurst Lane

Portsmouth, VA 23701

(Customer)

Bar-S-Foods Co.

211 South Locust Street

Clinton, OK 73601

(Customer)

Best Kosher Foods Corp.

3822 S. Morgan Street and 1000 West Pershing

Chicago, IL 60609

(Customer)

John Morrell & Company

1400 N. Weber Avenue

Sioux Falls, SD 57117

(Customer)

The Dial Corporation

Route US 61 South

Fort Madison, IA 52627

(Customer)

Hillshire Farms & Kahn’s Co.

3241 Spring Grove

Cincinnati, OH 45225

(Customer)

IBP Foods, Inc.

2000 Oak Industrial Drive NE

Grand Rapids, MI 49505

(Customer)

St. Joseph Foods

5807 Mitchell Avenue

Saint Joseph, MO 64507

(Customer)

Berks Packing Company, Inc.

319 Bingaman Street

Reading, PA 19610

(Customer)

Conagra Broiler Company

1350 Bloomingdale Road

Queenstown, MD 21658

(Customer)

Sara Lee Foods - Cincinnati Facility

3241 Spring Grove

Cincinnati, OH 45225

(Customer)

Sara Lee Foods - St. Joseph Facility

5807 Mitchell Avenue

Saint Joseph, MO 64507

(Customer)

Farmland Foods

2323 South Sheridan

Wichita, KS 67213-0277

(Customer)