Exhibit 10.2


    
      

    


    FIRST
      AMENDMENT TO

    LOAN
      AND SECURITY AGREEMENT

    


     

    This
      First Amendment Loan and Security Agreement (this “Amendment”),
      dated
      as of March 28, 2006, is by and between VISKASE
      COMPANIES, INC., a
      Delaware corporation (the “Borrower”),
      and
      WELLS
      FARGO FOOTHILL, INC., a
      California corporation (the “Lender”).

     

    R
      E C I T A L S

     

    A.   The
      Borrower and the Lender are parties to that certain Loan and Security Agreement
      dated as of June 29, 2004 (the “Original
      Loan Agreement”).

     

    B.   The
      parties hereto desire to amend certain of the terms and provisions of the
      Original Loan Agreement (as the Original Loan Agreement is amended by this
      Amendment, and as the Original Loan Agreement may be further amended, modified
      or restated from time, collectively the “Loan
      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.    
Definitions.
      Terms
      capitalized herein and not otherwise defined herein shall have the meanings
      ascribed to such terms in the Loan Agreement.

     

    2.    
Amendments
      to Original Loan Agreement.
      Subject
      to the terms and conditions contained herein, the parties hereto hereby amend
      the Original Loan Agreement as follows:

     

    (a)   Section
      1.1
      of the
      Original Loan Agreement is hereby amended by adding the clause “, which shall
      include such sales of Inventory from the Borrower to Viskase Mexico (as defined
      herein) subject to Section 7.13(c),” to the end of subsection (b) in the
      definition of “Permitted Dispositions.”

     

    (b)   Section
      6.2
      of the
      Original Loan Agreement is hereby amended to provide that in all instances
      where
      any reporting covenants contained therein relate to Inventory, the Borrower
      shall report any Inventory of the Borrower located in Mexico separately from
      any
      other Inventory of the Borrower.

     

    (c)   Section
      7.1(g)
      of the
      Original Loan Agreement is hereby amended by deleting subsection (3) in its
      entirety and replacing it as follows and by adding a new subsection (4) to
      read
      as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “,(3)
      Borrower or any of its Foreign Subsidiaries to the Borrower or its Foreign
      Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any
      time
      outstanding minus
      the
      aggregate dollar amount outstanding at such time of Accounts of the Borrower
      directly arising from the sale of Inventory by the Borrower to Viskase del
      Norte, S.A. de C.V. (“Viskase
      Mexico”)
      pursuant to Section 7.13(c) of this Agreement, so long as all such Indebtedness
      is subject to the Intercompany Subordination Agreement and (4) Viskase Mexico
      to
      the Borrower in an amount not to exceed $10,000,000 in the aggregate at any
      time
      outstanding, which amount represents loans for start-up costs and equipment,
      so
      long as such Indebtedness of Viskase Mexico to the Borrower is subject to the
      Intercompany Subordination Agreement.”

     

    (d)   Section
      7.13(c)
      of the
      Original Loan Agreement is hereby amended by inserting the phrase “except solely
      with respect to the sale of Inventory from the Borrower to Viskase Mexico at
      cost so long as the outstanding amount at any one time does not exceed
      $5,000,000 in the aggregate” at the beginning of such section. 

     

    (e)          
      Schedule
      5.7(a)
      of the
      Loan and Security Agreement is hereby deleted in its entirety and Exhibit
      A
      attached
      hereto is substituted therefor.

     

    (f)           
      Schedule
      5.7(b)
      of the
      Loan and Security Agreement is hereby deleted in its entirety and Exhibit
      B
      attached
      hereto is substituted therefor.

     

    (g)          
      Schedule
      5.7(c)
      of the
      Loan and Security Agreement is hereby deleted in its entirety and Exhibit
      C
      attached
      hereto is substituted therefor.

     

    (h)    
        Schedule
      5.8(c)
      of the
      Loan and Security Agreement is hereby deleted in its entirety and Exhibit
      D
      attached
      hereto is substituted therefor.

     

    3.    
Waivers.
      In
      September of 2005, the Borrower formed a new Subsidiary, Viskase del Norte,
      S.A.
      de C.V., under the laws of Mexico (“Viskase
      Mexico”).
      The
      Borrower has transferred certain of its equipment and inventory located at
      its
      Indiana facility to Viskase Mexico’s facility (the “Equipment
      and Inventory Transfer”)
      and
      has made certain investments in Viskase Mexico (the “Initial
      Investments”).
      The
      formation of Viskase Mexico, the Equipment and Inventory Transfer and the
      Initial Investments have breached certain provisions of the Loan and Security
      Agreement. Upon satisfaction of the conditions set forth in Section
      4
      of this
      Amendment, the Lender hereby waives the Borrower’s violation of (a) Section
      6.9
      of the
      Loan and Security Agreement for failing to amend Schedule
      5.5
      to
      reflect the Equipment and Inventory Transfer, (b) Section
      6.15
      of the
      Loan and Security Agreement for failing to pledge 65% of the outstanding capital
      Stock of Viskase Mexico in favor of the Lender, (c) clause
      (i)
      of the
      definition of Permitted Investment as required pursuant to Section
      7.12
      of the
      Loan and Security Agreement for (i) failure to provide the Lender with 15 days
      prior written notice of the Initial Investments and (ii) making the Initial
      Investment while an Event of Default existed as a result of the Borrower’s
      breach of Section
      6.15
      of the
      Loan and Security Agreement described in clause
      (b)
      above,
      (d) Section
      6.2
      of the
      Loan Agreement by failing to deliver such items as required thereunder during
      the occurrence and continuance of a Triggering Event, and (e) Section
      6.3(e)
      of the
      Loan and Security Agreement by failing to give notice to Lender of the
      violations described herein within 5 days of obtaining knowledge
      thereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4.    
Consent.
      The
      Borrower now desires to sell the equipment and inventory subject to the
      Equipment and Inventory Transfer to Viskase Mexico and certain other equipment
      and inventory to be transferred from its Indiana facility. The sale of such
      equipment referenced in the first sentence of this Section
      4
      will be
      evidenced by the Bill of Sale as set forth on Exhibit
      E
      attached
      hereto (such sale, the “Equipment
      Sale”).
      The
      sale of such inventory referenced in the first sentence of this Section
      4
      will be
      evidenced by ordinary course invoice. The Equipment Sale and Inventory Sale
      are
      permitted under Section
      7.4
      of the
      Loan and Security Agreement; provided, however, solely with respect to the
      Equipment Sale, so long as such sale meets the requirements of a Permitted
      Investment pursuant to Section
      7.12
      of the
      Loan and Security Agreement. At this time, the Borrower does not meet the
      requirements of clause
      (i)
      of the
      definition of Permitted Investment as (a) the Events of Default listed in
Section
      2
      above
      currently exist and (b) the Borrower has not provided the Lender with 15 days
      prior written notice of the Equipment and Inventory Sale (collectively, the
      “Unsatisfied
      Requirements”).
      Upon
      satisfaction of the conditions set forth in Section
      5
      of this
      Amendment, the Lender hereby consents to the Equipment Sale and waives the
      Unsatisfied Requirements.

     

    5.    
 Conditions
      Precedent.
      The
      amendments, waivers and consent contained in Section
      2, 3 and 4
      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
      Borrower shall have executed and delivered in favor of Lender that certain
      First
      Amendment to Pledge Agreement of even date herewith (and acknowledged by Viskase
      Mexico);

     

     (c)   The
      Borrower shall have delivered to the Collateral Agent for the benefit of the
      Collateral Agent and the Lender that certain Promissory Note dated of even
      date
      herewith made by Viskase Mexico in favor of the Borrower in the original
      principal amount of $10,000,000, which shall be in form and substance
      satisfactory to the Lender;

     

     (d)   Viskase
      Mexico shall have executed and delivered in favor of Lender that certain Joinder
      No. 1 to Intercompany Subordination Agreement of even date herewith;


     

     (e)   The
      Borrower shall have paid to the Lender, a fully-earned, non-refundable
      amendment, waiver and consent fee in the amount of $50,000; 

     

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

     

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

     

    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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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.

     

    9.1         
      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.

     

    9.2         
      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.

     

    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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    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).

     

     (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]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    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/
                Gordon S. Donovan

            
	 	
              Title:

            	
              Vice
                President and Chief Financial Officer

            
	 	 	 
	 	
              WELLS
                FARGO FOOTHILL, INC.,

            
	 	
              a
                California corporation, as Lender 

            
	 	 	 
	 	
              By:

            	
              /s/
                Ronald R. Cote

            
	 	
              Title:

            	
              Vice
                President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Schedule
      5.7(a)

    


    States
      of Organization

     

    
      
        	
                NAME
                  OF ENTITY 

              	
                STATE
                  OF ORGANIZATION

              


      

    

    
      
         

        
          
            	
                    Viskase
                      Companies, Inc.

                     

                  	
                    Delaware

                  
	
                    Viskase
                      Films, Inc.

                     

                  	
                    Delaware

                  
	
                    WSC
                      Corp. d/b/a Wisconsin Steel Company

                     

                  	
                    Delaware

                  
	
                    Viskase
                      Brasil Embalagens Ltda.

                     

                  	
                    Brazil

                  
	
                    Viskase
                      Europe Limited

                     

                  	
                    United
                      Kingdom

                  
	
                    Viskase
                      Canada Inc.

                     

                  	
                    Canada

                  
	
                    Viskase
                      S.A.S.

                     

                  	
                    France

                  
	
                    Viskase
                      GMBH

                     

                  	
                    Germany

                  
	
                    Viskase
                      SpA

                     

                  	
                    Italy

                  
	
                    Viskase
                      Polska SP.Z0.0

                     

                  	
                    Poland

                  
	
                    Viskase
                      Holdings Limited 

                     

                  	
                    United
                      Kingdom

                  
	
                    Viskase
                      International Limited

                     

                  	
                    United
                      Kingdom

                  
	
                    Viskase
                      Limited 

                     

                  	
                    United
                      Kingdom

                  
	
                    Viskase
                      (UK) Limited

                     

                  	
                    United
                      Kingdom

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

                     

                  	
                    Mexico

                  


          

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    Schedule
      5.7(b)

    


    Chief
      Executive Office

    

      
        	
                NAME
                  OF ENTITY 

              	
                CHIEF
                  EXECUTIVE OFFICE

              


      

    

    

      
        	
                Viskase
                  Companies, Inc.

              	
                625
                  Willowbrook Centre Parkway

                Willowbrook,
                  Illinois 60527 (Du Page County)

                 

              
	
                WSC
                  Corp. d/b/a Wisconsin Steel Company

                 

              	
                Same
                  as above.

              
	
                Viskase
                  Brasil Embalagens Ltda.

                 

              	
                Same
                  as above.

              
	
                Viskase
                  Europe Limited

                 

              	
                Same
                  as above.

              
	
                Viskase
                  Canada Inc.

                 

              	
                Same
                  as above.

              
	
                Viskase
                  S.A.S.

                 

              	
                Same
                  as above.

              
	
                Viskase
                  GMBH

                 

              	
                Same
                  as above.

              
	
                Viskase
                  SpA

                 

              	
                Same
                  as above.

              
	
                Viskase
                  Polska SP.Z0.0

                 

              	
                Same
                  as above.

              
	
                Viskase
                  Holdings Limited 

                 

              	
                Same
                  as above.

              
	
                Viskase
                  International Limited

                 

              	
                Same
                  as above.

              
	
                Viskase
                  Limited 

                 

              	
                Same
                  as above.

              
	
                Viskase
                  (UK) Limited

                 

              	
                Same
                  as above.

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

                 

              	
                Same
                  as above.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    Schedule
      5.7(c)

    


    Organizational
      Identification Numbers

     

    
      
        	
                NAME
                  OF ENTITY 

              	
                ORGANIZATIONAL
                  I.D. NUMBER

              


      

      


      
        	
                Viskase
                  Companies, Inc.

                 

              	
                0757401

              
	
                Viskase
                  Films, Inc.

                 

              	
                0838080

              
	
                WSC
                  Corp. d/b/a Wisconsin Steel Company

                 

              	
                2065779

              
	
                Viskase
                  Brasil Embalagens Ltda.

                 

              	
                Foreign

              
	
                Viskase
                  Europe Limited

                 

              	
                Foreign

              
	
                Viskase
                  Canada Inc.

                 

              	
                Foreign

              
	
                Viskase
                  S.A.S.

                 

              	
                Foreign

              
	
                Viskase
                  GMBH

                 

              	
                Foreign

              
	
                Viskase
                  SpA

                 

              	
                Foreign

              
	
                Viskase
                  Polska SP.Z0.0

                 

              	
                Foreign

              
	
                Viskase
                  Holdings Limited 

                 

              	
                Foreign

              
	
                Viskase
                  International Limited

                 

              	
                Foreign

              
	
                Viskase
                  Limited 

                 

              	
                Foreign

              
	
                Viskase
                  (UK) Limited

                 

              	
                Foreign

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

                 

              	
                Foreign

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    Schedule
      5.8(c)

    


    Capitalization
      of Borrower’s Subsidiaries

     

    
      
        	
                NAME
                  OF ENTITY 

              	
                JURISDICTION

              	
                NUMBER
                  OF SHARES AUTHORIZED

              	
                NUMBER
                  & PERCENTAGE OF OUTSTANDING SHARES OWNED BY
                  BORROWER

              
	
                Viskase
                  Films, Inc.

              	
                Delaware

              	
                100

              	
                100

                (100%)

              
	
                WSC
                  Corp. d/b/a Wisconsin Steel Company

              	
                Delaware

              	
                1,000

              	
                1,000

                (100%)

              
	
                Viskase
                  Brasil Embalagens Ltda.

              	
                Brazil

              	
                33,956,830

              	
                27,335,248

                (81%)

              
	
                Viskase
                  Europe Limited

              	
                United
                  Kingdom

              	
                30,000,000

              	
                30,000,000

                (100%)

              
	
                Viskase
                  Canada Inc.

              	
                Canada

              	
                Common:
                  Unlimited

                 

                Preferred:
                  Unlimited

              	
                20
                  Common

                (100%)

                480,000
                  Preferred

                (100%)

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

              	
                Mexico

              	
                50
                  Class A

              	
                49
                  Class A

                (98%)

              
	
                Viskase
                  S.A.S.

                (owned
                  by Viskase Europe Limited)

              	
                France

              	
                429,543

              	
                429,543

                (100%)

              
	
                Viskase
                  GMBH

                (owned
                  by Viskase S.A.S.)

              	
                Germany

              	
                1

              	
                1

                (100%)

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Viskase
                  SpA

                (owned
                  by Viskase S.A.S.)

              	
                Italy

              	
                45,000

              	
                45,000

                (100%)

              
	
                Viskase
                  Polska SP.Z0.0

                (owned
                  by Viskase S.A.S.)

              	
                Poland

              	
                300

              	
                300

                (100%)

              
	
                Viskase
                  Holdings Limited

                (owned
                  by Viskase S.A.S.)

              	
                United
                  Kingdom

              	
                1,900,100

              	
                20

                (100%)

              
	
                Viskase
                  International Limited

                (owned
                  by Viskase Holdings Limited)

              	
                United
                  Kingdom

              	
                6,895,895

              	
                6,895,895

                (100%)

              
	
                Viskase
                  Limited

                (owned
                  by Viskase Holdings Limited)

              	
                United
                  Kingdom

              	
                16,895,620

              	
                16,895,620

                (100%)

              
	
                Viskase
                  (UK) Limited

                (owned
                  by Viskase (UK) Limited)

              	
                United
                  Kingdom

              	
                6,308,114

              	
                6,308,114

                (100%)

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    Bill
      of Sale

    


    See
      Attached.