Exhibit 10.1


    
      

    


    AMENDMENT
      TO PLEDGE AGREEMENT

     

    This
      AMENDMENT TO PLEDGE AGREEMENT, dated as of March 17, 2006 (this “Amendment”)
      by and
      between VISKASE COMPANIES, INC., a Delaware corporation (the “Pledgor”),
      and
      LASALLE BANK NATIONAL ASSOCIATION (“LaSalle”),
      as
      collateral agent (LaSalle, in such capacity, the “Pledgee”),
      for
      the Trustee and the Holders (such capitalized terms and other capitalized terms
      used but not defined herein having the meanings respectively ascribed thereto
      in
      the Pledge Agreement (as defined below)).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Pledgor, the Pledgee and LaSalle, in its capacity as trustee, are parties
      to
      that certain Indenture dated as of June 29, 2004 (as amended, restated,
      supplemented or otherwise modified from time to time, the “
      Indenture”);
      and

     

    WHEREAS,
      the Pledgor and the Pledgee entered into that certain Pledge Agreement dated
      as
      of June 29, 2004 (as from time to time amended, restated, supplemented or
      otherwise modified from time to time, the “Pledge
      Agreement”),
      pursuant to which the Pledgor has granted security interests in the Pledged
      Collateral (as such term is defined therein); and

     

    WHEREAS,
      the Pledgor has formed a new subsidiary, Viskase del Norte, S.A. de C.V., a
      Mexican corporation (“Viskase
      Mexico”);
      and

     

    WHEREAS,
      pursuant to the terms and provisions of the Indenture, in connection with the
      formation of Viskase Mexico, the Pledgor is required to grant a security
      interest in the Capital Stock of Viskase Mexico; and

     

    WHEREAS,
      the Pledgor is entering into this Amendment to grant a security interest in
      the
      Capital Stock of Viskase Mexico to the Pledgee;

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants contained
      herein, the parties hereto agree as follows:

     

    SECTION
      1.   Amendments
      To The Pledge Agreement.
      

     

    1.1   Annex
      A
      to the
      Pledge Agreement is hereby deleted in its entirety and Exhibit
      A
      attached
      hereto is substituted therefor.

     

    SECTION
      2.   Effectiveness.
      This
      Amendment shall become effective upon the satisfaction of the following
      conditions precedent (unless specifically waived in writing by the
      Pledgee):

     

    2.1   Amendment
      Documents.
      The
      Pledgor shall deliver to the Pledgee fully-executed copies of this
      Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.2   Equity
      Interests of Viskase Mexico.
      The
      Pledgor shall deliver to the Pledgee the certificate evidencing the Equity
      Interests of Viskase Mexico owned by the Pledgor, together with a power in
      favor
      of the collateral agent limiting the pledge of such Equity Interests to the
      Pledgee to 65% of the outstanding Equity Interests of Viskase
      Mexico.

     

    SECTION
      3.   Pledge
      Agreement.
      Except
      with respect to the relevant provisions amended by the terms hereof, the Pledge
      Agreement shall continue in full force and effect in accordance with the
      provisions thereof as in existence on the date hereof. 

     

    SECTION
      4.   Effect
      of Amendment.
      Except
      as expressly set forth herein, the provisions of this Amendment shall not by
      implication or otherwise limit, impair, constitute a waiver of, or otherwise
      affect the rights and remedies of the Pledgee under the Indenture or the Pledge
      Agreement, and shall not alter, modify, amend or in any way affect any of the
      terms, conditions, obligations, covenants or agreements contained in the
      Indenture or the Pledge Agreement. Except with respect to the specific
      provisions hereof, nothing herein shall be deemed to entitle the Pledgor to
      a
      consent to, or a waiver, amendment, modification or other change of, any of
      the
      terms, conditions, obligations, covenants or agreements contained in the
      Indenture or the Pledge Agreement in similar or different
      circumstances.

     

    SECTION
      5.   Covenants;
      Further Assurances.
      (a) The
      Pledgor hereby covenants and agrees with the Pledgee that, from and after the
      date of this Amendment until satisfaction of all of the obligations of the
      Pledgor hereunder, at any time and from time to time, upon the written request
      of the Pledgee, and at the sole expense of the Pledgor, the Pledgor will
      promptly and fully execute and deliver such further instruments and documents
      and take such further actions as the Pledgee may reasonably request for the
      purpose of obtaining or preserving the full benefits of this Amendment and
      of
      the rights herein granted.

     

    (b)   The
      Pledgor hereby covenants and agrees with the Pledgee that, from and after the
      date of this Amendment until satisfaction of all of the obligations of the
      Pledgor hereunder, at any time and from time to time, upon the written request
      of the Pledgee, the Pledgor will promptly and fully execute and deliver such
      further instruments and documents and take such further actions as the Pledgee
      may reasonably request for the purpose of obtaining or preserving the full
      benefits of this Amendment and of the rights herein granted.

     

    SECTION
      6.   Integration.
      This
      Amendment represents the entire agreement of the parties with respect to the
      subject matter hereof and there are no other promises or representations,
      written or oral, by the parties relative to the subject matter hereof not
      reflected or referred to herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      7.   GOVERNING
      LAW.
      THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY,
      AND
      CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
      WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

     

    SECTION
      8.   Section
      Titles.
      Section
      titles contained in this Amendment are and shall be without substantive meaning
      or content of any kind whatsoever and are not a part of the agreement between
      the parties hereto.

     

    SECTION
      9.   Counterparts.
      This
      Amendment may be executed in any number of separate counterparts, each of which
      shall collectively and separately constitute one agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Amendment has been duly executed as of the date first
      written above.

    


    
      	 	
              PLEDGOR:

            
	 	 
	 	
              VISKASE
                CORPORATION

            
	 	 	 
	 	
              By:

            	
              /s/
                Gordon S. Donovan

            
	 	
               

            	
              
                Name:  
                  Gordon S. Donovan

              

            
	 	
               

            	
              
                Title:    
                  Vice President and Chief Financial Officer

              

            
	 	 	 
	 	 	 
	 	 	 
	 	
              PLEDGEE:

            
	 	 	 
	 	
              LASALLE
                BANK NATIONAL ASSOCIATION, as Collateral Agent

            
	 	 	 
	 	
              By:

            	
              /s/
                Victoria Y. Douyon

            
	 	
               

            	
              
                Name:  
                  Victoria Y. Douyon

              

            
	 	
               

            	
              
                Title:    
                  First Vice President

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Annex
      A to Pledge Agreement

     

    
      	
              Issuer

               

            	
              No.
                of Shares

               

            	
              Class

               

            	
              Cert.
                No.

               

            	
              %
                Ownership

               

            	
              Jurisdiction

               

            	
              Cert./Uncert.

               

            
	
              Viskase
                Brasil Embalagens Ltda.

               

            	
              27,335,248
                of which 22,071,940 are pledged hereunder

               

            	
              Common

               

            	
              N/A

               

            	
              81%
                81% of which is pledged hereunder - representing 65% of the total
                outstanding shares

               

            	
              Brazil

               

            	
              Uncert.

               

            
	
              Viskase
                Europe Limited

               

            	
              30,000,000
                of which 19,500,000 are pledged hereunder

               

            	
              Ordinary

               

            	
              6

               

            	
              100%
                65% of which is pledged pursuant to certificate #6

               

            	
              England

               

            	
              Cert.

               

            
	
              Viskase
                Canada Inc.

               

            	
              20
                of which 13 are pledged hereunder

               

            	
              Common

               

            	
              C-7

               

            	
              100%
                65% of which is pledged pursuant to certificate C-7

               

            	
              Canada

               

            	
              Cert.

               

            
	
              Viskase
                Canada Inc.

               

            	
              480,000
                of which 312,000 are pledged hereunder

               

            	
              Preferred

               

            	
              P-6

               

            	
              100%
                65% of which is pledged pursuant to certificate P-6

               

            	
              Canada

               

            	
              Cert.

               

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

               

            	
              49
                of which 32 are pledged hereunder

               

            	
              Series
                A

               

            	
              1*

               

            	
              98%
                65% of which is pledged pursuant to certificate 1*1 

               

            	
              Mexico

               

            	
              Cert.

               

            


    

     

    _________________________

    
      
        1 In
          connection with this Amendment, the Pledgor is delivering to the Pledgee
          Certificate No. 1 for 49 shares of Viskase Mexico, together with a stock
          power
          limited to only 32 shares. Viskase Mexico is in the process of cutting
          new
          certificates, one of which will evidence 32 shares. This will be Certificate
          No.
          3 and after issuance will be delivered to the Pledgee in return for Certificate
          No. 1.