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                                                                     EXHIBIT 4.3

                             VISKASE COMPANIES, INC.

                                   $90,000,000

                    11-1/2% OF SENIOR SECURED NOTES DUE 2011

                          REGISTRATION RIGHTS AGREEMENT

                                                                   June 29, 2004

Jefferies & Company, Inc.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California  90025

Ladies and Gentlemen:

      Viskase Companies, Inc., a Delaware corporation (the "Company") is issuing
and selling to Jefferies & Company, Inc. (the "Initial Purchaser"), upon the
terms set forth in the Purchase Agreement dated as of the date hereof, by and
among the Company and the Initial Purchaser (the "Purchase Agreement"),
$90,000,000 aggregate principal amount of 11-1/2% Senior Secured Notes due 2011
issued by the Company (each, a "Note" and collectively, the "Notes"). As an
inducement to the Initial Purchaser to enter into the Purchase Agreement, the
Company agrees with the Initial Purchaser, for the benefit of the Holders (as
defined below) of the Notes (including, without limitation, the Initial
Purchaser), as follows:

1.    DEFINITIONS

      Unless otherwise defined herein, capitalized terms that are used herein
without definition shall have the respective meanings ascribed to them in the
Purchase Agreement. As used in this Agreement, the following terms shall have
the following meanings:

      ADDITIONAL INTEREST: See Section 4(a).

      ADVICE: See Section 6(w).

      AGREEMENT: This Registration Rights Agreement, dated as of the date
hereof, between the Company and the Initial Purchaser, as may be amended from
time to time.

      APPLICABLE PERIOD: See Section 2(e).

      BUSINESS DAY: A day that is not a Saturday, a Sunday or a day on which
banking institutions in the City of New York are authorized or required by law
or executive order to be closed.

      COLLATERAL AGREEMENTS: Shall have the meaning set forth in the Indenture.

      COMPANY: See the introductory paragraph to this Agreement.

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      DAY: Unless otherwise expressly provided, a calendar day.

      EFFECTIVENESS DATE: The 210th day after the Issue Date.

      EFFECTIVENESS PERIOD: See Section 3(a).

      EVENT DATE: See Section 4(b).

      EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.

      EXCHANGE NOTES: 11-1/2% Senior Secured Notes due 2011 of the Company,
identical in all material respects to the Notes, except for references to series
and restrictive legends.

      EXCHANGE OFFER: See Section 2(a).

      EXCHANGE REGISTRATION STATEMENT: See Section 2(a).

      FILING DATE: The 120th day after the Issue Date.

      HOLDER: Any registered holder of Registrable Notes, including without
limitation, any Participating Broker-Dealer.

      INDEMNIFIED PARTY: See Section 8(c).

      INDEMNIFYING PARTY: See Section 8(c).

      INDENTURE: The Indenture, dated as of the Issue Date, among the Company
and LaSalle Bank National Association, as trustee, pursuant to which the Notes
are being issued, as amended or supplemented from time to time in accordance
with the terms thereof.

      INITIAL PURCHASER: See the introductory paragraph to this Agreement.

      INITIAL SHELF REGISTRATION: See Section 3(a).

      INSPECTORS: See Section 6(o).

      ISSUE DATE: June 29, 2004.

      LIEN: Shall have the meaning set forth in the Indenture.

      LOSSES: See Section 8(a).

      NASD: National Association of Securities Dealers, Inc.

      NOTES: See the introductory paragraph to this Agreement.

      PARTICIPATING BROKER-DEALER: See Section 2(e).

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      PERSON: An individual, trustee, corporation, partnership, limited
liability company, joint stock company, trust, unincorporated association,
union, business association, firm, government or agency or political subdivision
thereof, or other legal entity.

      PRIVATE EXCHANGE: See Section 2(f).

      PRIVATE EXCHANGE NOTES: See Section 2(f).

      PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Notes covered by such
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

      PURCHASE AGREEMENT: See the introductory paragraph to this Agreement.

      RECORDS: See Section 6(o).

      REGISTRABLE NOTES: (i) Notes, (ii) Private Exchange Notes and (iii)
Exchange Notes received in the Exchange Offer, in each case, that may not be
sold without restriction under federal or state securities laws.

      REGISTRATION STATEMENT: Any registration statement of the Company filed
with the SEC under the Securities Act (including, but not limited to, the
Exchange Registration Statement, the Shelf Registration and any subsequent Shelf
Registration) that covers any of the Registrable Notes pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.

      RULE 144: Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer or such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

      RULE 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

      RULE 415: Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

      RULE 430A: Rule 430A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

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      SEC: The Securities and Exchange Commission.

      SECURITIES: The Notes, the Exchange Notes and the Private Exchange Notes.

      SECURITIES ACT: The Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.

      SHELF NOTICE: See Section 2(j).

      SHELF REGISTRATION: See Section 3(b).

      SUBSEQUENT SHELF REGISTRATION: See Section 3(b).

      TIA: The Trust Indenture Act of 1939, as amended.

      TRUSTEE: The trustee under the Indenture and, if existent, the trustee
under any indenture governing the Exchange Notes and Private Exchange Notes (if
any).

      UNDERWRITTEN REGISTRATION OR UNDERWRITTEN OFFERING: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

2.    EXCHANGE OFFER

      (a)   Unless the Exchange Offer would not be permitted by applicable laws
            or a policy of the SEC, the Company shall (i) use its reasonable
            best efforts to prepare and file with the SEC promptly after the
            date hereof, but in no event later than the Filing Date, a
            registration statement (the "Exchange Registration Statement") on an
            appropriate form under the Securities Act with respect to an offer
            (the "Exchange Offer") to the Holders of Notes to issue and deliver
            to such Holders, in exchange for the Notes, a like principal amount
            of Exchange Notes, (ii) use its reasonable best efforts to cause the
            Exchange Registration Statement to become effective as promptly as
            practicable after the filing thereof, but in no event later than the
            Effectiveness Date, (iii) use its reasonable best efforts to keep
            the Exchange Registration Statement effective until the consummation
            of the Exchange Offer in accordance with its terms, and (iv)
            commence the Exchange Offer and use its reasonable best efforts to
            issue on or prior to 45 Days after the date on which the Exchange
            Registration Statement is declared effective, Exchange Notes in
            exchange for all Notes tendered prior thereto in the Exchange Offer.
            The Exchange Offer shall not be subject to any conditions, other
            than (A) that the Exchange Offer does not violate applicable law or
            any applicable interpretation of the staff of the SEC, (B) the valid
            tendering of Notes in accordance with the terms of the Exchange
            Offer, (C) that the Exchange Offer may expire, unless extended by
            the Company in its sole discretion, 20 Business Days after the date
            notice thereof is mailed to Holders.

      (b)   The Exchange Notes shall be issued under, and entitled to the
            benefits of, (i) the Indenture or a trust indenture that is
            identical in all material respects to the Indenture (other than such
            changes as are necessary to comply with any

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            requirements of the SEC to effect or maintain the qualifications
            thereof under the TIA) and (ii) the Collateral Agreements.

      (c)   Interest on the Exchange Notes and Private Exchange Notes will
            accrue from the last interest payment due date in respect of which
            interest was paid on the Notes surrendered in exchange therefor; or
            if no interest has been paid on the Notes, from the date of original
            issue of the Notes. Each Exchange Note and Private Exchange Note
            shall bear interest at the rate set forth thereon; provided, that
            interest with respect to the period prior to the issuance thereof
            shall accrue at the rate or rates borne by the Notes from time to
            time during such period.

      (d)   The Company may require each Holder as a condition to participation
            in the Exchange Offer to represent and warrant (i) that any Exchange
            Notes received by it will be acquired in the ordinary course of its
            business, (ii) that at the time of the commencement and consummation
            of the Exchange Offer such Holder has not entered into any
            arrangement or understanding with any Person to participate in the
            distribution (within the meaning of the Securities Act) of the
            Exchange Notes in violation of the provisions of the Securities Act,
            (iii) that such Holder is not an "affiliate" of the Company within
            the meaning of Rule 405 of the Securities Act, or, if it is an
            affiliate of the Company, that it will comply with the registration
            and prospectus delivery requirements of the Securities Act to the
            extent applicable to it, (iv) if such Holder is not a broker-dealer,
            that it is not engaged in, and does not intend to engage in, the
            distribution of the Notes and (v) if such Holder is a Participating
            Broker-Dealer, that such Holder acquired the Notes for its own
            account in exchange for Notes that were acquired as a result of
            market-making or other trading activities, and that it will deliver
            a Prospectus in connection with any resale of the Exchange Notes.

      (e)   The Company shall include within the Prospectus contained in the
            Exchange Registration Statement a section entitled "Plan of
            Distribution" reasonably acceptable to the Initial Purchaser which
            shall contain a summary statement of the positions taken or policies
            made by the staff of the SEC with respect to the potential
            "underwriter" status of any broker-dealer that is the beneficial
            owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange
            Notes received by such broker-dealer in the Exchange Offer for its
            own account in exchange for Notes that were acquired by it as a
            result of market-making or other trading activity (a "Participating
            Broker-Dealer"), whether such positions or policies have been
            publicly disseminated by the staff of the SEC or such positions or
            policies, represent the prevailing views of the staff of the SEC.
            Such "Plan of Distribution" section shall also allow, to the extent
            permitted by applicable policies and regulations of the SEC, the use
            of the Prospectus by all Persons subject to the prospectus delivery
            requirements of the Securities Act, including, to the extent so
            permitted, all Participating Broker-Dealers, and include a statement
            describing the manner in which Participating Broker-Dealers may
            resell the Exchange Notes. The Company shall use its reasonable best
            efforts to keep the Exchange Registration Statement effective and to
            amend and supplement the Prospectus contained therein, in order to
            permit such Prospectus to be lawfully

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            delivered by all Persons subject to the prospectus delivery
            requirements of the Securities Act for such period of time as such
            Persons must comply with such requirements in order to resell the
            Exchange Notes; provided that in no event shall such time period
            exceed 180 days unless extended by the Company in its sole
            discretion (the "Applicable Period").

      (f)   If, upon consummation of the Exchange Offer, the Initial Purchaser
            holds any Notes acquired by it and having the status of an unsold
            allotment in the initial distribution, the Company (upon the written
            request from the Initial Purchaser) shall, simultaneously with the
            delivery of the Exchange Notes in the Exchange Offer, issue and
            deliver to the Initial Purchaser, in exchange (the "Private
            Exchange") for the Notes held by the Initial Purchaser, a like
            principal amount of Senior Secured Notes that are identical in all
            material respects to the Exchange Notes except for the existence of
            restrictions on transfer thereof under the Securities Act and
            securities laws of the several states of the United States and the
            placement of a restrictive legend thereon (the "Private Exchange
            Notes") (and which are issued pursuant to the same indenture as the
            Exchange Notes). The Private Exchange Notes shall bear the same
            CUSIP number as the Exchange Notes.

      (g)   In connection with the Exchange Offer, the Company shall:

            (i)   mail to each Holder a copy of the Prospectus forming part of
                  the Exchange Registration Statement, together with an
                  appropriate letter of transmittal that is an exhibit to the
                  Exchange Offer Registration Statement, and any related
                  documents reasonably requested by the Holder;

            (ii)  keep the Exchange Offer open for not less than the Offer
                  Period (or longer if required by applicable law)

            (iii) utilize the services of a depository for the Exchange Offer
                  with an address in the Borough of Manhattan, the City of New
                  York, which may be the Trustee or an affiliate thereof;

            (iv)  permit Holders to withdraw tendered Registrable Notes at any
                  time prior to the close of business, New York time, on the
                  last Business Day on which the Exchange Offer shall remain
                  open; and

            (v)   otherwise comply in all material respects with all applicable
                  laws.

      (h)   As soon as practicable after the close of the Exchange Offer or the
            Private Exchange, as the case may be, the Company shall:

            (i)   accept for exchange all Registrable Notes validly tendered
                  pursuant to the Exchange Offer or the Private Exchange, as the
                  case may be, and not validly withdrawn;

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            (ii)  deliver to the Trustee for cancellation all Registrable Notes
                  so accepted for exchange; and

            (iii) cause the Trustee to authenticate and deliver promptly to each
                  Holder tendering such Registrable Notes, Exchange Notes or
                  Private Exchange Notes, as the case may be, equal in principal
                  amount to the Notes of such Holder so accepted for exchange.

      (i)   The Exchange Notes and the Private Exchange Notes may be issued
            under (i) the Indenture or (ii) an indenture identical in all
            material respects to the Indenture (other than such changes as are
            necessary to comply with any requirements of the SEC to effect or
            maintain the qualification thereof under the TIA), which in either
            event will provide that the Exchange Notes will not be subject to
            the transfer restrictions or additional interest provisions set
            forth in the Indenture, that the Private Exchange Notes will be
            subject to the transfer restrictions set forth in the Indenture, and
            that the Exchange Notes, the Private Exchange Notes and the Notes,
            if any, will be deemed one class of security (subject to the
            provisions of the Indenture) and entitled to participate in all the
            security granted by the Company pursuant to the Collateral
            Agreements (as such terms are defined in the Indenture) on an equal
            and ratable basis.

      (j)   If: (i) prior to the consummation of the Exchange Offer, the Holders
            of a majority in aggregate principal amount of Registrable Notes
            determine in its or their reasonable judgment, and the Trustee
            provides the Company written notice thereof that (A) the Exchange
            Notes would not, upon receipt, be tradable by the Holders thereof,
            without restriction under the Securities Act and the Exchange Act
            and without material restrictions under applicable Blue Sky or state
            securities laws, or (B) the interests of the Holders under this
            Agreement, taken as a whole, would be materially adversely affected
            by the consummation of the Exchange Offer; (ii) applicable
            interpretations of the staff of the SEC would not permit the
            consummation of the Exchange Offer prior to the Effectiveness Date;
            (iii) subsequent to the consummation of the Private Exchange, any
            Holder of Private Exchange Notes so requests in writing; (iv) the
            Exchange Offer is not consummated within 45 days from the date that
            the Exchange Registration Statement was declared effective; or (v)
            in the case of (A) any Holder not permitted by applicable law or SEC
            policy to participate in the Exchange Offer, (B) any Holder
            participating in the Exchange Offer that receives Exchange Notes
            that may not be sold without restriction under state and federal
            securities laws (other than due solely to the status of such Holder
            as an affiliate of the Company within the meaning of the Securities
            Act) or (C) any broker-dealer that holds Notes acquired directly
            from the Company or any of its affiliates and, in each such case
            contemplated by this clause (v), such Holder provides written notice
            to the Company within six months of consummation of the Exchange
            Offer, then the Company shall promptly (and in any event within five
            Business Days) deliver to the Holders (or in the case of an
            occurrence of any event described in clause (v) of this Section
            2(j), to any such Holder) and the Trustee notice thereof (the "Shelf
            Notice") and shall as promptly as reasonably practicable thereafter
            (but in no

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            event later than 45 days after delivery of the Shelf Notice) file an
            Initial Shelf Registration pursuant to Section 3.

3.    SHELF REGISTRATION

      If a Shelf Notice is delivered pursuant to Section 2(j), then this Section
3 shall apply to all Registrable Notes. Otherwise, upon consummation of the
Exchange Offer in accordance with Section 2, the provisions of Section 3 shall
apply solely with respect to (i) Notes held by any Holder thereof not permitted
to participate in the Exchange Offer, (ii) Notes held by any broker-dealer that
acquired such Notes directly from the Company or any of its affiliates and (iii)
Exchange Notes that are not freely tradeable as contemplated by Section 2(j)(v)
hereof, provided in each case that the relevant Holder has duly notified the
Company prior to the consummation of the Exchange Offer as required by Section
2(j)(v).

      (a)   Initial Shelf Registration. The Company shall, as promptly as
            practicable, use its reasonable best efforts to file with the SEC a
            Registration Statement for an offering to be made on a continuous
            basis pursuant to Rule 415 covering all of the Registrable Notes
            (the "Initial Shelf Registration"). If the Company has not yet filed
            an Exchange Registration Statement, the Company shall file with the
            SEC the Initial Shelf Registration on or prior to the Filing Date
            and shall use its reasonable best efforts to cause such Initial
            Shelf Registration to be declared effective under the Securities Act
            on or prior to the Effectiveness Date. Otherwise, the Company shall
            use its best efforts to file with the SEC the Initial Shelf
            Registration within 45 days of the delivery of the Shelf Notice and
            shall use its reasonable best efforts to cause such Shelf
            Registration to be declared effective under the Securities Act as
            promptly as practicable thereafter (but in no event later than 90
            days after delivery of the Shelf Notice). The Initial Shelf
            Registration shall be on Form S-1 or another appropriate form
            permitting registration of such Registrable Notes for resale by
            Holders in the manner or manners reasonably designated by them
            (including, without limitation, one or more Underwritten Offerings).
            The Company shall not permit any securities other than the
            Registrable Notes to be included in any Shelf Registration. The
            Company shall use its reasonable best efforts to keep the Initial
            Shelf Registration continuously effective under the Securities Act
            until the date which is 24 months from the Issue Date (subject to
            extension pursuant to the last paragraph of Section 6(w) (the
            "Effectiveness Period"), or such shorter period ending when (i) all
            Registrable Notes covered by the Initial Shelf Registration have
            been sold in the manner set forth and as contemplated in the Initial
            Shelf Registration (ii) a Subsequent Shelf Registration covering all
            of the Registrable Notes covered by and not sold under the Initial
            Shelf Registration or an earlier Subsequent Shelf Registration has
            been declared effective under the Securities Act or (iii) there
            cease to be any outstanding Registrable Notes.

      (b)   Subsequent Shelf Registrations. If the Initial Shelf Registration or
            any Subsequent Shelf Registration (as defined below) ceases to be
            effective for any reason at any time during the Effectiveness Period
            (other than during any Blackout Period or because of the sale of all
            of the securities registered

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            thereunder), the Company shall use its reasonable best efforts to
            obtain the prompt withdrawal of any order suspending the
            effectiveness thereof, and in any event shall within 30 days of such
            cessation of effectiveness use its reasonable best efforts to amend
            such Shelf Registration in a manner to obtain the withdrawal of the
            order suspending the effectiveness thereof, or use its reasonable
            best efforts to file an additional "shelf" Registration Statement
            pursuant to Rule 415 covering all of the Registrable Notes not
            already sold under a Shelf Registration (a "Subsequent Shelf
            Registration"). If a Subsequent Shelf Registration is filed, the
            Company shall use its reasonable best efforts to cause the
            Subsequent Shelf Registration to be declared effective as soon as
            practicable after such filing (but in no event later than the later
            of (x) the 90th day following the date such Subsequent Shelf
            Registration was filed and (y) the Effectiveness Date) and to keep
            such Subsequent Shelf Registration continuously effective for a
            period equal to the number of days in the Effectiveness Period less
            the aggregate number of days during which the Initial Shelf
            Registration or any Subsequent Shelf Registration was previously
            continuously effective. As used herein the term "Shelf Registration"
            means the Initial Shelf Registration and any Subsequent Shelf
            Registrations

      (c)   Supplements and Amendments. The Company shall promptly supplement
            and amend any Shelf Registration if required by the rules,
            regulations or instructions applicable to the registration form used
            for such Shelf Registration, if required by the Securities Act, or
            if reasonably requested in writing by the Holders of a majority in
            aggregate principal amount of the Registrable Notes covered by such
            Shelf Registration or by any underwriter of such Registrable Notes.

      (d)   Provision of Information. No Holder of Registrable Notes shall be
            entitled to include any of its Registrable Notes in any Shelf
            Registration pursuant to this Agreement unless such Holder furnishes
            to the Company and the Trustee in writing, within 20 days after
            receipt of a written request therefor, such information as the
            Company and the Trustee after conferring with counsel with regard to
            information relating to Holders that would be required by the SEC to
            be included in such Shelf Registration or Prospectus included
            therein, may reasonably request for inclusion in any Shelf
            Registration or Prospectus included therein, and no such Holder
            shall be entitled to Additional Interest (and Additional Interest
            shall not accrue) pursuant to Section 4 hereof unless and until such
            Holder shall have provided such information.

      (e)   Notwithstanding anything to the contrary in this Agreement, upon
            notice to the Holders of Registrable Notes, the Company may suspend
            use of the Prospectus included in any Shelf Registration Statement
            in the event that and for a period of time (a "Blackout Period") not
            to exceed an aggregate of 60 days in any 12-month period, the
            Company's Board of Directors determines, in good faith, that (i) the
            disclosure of an event, occurrence or other item at such time would
            reasonably be expected to have a material adverse effect on the
            Company's business, operations or prospects, or (ii) permitting such
            sales would interfere with any material business transaction which
            has not been publicly disclosed, and the Company's

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            Board of Directors also determines, in good faith, that any
            disclosure thereof would jeopardize the success of the transaction
            or that disclosure of the transaction is prohibited pursuant to the
            terms thereof.

4.    ADDITIONAL INTEREST

      (a)   The Company acknowledges and agrees that the Holders of Registrable
            Notes will suffer damages if the Company fails to fulfill its
            material obligations under Section 2 or Section 3 hereof and that it
            would not be feasible to ascertain the extent of such damages with
            precision. Accordingly, the Company agrees to pay additional cash
            interest on the Notes ("Additional Interest") under the
            circumstances and to the extent set forth below (each of which shall
            be given independent effect):

            (i)   if neither the Exchange Registration Statement nor the Initial
                  Shelf Registration has been filed with the SEC on or prior to
                  the Filing Date, Additional Interest shall accrue on the Notes
                  over and above any stated interest at a rate of 0.25% per
                  annum of the principal amount of such Notes for the first 90
                  days immediately following the Filing Date, such Additional
                  Interest rate increasing by an additional 0.25% per annum at
                  the beginning of each subsequent 90-day period;

            (ii)  if (A) neither the Exchange Registration Statement nor the
                  Initial Shelf Registration is declared effective on or prior
                  to the Effectiveness Date or (B) notwithstanding that the
                  Company has consummated or will consummate an Exchange Offer,
                  the Company is required to file a Subsequent Shelf
                  Registration and such Subsequent Shelf Registration is not
                  declared effective on or prior to the later of (x) the 90th
                  day following the date such Subsequent Shelf Registration was
                  filed and (y) the Effectiveness Date, Additional Interest
                  shall accrue on the Notes over and above any stated interest
                  at a rate of 0.25% per annum of the principal amount of such
                  Notes for the first 90 days immediately following the
                  Effectiveness Date, such Additional Interest rate increasing
                  by an additional 0.25% per annum at the beginning of each
                  subsequent 90-day period;

            (iii) if (A) the Company has not exchanged Exchange Notes for all
                  Notes validly tendered in accordance with the terms of the
                  Exchange Offer on or prior to the 45th day after the
                  Effectiveness Date, (B) the Exchange Registration Statement
                  ceases to be effective at any time prior to the time that the
                  Exchange Offer is consummated, or (C) if applicable, a Shelf
                  Registration has been declared effective and such Shelf
                  Registration ceases to be effective at any time prior to the
                  second anniversary of the Issue Date (other than during a
                  Blackout Period or after such time as all Notes have been
                  disposed of thereunder) and is not declared effective again
                  within 30 days, or (D) pending the announcement of a material
                  corporate transaction, the Company issues a written notice
                  pursuant to Section 6(e)(v) or (vi) that a Shelf Registration
                  Statement or Exchange Registration Statement is unusable and
                  the aggregate number of days in any 365-day period for which
                  all such notices issued or required to be issued, have been,
                  or were required to be, in effect exceeds 60 days in the
                  aggregate, then Additional Interest shall accrue on the Notes,
                  over and above any stated interest, at a rate of 0.25% per
                  annum of the

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                  principal amount of such Notes commencing on (w) the 46th day
                  after the Effectiveness Date, in the case of (A) above, or (x)
                  the date the Shelf Registration Statement ceases to be
                  effective without being declared effective again within 30
                  days, in the case of clause (B) above, such Additional
                  Interest rate increasing by an additional 0.25% per annum at
                  the beginning of each such subsequent 90-day period;

            provided, however, that Additional Interest will not accrue under
            more than one of the foregoing clauses (i), (ii) or (iii) at any one
            time; provided further, however, that the maximum Additional
            Interest rate on the Notes may not exceed at any one time in the
            aggregate 1.00% per annum; and provided further, that (1) upon the
            filing of the Exchange Registration Statement or Initial Shelf
            Registration (in the case of (i) above), (2) upon the effectiveness
            of the Exchange Registration Statement, Initial Shelf Registration
            or Subsequent Shelf Registration, as the case may be (in the case of
            (ii) above), or (3) upon the exchange of Exchange Notes for all
            Notes tendered (in the case of (iii)(A) above), or upon the
            effectiveness of the Exchange Registration Statement that had ceased
            to remain effective (in the case of clause (iii)(B) above), or upon
            the effectiveness of a Shelf Registration which had ceased to remain
            effective (in the case of (iii)(C) above), Additional Interest on
            the Notes as a result of such clause (or the relevant subclause
            thereof), or upon the effectiveness of such Registration Statement
            or Exchange  Registration Statement (in the case of clause (iii)(D)
            above), as the case may be, shall cease to accrue.

      (b)   The Company shall notify the Trustee within 3 Business Days after
            each and every date on which an event occurs in respect of which
            Additional Interest is required to be paid (an "Event Date"). Any
            amounts of Additional Interest due pursuant to clause (a)(i),
            (a)(ii) or (a)(iii) of this Section 4 will be payable in cash, on
            the dates and in the manner provided in the Indenture and whether or
            not any cash interest would then be payable on such date, commencing
            with the first such semi-annual date occurring after any such
            Additional Interest commences to accrue. The amount of Additional
            Interest will be determined by multiplying the applicable Additional
            Interest rate by the principal amount of the Notes, multiplied by a
            fraction, the numerator of which is the number of days such
            Additional Interest rate was applicable during such period
            (determined on the basis of a 360-day year comprised of twelve
            30-day months and, in the case of a partial month, the actual number
            of days elapsed), and the denominator of which is 360.

      (c)   The parties hereto agree that the Additional Interest provided for
            in this Section 4 constitutes the sole damages that will be suffered
            by, and an adequate remedy for, Holders of Registrable Notes by
            reason of the occurrence of any of the events described in Section
            4(a) above.

5.    HOLD-BACK AGREEMENTS

      The Company agrees that it will not effect any public or private sale or
distribution (including a sale pursuant to Regulation D under the Securities
Act) of any securities the same as or similar to those covered by a Registration
Statement filed pursuant to Section 2 or 3 hereof

                                       11
<PAGE>

(other than Additional Notes (as defined in the Indenture) issued under the
Indenture), or any securities convertible into or exchangeable or exercisable
for such securities, during the 10 days prior to, and during the 90-day period
beginning on, the effective date of any Registration Statement filed pursuant to
Sections 2 and 3 hereof unless the Holders of a majority in the aggregate
principal amount of the Registrable Notes to be included in such Registration
Statement consent, if the managing underwriter thereof so requests in writing.

6.    REGISTRATION PROCEDURES

      In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Company shall effect such registrations to permit
the sale of such securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Company hereunder:

      (a)   Prepare and file with the SEC as soon as practicable after the date
            hereof but in any event on or prior to the Filing Date, the Exchange
            Registration Statement or if the Exchange Registration Statement is
            not filed because of the circumstances contemplated by Section
            2(j), a Shelf Registration as prescribed by Section 3, and use its
            best efforts to cause each such Registration Statement to become
            effective and remain effective as provided herein; provided that, if
            (1) a Shelf Registration is filed pursuant to Section 3 or (2) a
            Prospectus contained in an Exchange Registration Statement filed
            pursuant to Section 2 is required to be delivered under the
            Securities Act by any Participating Broker-Dealer who seeks to sell
            Exchange Notes during the Applicable Period relating thereto, before
            filing any Registration Statement or Prospectus or any amendments or
            supplements thereto, the Company shall, if requested in writing by
            such person, furnish to and afford the Holders of the Registrable
            Notes to be registered pursuant to such Shelf Registration
            Statement, each Participating Broker-Dealer, the managing
            underwriters, if any, and each of their respective counsel, a
            reasonable opportunity to review copies of all such documents
            (including copies of any documents to be incorporated by reference
            therein and all exhibits thereto) proposed to be filed. The Company
            shall not file any such Registration Statement or Prospectus or any
            amendments or supplements thereto in respect of which the Holders
            must provide information for the inclusion therein without the
            Holders being afforded an opportunity to review such documentation
            if the holders of a majority in aggregate principal amount of the
            Registrable Notes covered by such Registration Statement, or any
            such Participating Broker-Dealer, as the case may be, the managing
            underwriters, if any, or any of their respective counsel shall
            reasonably object in writing on a timely basis. A Holder shall be
            deemed to have reasonably objected to such filing if such
            Registration Statement, amendment, Prospectus or supplement, as
            applicable, as proposed to be filed, contains an untrue statement of
            a material fact or omits to state any material fact necessary to
            make the statements therein not misleading or fails to comply with
            the applicable requirements of the Securities Act.

      (b)   The Company shall provide an indenture trustee for the Registrable
            Notes, the Exchange Notes or the Private Exchange Notes, as the case
            may be, and use its reasonable best efforts to cause the Indenture
            (or other indenture relating to the Registrable Notes) to be
            qualified under the TIA not later than the effective date of the
            first Registration Statement; and in connection therewith, to effect
            such changes to such indenture as may be required for such indenture
            to be so qualified in accordance with the terms of the TIA; and
            execute, and use its reasonable best efforts to cause such trustee
            to execute, all documents as may be required to effect

                                       12
<PAGE>

            such changes, and all other forms and documents required to be filed
            with the SEC to enable such indenture to be so qualified in a timely
            manner.

      (c)   The Company shall prepare and file with the SEC such pre-effective
            amendments and post-effective amendments to each Shelf Registration
            or Exchange Registration Statement, as the case may be, as may be
            necessary to keep such Registration Statement continuously effective
            for the Effectiveness Period or the Applicable Period, as the case
            may be; cause the related Prospectus to be supplemented by any
            Prospectus supplement required by applicable law, and as so
            supplemented to be filed pursuant to Rule 424 (or any similar
            provisions then in force) promulgated under the Securities Act; and
            comply with the provisions of the Securities Act and the Exchange
            Act applicable to them with respect to the disposition of all
            securities covered by such Registration Statement as so amended or
            in such Prospectus as so supplemented and with respect to the
            subsequent resale of any securities being sold by a Participating
            Broker-Dealer covered by any such Prospectus; provided that none of
            the foregoing shall be required during a Blackout Period. The
            Company shall not, during the Applicable Period, voluntarily take
            any action that would result in selling Holders of the Registrable
            Notes covered by a Registration Statement or Participating
            Broker-Dealers seeking to sell Exchange Notes not being able to sell
            such Registrable Notes or such Exchange Notes during that period,
            unless such action is required by applicable law, rule or regulation
            or permitted by this Agreement, including during a Blackout Period.

      (d)   The Company shall furnish to such selling Holders and Participating
            Broker-Dealers who so request in writing (i) upon the Company's
            receipt, a copy of the order of the SEC declaring such Registration
            Statement and any post effective amendment thereto effective, (ii)
            such reasonable number of copies of such Registration Statement and
            of each amendment and supplement thereto (in each case including any
            documents incorporated therein by reference and all exhibits), to
            the extent not available on EDGAR) and (iii) such reasonable number
            of copies of the Prospectus included in such Registration Statement
            (including each preliminary Prospectus) and each amendment and
            supplement thereto, and such reasonable number of copies of the
            final Prospectus as filed by the Company pursuant to Rule 424(b)
            under the Securities Act, in conformity with the requirements of the
            Securities Act and each amendment and supplement thereto, and (iv)
            such other documents (including any amendments required to be filed
            pursuant to clause (c) of this Section), as any such Person may
            reasonably request in writing. The Company hereby consents to the
            use of the Prospectus (as amended or supplemented as of the date of
            such use) by each of the selling Holders of Registrable Notes or
            each such Participating Broker-Dealer, as the case may be, and the
            underwriters or agents, if any, and dealers, if any, in connection
            with the offering and sale of the Registrable Notes covered by, or
            the sale by Participating Broker-Dealers of the Exchange Notes
            pursuant to, such Prospectus and any amendment or supplement
            thereto.

                                       13
<PAGE>

      (e)   The Company shall, if (1) a Shelf Registration is filed pursuant to
            Section 3, or (2) a Prospectus contained in an Exchange Registration
            Statement filed pursuant to Section 2 is required to be delivered
            under the Securities Act by any Participating Broker-Dealer who
            notifies the Company in writing that it seeks to sell Exchange Notes
            during the Applicable Period relating thereto, the Company shall
            notify in writing the selling Holders of Registrable Notes, or each
            such Participating Broker-Dealer, as the case may be, the managing
            underwriters, if any, and each of their respective counsel promptly
            (but in any event within 2 Business Days) (i) when a Prospectus or
            any Prospectus supplement or post-effective amendment has been
            filed, and, with respect to a Registration Statement or any
            post-effective amendment, when the same has become effective
            (including in such notice a written statement that any Holder may,
            upon request, obtain, without charge, one conformed copy of such
            Registration Statement or post-effective amendment including
            financial statements and schedules, documents incorporated or deemed
            to be incorporated by reference and exhibits to the extent not
            available on EDGAR), (ii) of the issuance by the SEC of any stop
            order suspending the effectiveness of a Registration Statement or of
            any order preventing or suspending the use of any Prospectus or the
            initiation of any proceedings for that purpose, (iii) if at any time
            when a Prospectus is required by the Securities Act to be delivered
            in connection with sales of the Registrable Notes the
            representations and warranties of the Company contained in any
            agreement (including any underwriting agreement) contemplated by
            Section 6(n) hereof cease to be true and correct in all material
            respects, (iv) of the receipt by the Company of any notification
            with respect to the suspension of the qualification or exemption
            from qualification of a Registration Statement or any of the
            Registrable Notes or the Exchange Notes to be sold by any
            Participating Broker-Dealer for offer or sale in any jurisdiction,
            or the initiation or threatening of any proceeding for such purpose,
            (v) of the happening of any event, the existence of any condition of
            which the Company has knowledge, or of any information becoming
            known that makes any statement made in such Registration Statement
            or related Prospectus or any document incorporated or deemed to be
            incorporated therein by reference untrue in any material respect or
            that requires the making of any changes in, or amendments or
            supplements to, such Registration Statement, Prospectus or documents
            so that, in the case of the Registration Statement and the
            Prospectus, it will not contain any untrue statement of a material
            fact or omit to state any material fact required to be stated
            therein or necessary to make the statements therein, in light of the
            circumstances under which they were made, not misleading, (vi) of
            any determination by the Company that a post-effective amendment to
            a Registration Statement would be appropriate and (vii) of any
            request by the SEC for amendments to the Registration Statement or
            supplements to the Prospectus or for additional information relating
            thereto.

      (f)   The Company shall use its reasonable best efforts to prevent the
            issuance of any order suspending the effectiveness of a Registration
            Statement or of any order preventing or suspending the use of a
            Prospectus or suspending the qualification (or exemption from
            qualification) of any of the Registrable Notes or the Exchange

                                       14
<PAGE>

            Notes to be sold by any Participating Broker-Dealer, for sale in any
            jurisdiction, and, if any such order is issued, to use its
            reasonable best efforts to obtain the withdrawal of any such order
            at the earliest possible date.

      (g)   The Company shall, if (A) a Shelf Registration is filed pursuant to
            Section 3, (B) a Prospectus contained in an Exchange Registration
            Statement filed pursuant to Section 2 is required to be delivered
            under the Securities Act by any Participating Broker-Dealer who
            seeks to sell Exchange Notes during the Applicable Period or (C)
            reasonably requested in writing by the managing underwriters, if
            any, or the Holders of a majority in aggregate principal amount of
            the Registrable Notes being sold in connection with an Underwritten
            Offering, (i) promptly incorporate in a Prospectus supplement or
            post-effective amendment such information or revisions to
            information therein relating to such underwriters or selling Holders
            as the managing underwriters, if any, or such Holders or any of
            their respective counsel reasonably request in writing to be
            included or made therein and (ii) make all required filings of such
            Prospectus supplement or such post-effective amendment as soon as
            practicable after the Company has received notification of the
            matters to be incorporated in such Prospectus supplements or
            post-effective amendment.

      (h)   The Company shall, prior to any public offering of Registrable Notes
            or any delivery of a Prospectus contained in the Exchange
            Registration Statement by any Participating Broker-Dealer who seeks
            to sell Exchange Notes during the Applicable Period, use its
            reasonable best efforts to register or qualify, and to reasonably
            cooperate with the selling Holders of Registrable Notes or each such
            Participating Broker-Dealer, as the case may be, the underwriters,
            if any, and their respective counsel in connection with the
            registration or qualification (or exemption from such registration
            or qualification) of such Registrable Notes or Exchange Notes, as
            the case may be, for offer and sale under the securities or Blue Sky
            laws of such jurisdictions within the United States as any selling
            Holder, Participating Broker-Dealer or any managing underwriter or
            underwriters, if any, reasonably request in writing; provided that
            where Exchange Notes held by Participating Broker-Dealers or
            Registrable Notes are offered other than through an Underwritten
            Offering, the Company agrees to cause its counsel to perform Blue
            Sky investigations and file any registrations and qualifications
            required to be filed pursuant to this Section 6(h), keep each such
            registration or qualification (or exemption therefrom) effective
            during the period such Registration Statement is required to be kept
            effective (other than during Blackout Periods)and do any and all
            other acts or things reasonably necessary or advisable to enable the
            disposition in such jurisdictions of the Exchange Notes held by
            Participating Broker-Dealers or the Registrable Notes covered by the
            applicable Registration Statement; provided that the Company shall
            not be required to (A) qualify generally to do business in any
            jurisdiction where it is not then so qualified, (B) take any action
            that would subject it to general service of process in any such
            jurisdiction where it is not then so subject or (C) subject itself
            to taxation in any such jurisdiction where it is not then so
            subject.

                                       15
<PAGE>

      (i)   The Company shall, if (A) a Shelf Registration is filed pursuant to
            Section 3 or (B) a Prospectus contained in an Exchange Registration
            Statement filed pursuant to Section 2 is requested to be delivered
            under the Securities Act by any Participating Broker-Dealer who
            seeks to sell Exchange Notes during the Applicable Period,
            reasonably cooperate with the selling Holders of Registrable Notes
            and the managing underwriter or underwriters, if any, to facilitate
            the timely preparation and delivery of certificates representing
            Registrable Notes to be sold, which certificates shall not bear any
            restrictive legends and shall be in a form eligible for deposit with
            The Depository Trust Company, and enable such Registrable Notes to
            be in such denominations and registered in such names as the
            managing underwriter or underwriters, if any, or Holders may
            reasonably request.

      (j)   The Company shall use its reasonable best efforts to cause the
            Registrable Notes covered by any Registration Statement to be
            registered with or approved by such governmental agencies or
            authorities as may be necessary to enable the seller or sellers
            thereof or the underwriter, if any, to consummate the disposition of
            such Registrable Notes, except as to the extent required as a
            consequence of the nature of such selling Holder's business, in
            which case the Company shall cooperate, at such Holder's sole cost
            and expense, with the filing of such Registration Statement and the
            granting of such approvals; provided that in no event shall the
            Company be required to (A) qualify generally to do business in any
            jurisdiction where it is not then so qualified, (B) take any action
            that would subject it to general service of process in any
            jurisdiction where it is not then so subject or (C) subject itself
            to taxation in any such jurisdiction where it is not then so
            subject.

      (k)   The Company shall, if (1) a Shelf Registration is filed pursuant to
            Section 3, or (2) a Prospectus contained in an Exchange Registration
            Statement filed pursuant to Section 2 is required to be delivered
            under the Securities Act by any Participating Broker-Dealer who
            seeks to sell Exchange Notes during the Applicable Period, upon the
            occurrence of any event contemplated by paragraph 6(e)(v) or
            6(e)(vi) hereof, as promptly as reasonably practicable, prepare and
            file with the SEC, at the expense of the Company, a supplement or
            post-effective amendment to the Registration Statement or a
            supplement to the related Prospectus or any document incorporated or
            deemed to be incorporated therein by reference, or file any other
            required document so that, as thereafter delivered to the purchasers
            of the Registrable Notes being sold thereunder or to the purchasers
            of the Exchange Notes to whom such Prospectus will be delivered by a
            Participating Broker-Dealer, such Prospectus will not contain 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 light of the circumstances under which they were made,
            not misleading, and, if SEC review is required, use its reasonable
            best efforts to cause such post-effective amendment to be declared
            effective as soon as practicable.

      (l)   The Company shall use its reasonable best efforts to cause the
            Registrable Notes covered by a Registration Statement to be rated
            with such appropriate rating

                                       16
<PAGE>

            agencies (unless such Registrable Notes are already rated), if so
            requested in writing by the Holders of a majority in aggregate
            principal amount of the Registrable Notes covered by such
            Registration Statement or the managing underwriter or underwriters,
            if any.

      (m)   The Company shall, prior to the initial issuance of the Exchange
            Notes, (i) provide the Trustee with one or more certificates for the
            Registrable Notes in a form eligible for deposit with The Depository
            Trust Company and (ii) provide a CUSIP number for the Exchange
            Notes.

      (n)   The Company shall, if a Shelf Registration is filed pursuant to
            Section 3, enter into such agreements (including an underwriting
            agreement in form, scope and substance as is customary in
            underwritten offerings of debt securities similar to the Notes, if
            applicable) as may be appropriate in the circumstances and take all
            such other reasonable actions in connection therewith (including
            those reasonably requested in writing by the managing underwriters,
            if any, or the Holders of a majority in aggregate principal amount
            of the Registrable Notes being sold) in order to expedite or
            facilitate the registration or the disposition of such Registrable
            Notes, and in such connection, whether or not an underwriting
            agreement is entered into and whether or not the registration is an
            Underwritten Registration, (i) make such representations and
            warranties to the Holders and the underwriters, if any, with respect
            to the business of the Company and its subsidiaries as then
            conducted, and the Registration Statement, Prospectus and documents,
            if any, incorporated or deemed to be incorporated by reference
            therein, in each case, in form, substance and scope as are
            customarily made by issuers to underwriters in underwritten
            offerings of debt securities similar to the Notes, as may be
            appropriate in the circumstances, and confirm the same if and when
            reasonably required; (ii) obtain an opinion of counsel to the
            Company and updates thereof (which opinions (in form, scope and
            substance) shall be reasonably satisfactory to the managing
            underwriters, if any, and the Holders of a majority in aggregate
            principal amount of the Registrable Notes being sold), addressed to
            each selling Holder and each of the underwriters, if any, covering
            the matters customarily covered in opinions of counsel to the
            Company requested in underwritten offerings of debt securities
            similar to the Notes, as is appropriate in the circumstances and
            (iii) obtain "cold comfort" letters and updates thereof (which
            letters and updates (in form, scope and substance) shall be
            reasonably satisfactory to the managing underwriters) from the
            independent certified public accountants of the Company (and, if
            necessary, any other independent certified public accountants of any
            subsidiary of the Company or of any business acquired by the Company
            for which financial statements and financial data are, or are
            required to be, included in the Registration Statement), addressed
            to each of the underwriters, such letters to be in customary form
            and covering matters of the type customarily covered in "cold
            comfort" letters in connection with underwritten offerings of debt
            securities similar to the Notes, as is appropriate in the
            circumstances, and such other matters as reasonably requested in
            writing by the underwriters; and (iv) deliver such documents and
            certificates as may be reasonably requested in writing by the
            Holders of a majority in aggregate

                                       17
<PAGE>

            principal amount of the Registrable Notes being sold and the
            managing underwriters, if any, to evidence the continued validity of
            the representations and warranties of the Company and its
            subsidiaries made pursuant to clause (i) above and to evidence
            compliance with any conditions contained in the underwriting
            agreement or other similar agreement entered into by the Company.

      (o)   The Company shall, if (1) a Shelf Registration is filed pursuant to
            Section 3, or (2) a Prospectus contained in an Exchange Registration
            Statement filed pursuant to Section 2 is required to be delivered
            under the Securities Act by any Participating Broker-Dealer who
            seeks to sell Exchange Notes during the Applicable Period, supply or
            make available for inspection by any selling Holder of such
            Registrable Notes being sold, or each such Participating
            Broker-Dealer, as the case may be, any underwriter participating in
            any such disposition of Registrable Notes, if any, and any attorney,
            accountant or other agent retained by any such selling Holder or
            each such Participating Broker-Dealer, as the case may be, or
            underwriter (collectively, the "Inspectors"), all pertinent
            financial and other relevant corporate records of the Company and
            its subsidiaries (collectively, the "Records") as shall be
            reasonably requested in writing by such Inspector in connection with
            such Registration Statement and necessary to enable any such
            Inspector to exercise any applicable due diligence responsibilities,
            subject to the policies and practices of the Company and its
            subsidiaries with respect to the confidentiality of proprietary or
            priviledged information. Each Inspector will be required to execute
            and deliver to the Company, prior to and as a pre-condition to such
            Inspector's receipt of or access to any Records, a confidentiality
            agreement, containing customary terms and provisions and in form and
            substance reasonably satisfactory to the Company and such Inspector,
            prohibiting the use or disclosure of Records by such Inspector
            except as provided by therein.

      (p)   The Company shall comply with all applicable rules and regulations
            of the SEC and make generally available to the security holders of
            the Company with regard to any applicable Registration Statement
            earning statements satisfying the provisions of Section 11(a) of the
            Securities Act and Rule 158 thereunder (or any similar rule
            promulgated under the Securities Act) no later than 60 days after
            the end of any 12-month period (or 105 days after the end of any
            12-month period if such period is a fiscal year) (i) commencing at
            the end of any fiscal quarter in which Registrable Notes are sold to
            underwriters in a firm commitment or best efforts Underwritten
            Offering and (ii) if not sold to underwriters in such an offering,
            commencing on the first day of the first fiscal quarter of the
            Company after the effective date of a Registration Statement, which
            statements shall cover said 12-month periods.

      (q)   The Company shall, upon consummation of an Exchange Offer or Private
            Exchange, obtain an opinion of counsel to the Company (in form,
            scope and substance reasonably satisfactory to the Trustee),
            addressed to the Trustee for the benefit of all Holders
            participating in the Exchange Offer or Private Exchange, as the case
            may be, to the effect that (i) the Company has duly authorized,
            executed and delivered the Exchange Notes or the Private Exchange
            Notes, as the case may be, and the Indenture, (ii) the Exchange
            Notes or the Private Exchange Notes, as

                                       18
<PAGE>

            the case may be, and the Indenture constitute legal, valid and
            binding obligations of the Company, enforceable against the Company
            in accordance with their respective terms, except as such
            enforcement may be subject to customary United States and foreign
            exceptions and (iii) all obligations of the Company under the
            Exchange Notes or the Private Exchange Notes, as the case may be,
            and the Indenture are secured by Liens (as defined in the Indenture)
            on the assets securing the obligations of the Company under the
            Notes, Indenture and Collateral Agreements to the extent and as
            discussed in the Registration Statement.

      (r)   The Company shall, if the Exchange Offer or a Private Exchange is to
            be consummated, upon delivery of the Registrable Notes by the
            Holders to the Company (or to such other Person as directed by the
            Company) in exchange for the Exchange Notes or the Private Exchange
            Notes, as the case may be, mark, or caused to be marked, on such
            Registrable Notes that the Exchange Notes or the Private Exchange
            Notes, as the case may be, are being issued as substitute evidence
            of the indebtedness originally evidenced by the Registrable Notes;
            provided that in no event shall such Registrable Notes be marked as
            paid or otherwise satisfied.

      (s)   The Company shall reasonably cooperate with each seller of
            Registrable Notes covered by any Registration Statement and each
            underwriter, if any, participating in the disposition of such
            Registrable Notes and their respective counsel in connection with
            any filings required to be made with the NASD.

      (t)   The Company shall use its reasonable best efforts to cause all
            Registrable Notes covered by a Registration Statement to be listed
            on each securities exchange, if any, on which similar debt
            securities issued by the Company are then listed.

      (u)   The Company shall use its reasonable best efforts to take all other
            steps reasonably necessary to effect the registration of the
            Registrable Notes covered by a Registration Statement contemplated
            hereby. Each Holder will cooperate with the Company, as reasonably
            requested by the Company, in connection with the preparation and
            filing of any Registration Statement hereunder, unless such Holder
            has notified the Company in writing of such Holder's irrevocable
            election to exclude all of such Holder's Registrable Notes from such
            Registration Statement.

      (v)   The Company may require each seller of Registrable Notes or
            Participating Broker-Dealer as to which any registration is being
            effected to furnish to the Company such information regarding such
            seller or Participating Broker-Dealer and the distribution of such
            Registrable Notes as the Company may, from time to time, reasonably
            request in writing. The Company may exclude from such registration
            the Registrable Notes of any seller who fails to furnish such
            information within a reasonable time (which time in no event shall
            exceed 30 days) after receiving such request. No seller of
            Registrable Notes or Participating Broker-Dealer shall be entitled
            to any Additional Interest pursuant to Section 4 hereof unless, and
            until (and Additional Interest shall not accrue until) the

                                       19
<PAGE>
            Company's receipt of the requested information, such seller or
            Participating Broker-Dealer shall have provided such information.
            Each seller of Registrable Notes or Participating Broker-Dealer as
            to which any registration is being effected agrees to furnish
            promptly to the Company all information required to be disclosed in
            order to make the information previously furnished by such seller
            not materially misleading. Promptly following any sale or other
            transfer of any securities covered by the Registration Statement,
            the Holder selling or transferring such securities shall promptly
            notify the Company in writing thereof, which notice shall specify
            the amount of securities involved and the market, if any, on which
            such sale or transfer occurred.

      (w)   Each Holder of Registrable Notes and each Participating
            Broker-Dealer agrees by acquisition of such Registrable Notes or
            Exchange Notes to be sold by such Participating Broker-Dealer, as
            the case may be, that, upon receipt of any written notice from the
            Company (i) of the happening of any event of the kind described in
            Section 6(e)(ii), 6(e)(iii), 6(e)(iv), 6(e)(v), or 6(e)(vi) or (ii)
            of the commencement of a Blackout Period, such Holder will as soon
            as reasonably practicable discontinue disposition of such
            Registrable Notes covered by a Registration Statement and such
            Participating Broker-Dealer will as soon as reasonably practicable
            discontinue disposition of such Exchange Notes pursuant to any
            Prospectus and, in each case, as soon as reasonably practicable
            discontinue dissemination of such Prospectus until such Holder's or
            Participating Broker-Dealer's receipt of the copies of the
            supplemented or amended Prospectus contemplated by Section 6(k), or
            until it is advised in writing (the "Advice") by the Company that
            the use of the applicable Prospectus may be resumed, and has
            received copies of any amendments or supplements thereto and, if so
            directed by the Company, such Holder or Participating Broker-Dealer,
            as the case may be, will deliver to the Company all copies, other
            than permanent file copies, then in such Holder's or Participating
            Broker-Dealer's possession, of the Prospectus covering such
            Registrable Notes current at the time of the receipt of such notice.
            In the event the Company shall give any such notice, the Applicable
            Period shall be extended by the number of days during such periods
            from and including the date of the giving of such notice to and
            including the date when each Participating Broker-Dealer shall have
            received (x) the copies of the supplemented or amended Prospectus
            contemplated by Section 6(k) or (y) the Advice.

7.    REGISTRATION EXPENSES

      (a)   All fees and expenses incurred by the Company in connection with its
            performance of or compliance with this Agreement shall be borne by
            the Company, whether or not the Exchange Offer or a Shelf
            Registration is filed or becomes effective, including, without
            limitation, (i) all registration and filing fees, including, without
            limitation, (A) fees with respect to filings required to be made
            with the NASD in connection with any Underwritten Offering and (B)
            fees and expenses of compliance with state securities or Blue Sky
            laws as provided in Section 6(h) hereof (including, without
            limitation, reasonable fees and disbursements of counsel in
            connection with Blue Sky qualifications of the Registrable Notes or
            Exchange Notes and determination of the eligibility of the
            Registrable Notes or Exchange Notes for investment under the laws of
            such jurisdictions (x) where the Holders are located, in the case of
            the Exchange Notes, or (y) as provided in Section 6(h), in the case
            of Registrable Notes or Exchange

                                       20
<PAGE>
            Notes to be sold by a Participating Broker-Dealer during the
            Applicable Period), (ii) printing expenses, including, without
            limitation, expenses of printing Prospectuses if the printing of
            Prospectuses is requested in accordance with this Agreement by the
            managing underwriter or underwriters, if any, or by the Holders of a
            majority in aggregate principal amount of the Registrable Notes
            included in any Registration Statement or by any Participating
            Broker-Dealer during the Applicable Period, as the case may be,
            (iii) messenger, telephone and delivery expenses incurred in
            connection with the performance of their obligations hereunder (iv)
            fees and disbursements of counsel for the Company and, subject to
            7(b), the Holders, (v) fees and disbursements of all independent
            certified public accountants referred to in Section 6 (including,
            without limitation, the expenses of any special audit and "cold
            comfort" letters required by or incident to such performance), (vi)
            rating agency fees and the fees and expenses incurred in connection
            with the listing of the Securities to be registered on any
            securities exchange, (vii) Securities Act liability insurance, if
            the Company desires such insurance, (viii) fees and expenses of all
            other Persons retained by the Company, (ix) fees and expenses of any
            "qualified independent underwriter" or other independent appraiser
            participating in an offering pursuant to Section 3 of Schedule E to
            the By-laws of the NASD, but only where the need for such a
            "qualified independent underwriter" arises due to a relationship
            with the Company, (x) internal expenses of the Company (including,
            without limitation, all salaries and expenses of officers and
            employees of the Company performing legal or accounting duties),
            (xi) the expense of any annual audit, (xii) the fees and expenses of
            the Trustee and the Exchange Agent and (xiii) the expenses relating
            to printing, word processing and distributing all Registration
            Statements, underwriting agreements, securities sales agreements,
            indentures and any other documents necessary in order to comply with
            this Agreement.

      (b)   The Company shall reimburse the Holders for the reasonable fees and
            disbursements of not more than one counsel chosen by the Holders of
            a majority in aggregate principal amount of the Registrable Notes to
            be included in any Registration Statement. The Company shall pay all
            documentary, stamp, transfer or other transactional taxes
            attributable to the issuance or delivery of the Exchange Notes or
            Private Exchange Notes in exchange for the Notes; provided that the
            Company shall not be required to pay taxes payable in respect of any
            transfer involved in the issuance or delivery of any Exchange Note
            or Private Exchange Note in a name other than that of the Holder of
            the Note in respect of which such Exchange Note or Private Exchange
            Note is being issued.

8.    INDEMNIFICATION

      (a)   Indemnification by the Company. The Company agrees to indemnify and
            hold harmless each Holder of Registrable Notes, Exchange Notes or
            Private Exchange Notes and each Participating Broker-Dealer selling
            Exchange Notes during the Applicable Period, each Person, if any,
            who controls each such Holder (within the meaning of Section 15 of
            the Securities Act or Section 20(a) of the Exchange Act) and the
            officers, directors and partners of each such Holder, Participating
            Broker-Dealer and controlling person, to the fullest extent lawful,
            from and against any and all losses, claims, damages, liabilities,
            costs (including, without limitation, reasonable costs of
            preparation and reasonable attorneys' fees as provided in this

                                       21
<PAGE>
            Section 8) covered thereby and expenses (including, without
            limitation, reasonable costs and expenses incurred in connection
            with investigating, preparing, pursuing or defending against any of
            the foregoing) (collectively, "Losses"), as incurred, directly or
            indirectly caused by, related to, based upon, arising out of or in
            connection with any untrue or alleged untrue statement of a material
            fact contained in any Registration Statement, Prospectus or form of
            prospectus, or in any amendment or supplement thereto, or in any
            preliminary prospectus, 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 light of the circumstances under
            which they were made, not misleading, except insofar as such Losses
            are based upon information relating to such Holder or Participating
            Broker-Dealer and furnished in writing to the Company (or reviewed
            and approved in writing) by or on behalf of such Holder or
            Participating Broker-Dealer or their counsel expressly for use
            therein; provided, however, that the Company will not be liable to
            any Indemnified Party (as defined below) under this Section 8 if
            Losses resulted from an untrue statement or omission or alleged
            untrue statement or omission that was contained or made in any
            preliminary prospectus and corrected in the Prospectus or any
            amendment or supplement thereto if (i) the Prospectus does not
            contain any other untrue statement or omission or alleged untrue
            statement or omission of a material fact that was the subject matter
            of the related proceeding, (ii) any such Losses resulted from an
            action, claim or suit by any Person who purchased Registrable Notes
            or Exchange Notes which are the subject thereof from such
            Indemnified Party and (iii) it is established in the related
            proceeding that such Indemnified Party failed to deliver or provide
            a copy of the Prospectus (as amended or supplemented) to such Person
            with or prior to the confirmation of the sale of such Registrable
            Notes or Exchange Notes sold to such Person if required by
            applicable law, unless such failure to deliver or provide a copy of
            the Prospectus (as amended or supplemented) was a result of
            noncompliance by the Company with Section 6 of this Agreement. The
            Company also agrees to indemnify underwriters, selling brokers,
            dealer managers and similar securities industry professionals
            participating in the distribution, their officers, directors, agents
            and employees and each Person who controls such Persons (within the
            meaning of Section 5 of the Securities Act or Section 20(a) of the
            Exchange Act) to the same extent as provided above with respect to
            the indemnification of the Holders or the Participating
            Broker-Dealer.

      (b)   Indemnification by Holders and Participating Broker-Dealers. Each
            Holder and Participating Broker-Dealer shall indemnify and hold
            harmless the Company, their respective directors, officers and
            stockholders and each Person, if any, who controls the Company
            (within the meaning of Section 15 of the Securities Act and Section
            20(a) of the Exchange Act), and the directors, officers and
            stockholders of such controlling persons, to the fullest extent
            lawful, from and against any and all Losses arising out of or based
            upon any untrue or alleged untrue statement of a material fact
            contained in any Registration Statement, Prospectus or form of
            prospectus or in any amendment or supplement thereto or in any
            preliminary prospectus, 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 light of the circumstances
            under which they were made, not misleading, to the extent, but only
            to the extent, that such losses are finally judicially determined by
            a court of competent jurisdiction in a final, unappealable order to
            have resulted from an untrue statement or alleged untrue statement
            of a material fact or omission or alleged omission of a material
            fact contained in or omitted from any

                                       22
<PAGE>

            information so furnished in writing by or on behalf of such Holder
            or Participating Broker-Dealer to the Company expressly for use
            therein. Notwithstanding the foregoing, in no event shall the
            liability of any selling Holder be greater in amount than such
            Holder's Maximum Contribution Amount (as defined below).

      (c)   Conduct of Indemnification Proceedings. If any proceeding shall be
            brought or asserted against any Person entitled to indemnity
            hereunder (an "Indemnified Party"), such Indemnified Party shall
            promptly notify the party or parties from which such indemnity is
            sought (the "Indemnifying Party" or "Indemnifying Parties", as
            applicable) in writing; provided, that the failure to so notify the
            Indemnifying Parties shall not relieve the Indemnifying Parties from
            any obligation or liability except to the extent (but only to the
            extent) that the Indemnifying Parties have been prejudiced
            materially by such failure.

      The Indemnifying Party shall have the right, exercisable by giving written
notice to an Indemnified Party, within 20 Business Days after receipt of written
notice from such Indemnified Party of such proceeding, to assume, at its
expense, the defense of any such proceeding, provided, that an Indemnified Party
shall have the right to employ separate counsel in any such proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or parties unless: (1) the
Indemnifying Party has agreed to pay such fees and expenses; or (2) the
Indemnifying Party shall have failed promptly to assume the defense of such
proceeding or shall have failed to employ counsel reasonably satisfactory to
such Indemnified Party; or (3) the named parties to any such proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party or any of its affiliates or controlling persons, and such
Indemnified Party shall have been advised by counsel that there may be one or
more defenses available to such Indemnified Party that are in addition to, or in
conflict with, those defenses available to the Indemnifying Party or such
affiliate or controlling person (in which case, if such Indemnified Party
notifies the Indemnifying Parties in writing that it elects to employ separate
counsel at the expense of the Indemnifying Parties, the Indemnifying Parties
shall not have the right to assume the defense and the reasonable fees and
expenses of such counsel shall be at the expense of the Indemnifying Party; it
being understood, however, that, the Indemnifying Party shall not, in connection
with any one such proceeding or separate but substantially similar or related
proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (together with appropriate local counsel) at any
time for such Indemnified Party).

      No Indemnifying Party shall be liable for any settlement of any such
proceeding covered by subsection (a) or (b) above effected without its written
consent, which shall not be unreasonably withheld, but if settled with its
written consent, or if there be a final judgment for the plaintiff in any such
proceeding covered by subsection (a) or (b) above, each Indemnifying Party
jointly and severally agrees, subject to the exceptions and limitations set
forth above, to indemnify and hold harmless each Indemnified Party from and
against any and all Losses by reason of such settlement or judgment. The
Indemnifying Party shall not consent to the entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to each Indemnified Party of a release, in form and

                                       23
<PAGE>

substance reasonably satisfactory to the Indemnified Party, from all liability
in respect of such proceeding for which such Indemnified Party would be entitled
to indemnification hereunder (whether or not any Indemnified Party is a party
thereto).

      (d)   Contribution. If the indemnification provided for in this Section 8
            is unavailable to an Indemnified Party or is insufficient to hold
            such Indemnified Party harmless for any Losses in respect of which
            this Section 8 would otherwise apply by its terms, then each
            applicable Indemnifying Party, in lieu of indemnifying such
            Indemnified Party, shall have a joint and several obligation to
            contribute to the amount paid or payable by such Indemnified Party
            as a result of such Losses, in such proportion as is appropriate to
            reflect the relative fault of the Indemnifying Party, on the one
            hand, and such Indemnified Party, on the other hand, in connection
            with the actions, statements or omissions that resulted in such
            Losses as well as any other relevant equitable considerations. The
            relative fault of such Indemnifying Party, on the one hand, and
            Indemnified Party, on the other hand, shall be determined by
            reference to, among other things, whether any untrue or alleged
            untrue statement of a material fact or omission or alleged omission
            to state a material fact relates to information supplied by such
            Indemnifying Party or Indemnified Party, and the parties' relative
            intent, knowledge, access to information and opportunity to correct
            or prevent any such statement or omission. The amount paid or
            payable by an Indemnified Party as a result of any Losses shall be
            deemed to include any legal or other fees or expenses incurred by
            such party in connection with any proceeding, to the extent such
            party would have been indemnified for such fees or expenses if the
            indemnification provided for in Section 8(a) or 8(b) was available
            to such party.

      The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) were determined by pro rata
allocation or by other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 8(d), a selling Holder shall not
be required to contribute, in the aggregate, any amount in excess of such
Holder's Maximum Contribution Amount. A selling Holder's "Maximum Contribution
Amount" shall equal the excess of (i) the aggregate proceeds received by such
Holder pursuant to the sale of such Registrable Notes or Exchange Notes over
(ii) the aggregate amount of damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission and with respect to which such Holder was entitled to
indemnification hereunder. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of the
Registrable Securities held by each Holder hereunder and not joint.

      The indemnity and contribution agreements contained in this Section 8 are
in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

                                       24
<PAGE>

9.    RULES 144 AND 144A

      The Company covenants that it shall (a) file the reports required to be
filed by it (if so required) under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to file such
reports, it will, upon the written request of any Holder of Registrable Notes,
make publicly available other information necessary to permit sales pursuant to
Rule 144 and 144A and (b) take such further action as any Holder may reasonably
request in writing, all to the extent required from time to time to enable such
Holder to sell Registrable Notes without registration under the Securities Act
pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request
of any Holder, the Company shall deliver to such Holder a written statement as
to whether it has complied with such information and requirements.

10.   UNDERWRITTEN REGISTRATIONS OF REGISTRABLE NOTES

      If any of the Registrable Notes covered by any Shelf Registration is to be
sold in an Underwritten Offering, the investment banker or investment bankers
and manager or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable Notes
included in such offering; provided, however, that such investment banker or
investment bankers and manager or managers must be reasonably acceptable to the
Company.

      No Holder of Registrable Notes may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

11.   MISCELLANEOUS

      (a)   Remedies. Subject to Section 4(c), the Company agrees that monetary
            damages may not be adequate compensation for any loss incurred by
            reason of a breach by the Company of any of the provisions of this
            Agreement and that the Holders may be entitled to specific
            performance in respect of such breach.

      (b)   No Inconsistent Agreements. The Company has not entered, as of the
            date hereof, and shall not enter, after the date of this Agreement,
            into any agreement with respect to any of its securities that is
            inconsistent with the rights granted to the Holders of Registrable
            Notes in this Agreement or otherwise conflicts with the provisions
            hereof. .

      (c)   Adjustments Affecting Registrable Notes. The Company shall not,
            directly or indirectly, take any action with respect to the
            Registrable Notes as a class that would adversely affect the ability
            of the Holders to include such Registrable Notes in a registration
            undertaken pursuant to this Agreement.

                                       25
<PAGE>
      (d)   Amendments and Waivers. The provisions of this Agreement may not be
            amended, modified or supplemented, and waivers or consents to
            departures from the provisions hereof may not be given, otherwise
            than with the prior written consent of the Holders of not less than
            a majority in aggregate principal amount of the then outstanding
            Registrable Notes in circumstances that would adversely affect any
            Holders of Registrable Notes; provided, however, that Section 8 and
            this Section 11(d) may not be amended, modified or supplemented
            without the prior written consent of each Holder. Notwithstanding
            the foregoing, a waiver or consent to depart from the provisions
            hereof with respect to a matter that relates exclusively to the
            rights of Holders of Registrable Notes whose securities are being
            tendered pursuant to the Exchange Offer or sold pursuant to a Notes
            Registration Statement and that does not directly or indirectly
            affect, impair, limit or compromise the rights of other Holders of
            Registrable Notes may be given by Holders of at least a majority in
            aggregate principal amount of the Registrable Notes being tendered
            or being sold by such Holders pursuant to such Notes Registration
            Statement.

      (e)   Notices. All notices and other communications provided for or
            permitted hereunder shall be made in writing by hand delivery,
            registered first-class mail, next-day air courier or telecopier:

            (i)   if to a Holder of Registrable Notes or to any Participating
                  Broker-Dealer, at the most current address of such Holder or
                  Participating Broker-Dealer, as the case may be, set forth on
                  the records of the registrar of the Notes, with a copy in like
                  manner to the Initial Purchaser as follows:

                         Jefferies & Company, Inc.
                         11100 Santa Monica Boulevard, 10th Floor
                         Los Angeles, CA  90025
                         Facsimile No.:
                         Attention:  Lloyd H. Feller, Esq.

                  with a copy to:

                        Mayer, Brown, Rowe & Maw LLP
                        1675 Broadway
                        New York, New York  10019
                        Facsimile No.:  (212) 262-1910
                        Attention:  Ronald S. Brody, Esq.

            (ii)  if to the Initial Purchaser, at the address specified in
                  Section 11(e)(1);

            (iii) if to the Company, as follows:

                       Viskase Companies, Inc.
                       625 Willowbrook Centre Parkway

                       Willowbrook, Illinois  60527

                                       26
<PAGE>

                     Facsimile No.: (630) 455-2155
                     Attention:  Jon Weber, Chief Executive Officer

                     with a copy to:

                     Jenner & Block LLC
                     One IBM Plaza
                     Chicago, IL  60611
                     Facsimile No.: (312) 527-0484
                     Attention: Thomas A. Monson, Esq

      All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the United States mail; one Business Day after being timely
delivered to a next-day air courier guaranteeing overnight delivery; and when
receipt is acknowledged by the addressee, if telecopied.

      Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under the
Indenture at the address specified in such Indenture.

      (f)   Successors and Assigns. This Agreement shall inure to the benefit of
            and be binding upon the successors and assigns of each of the
            parties hereto, including, without limitation and without the need
            for an express assignment, subsequent Holders of Securities.

      (g)   Counterparts. This Agreement may be executed in any number of
            counterparts and by the parties hereto in separate counterparts,
            each of which when so executed shall be deemed to be an original and
            all of which taken together shall constitute one and the same
            agreement.

      (h)   Headings. The headings in this Agreement are for convenience of
            reference only and shall not limit or otherwise affect the meaning
            hereof.

      (i)   Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
            ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
            PRINCIPLES OF CONFLICT OF LAW. EACH PARTY HERETO HEREBY IRREVOCABLY
            SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
            COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR
            ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
            NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
            OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITS AND
            IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
            JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO IRREVOCABLY
            WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
            APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR
            HEREAFTER HAVE TO THE

                                       27
<PAGE>

            LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
            ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
            PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
            INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS, TO THE
            FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE
            SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
            ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED
            OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ADDRESS PROVIDED FOR SUCH
            PARTY UNDER SECTION 11(C) HEREOF, SUCH SERVICE TO BECOME EFFECTIVE
            30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
            ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
            TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER
            PARTY IN ANY OTHER JURISDICTION.

      (j)   Severability. If any term, provision, covenant or restriction of
            this Agreement is held by a court of competent jurisdiction to be
            invalid, illegal, void or unenforceable, the remainder of the terms,
            provisions, covenants and restrictions set forth herein shall remain
            in full force and effect and shall in no way be affected, impaired
            or invalidated, and the parties hereto shall use their best efforts
            to find and employ an alternative means to achieve the same or
            substantially the same result as that contemplated by such term,
            provision, covenant or restriction. It is hereby stipulated and
            declared to be the intention of the parties that they would have
            executed the remaining terms, provisions, covenants and restrictions
            without including any of such that may be hereafter declared
            invalid, illegal, void or unenforceable.

      (k)   Securities Held by the Company or Its Affiliates. Whenever the
            consent or approval of Holders of a specified percentage of
            Securities is required hereunder, Securities held by the Company or
            its affiliates (as such terms are defined in Rule 405 under the
            Securities Act) shall not be counted in determining whether such
            consent or approval was given by the Holders of such required
            percentage.

      (l)   Third Party Beneficiaries. Holders and Participating Broker-Dealers
            are intended third party beneficiaries of this Agreement and this
            Agreement may be enforced by such Persons.

      (m)   Entire Agreement. This Agreement, together with the Purchase
            Agreement, the Indenture and the Collateral Agreements, is intended
            by the parties as a final and exclusive statement of the agreement
            and understanding of the parties hereto in respect of the subject
            matter contained herein and therein and any and all prior oral or
            written agreements, representations, or warranties, contracts,
            understanding, correspondence, conversations and memoranda between
            the Initial Purchaser on the one hand and the Company on the other,
            or between or among any agents, representatives, parents,
            subsidiaries, affiliates, predecessors in

                                       28
<PAGE>

            interest or successors in interest with respect to the subject
            matter hereof and thereof are merged herein and replaced hereby.

                                       29
<PAGE>

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

                            VISKASE COMPANIES, INC.

                            By: /s/ Gordon S. Donovan
                                Name: Gordon S. Donovan
                                Title:  Vice President

ACCEPTED AND AGREED TO:
JEFFERIES & COMPANY, INC.

By: /s/ Andrew Whittaker
    Name: Andrew Whittaker
    Title: Vice Chairman

                                              DEBT REGISTRATION RIGHTS AGREEMENT

                                       30