Document/Exhibit Description Pages Size
1: 10-K Viskase Companies, Inc. 10-K 83 446K
2: EX-2 Amendment to Purchase Agreement 7 22K
3: EX-2 Plan of Reorganization 14 84K
4: EX-10 Amendment to Employment Agreement 3 14K
5: EX-10 Amendment to Employment Agreement 3 13K
7: EX-10 Forbearance Agreement 3 14K
6: EX-10 Management Incentive Plan 7 22K
8: EX-10 Side Letter Agreement 17 54K
9: EX-99 Certification of CEO 1 7K
10: EX-99 Certification of CFO 1 7K
UNITED STATES BANKRUPTCY COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
-----------------------------------------
In re
VISKASE COMPANIES, INC., Chapter 11
Debtor.
-----------------------------------------
DEBTOR'S PREPACKAGED PLAN OF REORGANIZATION AS MODIFIED
Viskase Companies, Inc. ("Viskase" or the "Debtor"), along with its Co-
Proponents, Viskase Corporation, Viskase Holding Corporation and Viskase
Sales Corporation, jointly propose the following prepackaged plan of
reorganization pursuant to the provisions of Chapter 11 of the Bankruptcy
Code, 11 U.S.C. Sections 101 through 1330.
ARTICLE I
DEFINITIONS
Unless the context otherwise requires, the following terms shall have the
following meanings when used in initially capitalized form in this Plan. Such
meanings shall be equally applicable to both the singular and plural forms of
such terms. Any term used in initial capitalized form in this Plan that is
not defined herein but that is used in Title 11 of the United States Code
shall have the meaning assigned to such term in the Bankruptcy Code. Share
numbers and prices stated in this Plan are not adjusted for a contemplated
100 to 1 reverse split of Old Common Stock that may be implemented prior to
the Effective Date.
1.01. Administrative Expense or Administrative Claim means an
administrative expense or Claim under section 503 of the Bankruptcy Code that
is entitled to priority under section 507(a)(1) of the Bankruptcy Code,
including, without limitation, the actual, necessary costs and expenses of
preserving the Debtor's estates and operating the business of the Debtor,
including wages, salaries and commissions for services, compensation for
legal and other services and reimbursement of expenses awarded under section
330(a) or 331 of the Bankruptcy Code, and all fees and charges assessed
against the estate under Chapter 123 of Title 28 of the United States Code,
28 U.S.C. Section 1930, rendered after the commencement of the Reorganization
Case.
1.02. Allowed means when used with respect to any Claim or Equity
Interest, a Claim (a) to the extent it is not a Contested Claim, or (b) a
Contested Claim, proof of which was filed with the Bankruptcy Court, and (i)
as to which no objection was filed by the Objection Deadline, unless such
Claim is to be determined in a forum other than the Bankruptcy Court, in
which case such Claim shall not become allowed until determined by Final
Order of such other forum and allowed by a Final Order of the Bankruptcy
Court, or (ii) as to which an objection was filed by the Objection Deadline
to the extent allowed by a Final Order.
1.03. Avoidance Action means any and all avoidance or recovery actions
under sections 502(d), 542, 544, 545, 547, 548, 549, 550, 551 and 553 of the
Bankruptcy Code.
1.04. Bankruptcy Code means Title 11 of the United States Code, as
amended.
1.05. Bankruptcy Court or Court means the United States Bankruptcy Court
for the Northern District of Illinois, Eastern Division, or such other court
that exercises jurisdiction over the Reorganization Case, including a United
States District Court which withdraws the reference of the Reorganization
Case pursuant to 28 U.S.C. Section 157(d).
1.06. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure, as
amended, promulgated under 28 U.S.C. Section 2075 and the local rules of the
Bankruptcy Court, as applicable from time to time, to the Reorganization
Case.
1.07. Business Day means any day except Saturday, Sunday or any other day
on which commercial banks in Illinois or New York are authorized by law to
close.
1.08. Certificate of Merger means the certificate of merger pursuant to
which Viskase Corporation will be merged with and into Reorganized Viskase on
the Effective Date, which certificate of merger shall be substantially in the
form set forth in the Reorganization Documents.
1.09. Claim means a claim (as defined in section 101(5) of the Bankruptcy
Code) against the Debtor.
1.10. Claimant means a holder of an Allowed Claim.
1.11. Class means a category of holders of Claims or Equity Interests
described in Article III hereof that are substantially similar to the other
Claims or Equity Interests in such class.
1.12. Collateral means any property, or interest in property, of the
Estate of Viskase subject to a Lien to secure the payment or performance of a
Claim, which Lien is not subject to avoidance or otherwise invalid under the
Bankruptcy Code or other applicable law.
1.13. Confirmation or Confirmation of the Plan means the entry by the
Bankruptcy Court of an Order confirming the Plan.
1.14. Confirmation Date means the date on which the Bankruptcy Court
enters an order confirming the Plan.
1.15. Confirmation Hearing means the hearing which will be held before the
Bankruptcy Court in which the Debtor will seek Confirmation of the Plan.
1.16. Confirmation Order means the order confirming the Plan pursuant to
section 1129 of the Bankruptcy Code.
1.17. Contested means when used with respect to a Claim, a Claim (i) that
is listed in the Debtor's Schedules as disputed, contingent, or unliquidated,
(ii) that is listed in the Debtor's Schedules as undisputed, liquidated, and
not contingent and as to which a proof of claim has been filed with the
Bankruptcy Court, to the extent the proof of claim exceeds the scheduled
amount, (iii) that is not listed in the Debtor's Schedules, but as to which a
proof of claim has been filed with the Bankruptcy Court and as to which a
timely objection has been filed, or (iv) that is not listed in the Debtor's
schedules and as to which no timely proof of claim has been Filed.
1.18. Co-Proponents means Viskase Corporation, Viskase Holding Corporation
and Viskase Sales Corporation, in their capacity as co-proponents with the
Debtor of the Plan.
1.19. Debtor means Viskase Companies, Inc.
1.20. Debtor-in-Possession means the Debtor, when acting in its capacity
as representative of the Estate prior to Confirmation.
1.21. Disbursing Agent means Reorganized Viskase, which shall hold and
disburse the New Secured Notes to be disbursed pursuant to the Plan.
1.22. Disclosure Statements means the disclosure statement, as it may be
supplemented, amended or modified from time to time, for solicitation of
ballots from holders of Old Notes and Old Shares, respectively, in connection
with this Plan.
1.23. Disputed Claims means any Claim which has not become an Allowed
Claim as of the Effective Date.
1.24. Disputed Claims Reserve means a reserve of cash, New Common Stock,
New Secured Notes, Warrants and/or other Distributions under the Plan,
established herein for, among other things, the payment or other satisfaction
of Disputed Claims that become Allowed Claims after the Effective Date, which
reserve shall be held in trust for the benefit of the holders of Disputed
Claims.
1.25. Distributions means the distribution to be made in accordance with
the Plan of, as the case may be: (a) cash, (b) New Common Stock, (c) New
Secured Notes, (d) Warrants, (e) Restricted Stock and (f) any other
distributions to holders of Claims under the terms and provisions of the
Plan.
1.26. D&O Releasees means all officers, directors, employees, attorneys,
financial advisors, accountants, investment bankers, agents and
representatives of the Debtor and the Subsidiaries, but in each case only in
their capacity as such and only if serving in such capacity on the Petition
Date and the Effective Date; provided that any such party serving in such
capacity on the Petition Date but who is terminated without cause prior to
the Effective Date shall still be considered a "D&O Releasee" hereunder.
1.27. Effective Date means a date selected by the Debtor that is no more
than 10 Business Days following the date on which all conditions to
consummation set forth in Section 8.01 of the Plan have been satisfied.
1.28. Equity Interest means, as of the Petition Date, any capital stock or
other ownership interest in Viskase, whether or not transferable, and any
option, call, warrant or right to purchase, sell or subscribe for an
ownership interest or other equity security in Viskase, including, but not
limited to, (i) the Old Common Stock, (ii) redemption, conversion, exchange,
voting, participation, dividend rights and liquidation preferences relating
to such Old Common Stock and (iii) the Old Stock Options.
1.29. Estate means the estate of the Debtor created by section 541 of the
Bankruptcy Code upon the commencement of the Reorganization Case.
1.30. Filed means filed with the Bankruptcy Court.
1.31. Final Order means an order entered by the Bankruptcy Court or any
other court having jurisdiction over the subject matter and the parties as to
which (a) no appeal or certiorari proceeding has been commenced or is still
pending, and (b) the time for filing a notice of appeal or petition for
certiorari shall have expired.
1.32. GECC means General Electric Capital Corporation.
1.33. GECC Lease means that certain Lease Agreement, as amended, dated as
of December 18, 1990, between The Connecticut National Bank (n/k/a State
Street Bank and Trust Company), as owner trustee, and Viskase Corporation, as
Lessee.
1.34. GECC Sale/Leaseback Transaction means that certain transaction
between Viskase Corporation and GECC whereby Viskase Corporation sold four
domestic cellulosic casings production and finishing facilities to The
Connecticut National Bank (n/k/a State Street Bank and Trust Company), as
owner trustee for GECC, and Viskase Corporation agreed to lease the
facilities from The Connecticut National Bank for a 15-year term.
1.35. GECC Sale/Leaseback Transaction Documents means all of the
documents, as such documents may be amended from time to time, which reflect
the GECC Sale/Leaseback Transaction, including but not limited to (a) that
certain Participation Agreement, dated as of December 18, 1990, among Viskase
Corporation as lessee, Envirodyne Industries, Inc. as guarantor, GECC as
owner participant and The Connecticut National Bank (n/k/a State Street Bank
and Trust Company), as owner trustee, (b) that certain Lease Agreement, dated
as of December 18, 1990, between The Connecticut National Bank (n/k/a State
Street Bank and Trust Company), owner trustee, and Viskase Corporation,
lessee, (c) that certain Ground Lease, dated as of December 18, 1990, between
Viskase Corporation, ground lessor, and The Connecticut National Bank (n/k/a
State Street Bank and Trust Company), ground lessee, (d) that certain Ground
Sublease, dated as of December 18, 1990, between The Connecticut National
Bank (n/k/a State Street Bank and Trust Company), ground sublessor, and
Viskase Corporation, ground sublessee, (e) that certain Facility Support
Agreement, dated as of December 18, 1990, between Viskase Corporation and The
Connecticut National Bank (n/k/a State Street Bank and Trust Company), owner
trustee, and (f) that certain Guaranty Agreement, dated as of December 18,
1990, between Clear Shield National, Inc., Envirodyne Industries, Inc.,
Sandusky Plastics, Inc., Sandusky Plastics of Delaware, Inc. and Viskase
Sales Corporation, guarantors, and The Connecticut National Bank (n/k/a State
Street Bank and Trust Company), owner trustee and GECC, owner participant.
1.36. GECC Security Agreement means that certain Security Agreement, dated
as of July 28, 2000, made by Viskase Holding Corporation, Viskase Companies,
Inc., Viskase Corporation, and Viskase Sale Corporation in favor of State
Street Bank and Trust Company (f/k/a The Connecticut National Bank) and
General Electric Capital Corporation.
1.37. GECC Subordination Agreement means the Subordination Agreement to
be entered into by GECC, State Street, and Wells Fargo Bank Minnesota,
National Association, effective as of the Effective Date, in the form as
filed with this Court on December 20, 2002.
1.38. Intercompany Claims means all Allowed Claims held by the
Subsidiaries.
1.39. Lien has the meaning ascribed to such term in section 101(37) of the
Bankruptcy Code (but a lien that has or may be avoided pursuant to an
Avoidance Action shall not constitute a Lien).
1.40. Management Agreements means (i) the Amended and Restated Employment
Agreement, dated March 27, 1996, as amended, between F. Edward Gustafson and
Viskase, (ii) the Employment Agreement dated August 30, 2001, and the Letter
of Credit Agreement dated April 9, 2002, among F. Edward Gustafson, Viskase
and Viskase Corporation, (iii) the Employment Agreement, dated November 29,
2001, among Gordon S. Donovan, Viskase and Viskase Corporation and (iv) the
Employment Agreement, dated November 29, 2001, among Kimberly K. Duttlinger,
Viskase and Viskase Corporation.
1.41. Management Group means the management and other employees who will
receive Restricted Stock under the Restricted Stock Plan.
1.42. New Common Stock means the shares of common stock, par value $0.01
per share, of Reorganized Viskase, to be authorized by Reorganized Viskase on
the Effective Date.
1.43. New Indenture Trustee means Wells Fargo Bank Minnesota, National
Association, the trustee under the New Secured Notes Indenture.
1.44. New Secured Notes means the $60,000,000 in aggregate principal
amount of 8% Senior Secured Subordinated Notes due 2008 to be issued by
Reorganized Viskase to holders of Allowed Claims in Class 5 pursuant to and
in accordance with the terms set forth in Article VI of the Plan, the form of
which New Secured Notes will be included with the Reorganization Documents.
1.45. New Secured Notes Indenture means the trust indenture governing the
New Secured Notes to be entered into between Reorganized Viskase and the New
Indenture Trustee, on the Effective Date, which indenture shall be
substantially in the form set forth in the Reorganization Documents.
1.46. Objection Deadline means the first Business Day that is more than
180 days after the Effective Date.
1.47. Old Common Stock means the common stock of Viskase, par value $0.01
per share, authorized and outstanding on the Petition Date, including all
rights, claims and interests attendant thereto.
1.48. Old Indenture Trustee means Bankers Trust Company, the trustee under
the Old Notes Indenture.
1.49. Old Notes means the 10 1/4% Senior Notes due 2001 that are currently
outstanding and that were issued by Envirodyne Industries, Inc. (n/k/a
Viskase Companies, Inc.) under the Old Notes Indenture.
1.50. Old Notes Indenture means the Indenture, dated as of December 31,
1993, between Viskase and Bankers Trust Company, as Trustee, relating to the
Old Notes.
1.51. Old Shares means, collectively: shares of the Old Common Stock.
1.52. Old Stock Options means the stock options issued by Viskase under
the Stock Option Plan and any other options, warrants or other rights to
purchase Old Common Stock, whenever granted.
1.53. Order means an order of the Bankruptcy Court.
1.54. Paying Agent means Wells Fargo Bank Minnesota, National Association.
1.55. Person means an individual, a corporation, a partnership, an
association, a joint stock company, a joint venture, an estate, a trust, an
unincorporated organization, a government, or any political subdivision
thereof, or other entity.
1.56. Petition Date means the date Viskase filed its petition for relief
commencing the Reorganization Case.
1.57. Plan means this Joint Prepackaged Plan of Reorganization of the
Debtor under Chapter 11 of the Bankruptcy Code, as it may be amended or
modified by the Debtor from time to time in accordance with the Plan, the
Bankruptcy Code and the Bankruptcy Rules.
1.58. Priority Non-Tax Claim means any Claim which, if Allowed, would be
entitled to priority under section 507(a) of the Bankruptcy Code, other than
an Administrative Claim or a Priority Tax Claim.
1.59. Priority Tax Claim means a Claim of a governmental unity of the kind
specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.
1.60. Record Date means the record date for determining an entitlement to
receive Distributions under the Plan on account of Allowed Claims, which
shall be the Confirmation Date.
1.61. Reorganization Case means the above-captioned case in the Bankruptcy
Court.
1.62. Reorganization Documents means the Certificate of Merger, the
Certificate of Incorporation and Bylaws of Reorganized Viskase, the Warrant
Agreement, the New Secured Notes Indenture and related security and
subordination agreements, the form of New Secured Notes, the Restricted Stock
Plan and all other documents necessary to effectuate this Plan, which
documents shall be filed by the Debtor with the Bankruptcy Court not later
than twenty (20) days before the commencement of the Confirmation Hearing.
1.63. Reorganized Viskase or Reorganized Debtor means Viskase (and any
successor thereto by merger, consolidation or otherwise) on and after the
occurrence of the Effective Date.
1.64. Restricted Stock Plan means the plan to be adopted by Reorganized
Viskase on the Effective Date, pursuant to which approximately 16 million
shares of New Common Stock1 will be issued to the Management Group on the
Effective Date, and an additional 17 million shares of New Common Stock will
be reserved for issuance, subject to the restrictions on transfer, vesting
provisions, and other terms and conditions set forth in such plan, which
restricted stock plan shall be substantially in the form set forth in the
Reorganization Documents.
1.65. Restricted Stock means the shares of New Common Stock to be issued
pursuant to and subject to the restrictions set forth in the Restricted Stock
Plan.
1.66. Rights Agreement means the Rights Agreement, dated as of June 26,
1996, as amended, between Envirodyne Industries, Inc. (n/k/a Viskase
Companies, Inc.) and Harris Trust and Savings Bank, as Rights Agent, pursuant
to which the board of directors of Viskase declared a dividend of one Stock
Right for each outstanding share of Common Stock. The Stock Rights are
attached to and automatically trade with the outstanding shares of the Old
Common Stock.
1.67. Schedules means the schedules of assets and liabilities, schedules
of executory contracts and the statement of financial affairs that the Debtor
is required to file pursuant to section 521 of the Bankruptcy Code, the
Official Bankruptcy Forms and the Bankruptcy Rules.
1.68. Secured Claim means a Claim that is secured by a lien on property
in which the Estate has an interest or that is subject to setoff under
section 553 of the Bankruptcy Code, to the extent of the value of the Claim
Holder's interest in the Estate's interest in such property or to the extent
of the amount subject to setoff, as applicable, as determined pursuant to
section 506(a) of the Bankruptcy Code, subject to the provisions of section
1111(b)(2) of the Bankruptcy Code, if applicable.
1.69. Stock Option Plan means the Viskase Companies, Inc. 1993 Stock
Option Plan, as amended and restated, which provides for the granting of
incentive and nonqualified stock options to employees, officers and
directors. Pursuant to the Stock Option Plan, all of the Old Stock Options
were granted at prices at or above the fair market value on the date of grant
and have vested.
1.70. Stock Rights means the rights issued by Viskase under the Rights
Agreement.
1.71. Subsidiaries means each of Viskase Corporation, Viskase Holding
Corporation and Viskase Sales Corporation.
1.72. Unsecured Claim means any Claim that is not an Administrative
Claim, Priority Non-Tax Claim, Priority Tax Claim or Secured Claim.
----------------------------
1 Such shares, together with the 17 million additional shares reserved for
issuance, will represent approximately 5.838% of the issued and outstanding
shares of New Common Stock on a fully diluted basis as of the effective date.
1.73. Unsecured Deficiency Claim means, with reference to a Claim secured
by a Lien against Collateral, an amount equal to the difference between (a)
the aggregate amount of such Claim after giving effect to the operation of
section 1111(b)(1)(A) of the Bankruptcy Code and (b) the amount of such Claim
that is a Secured Claim; provided, however, that, in the event that the Class
in which such Secured Claim is classified makes the election under section
1111(b)(2) of the Bankruptcy Code in accordance with Rule 3014 of the
Bankruptcy Rules, the Unsecured Deficiency Claim otherwise relating to such
Secured Claim shall be extinguished. An Unsecured Deficiency Claim is a
General Unsecured Claim.
1.74. Warrants means a number of warrants of Reorganized Viskase equal to
2.71% of the number of shares of New Common Stock to be issued and
outstanding upon effectiveness of the Plan on a fully diluted basis, which
entitle the holders thereof for each warrant so held to purchase one share of
New Common Stock for a purchase price of $10.00 per share, which warrants are
to be issued by Reorganized Viskase on the Effective Date pursuant to the
Warrant Agreement and this Plan.
1.75. Warrant Agreement means that certain warrant agreement between
Reorganized Viskase and a warrant agent to be determined prior to the
Effective Date, to be executed as of the Effective Date, regarding the
issuance of the Warrants, which warrant agreement shall be substantially in
the form set forth in the Reorganization Documents.
ARTICLE II
UNCLASSIFIED CLAIMS
2.01. Administrative Claims. Each holder of an Allowed Administrative
Claim, except for any Allowed Secured Claim, will receive from Reorganized
Viskase cash equal to the unpaid portion of such Allowed Administrative Claim
on the later of (a) the Effective Date, and (b) as soon as practicable after
such Claim becomes an Allowed Administrative Claim; provided, however, that
Administrative Claims that represent liabilities incurred by the Debtor in
the ordinary course of its business during the Reorganization Case may be
assumed by Reorganized Viskase and paid in the ordinary course of business in
accordance with the terms and conditions of any agreements relating thereto.
2.02. Priority Tax Claims. Unless otherwise agreed to by the parties,
each holder of an Allowed Priority Tax Claim will receive from Reorganized
Viskase deferred cash payments over a period not exceeding six years from the
date of assessment of such Allowed Priority Tax Claim. Payments will be made
in annual installments, with the first payment due on the later of (a) the
first anniversary of the Effective Date, and (b) the date on which such
Priority Tax Claim becomes an Allowed Claim, and subsequent payments to be
made on each anniversary of the first payment date, together with interest
accrued from the next preceding payment date at the rate of 5% per annum on
the unpaid portion of the Allowed Claim; provided, however, that any
installments remaining unpaid on the date which is six years after the date
of assessment of the Priority Tax Claim upon which the Allowed Claim is based
will be paid on the first Business Day following such date, together with any
accrued or unpaid interest to that date; and provided further, that
Reorganized Viskase reserves the right to pay any such Priority Tax Claim, or
any remaining balance of any such Priority Tax Claim, in full at any time on
or after the Effective Date, at its option, without premium or penalty. If
there is any dispute over the rate of interest to be paid to the holder of a
Priority Tax Claim under this section, such dispute shall be resolved by the
Bankruptcy Court on or prior to the Confirmation Date.
ARTICLE III
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
3.01. Summary
For purposes of all confirmation issues, including, without limitation,
voting, confirmation and distribution, except as otherwise provided herein,
all Claims against Viskase (except for Administrative Claims and Priority Tax
Claims) and Equity Interests in Viskase are classified as follows:
Class Type of Claim or Equity Treatment
Interest
----- ----------------------- -------------------------
Class 1 Priority Non-Tax Claims Unimpaired - deemed to have accepted
the Plan and not entitled to vote
Class 2 Secured Claims Unimpaired - deemed to have accepted
the Plan
Class 3 General Unsecured Claims Unimpaired - deemed to have accepted
the Plan
Class 4 Old Note Claims Impaired - entitled to vote; voted to
accept the Plan
Class 5 Old Shares Impaired - entitled to vote
3.02. Class 1 - Priority Non-Tax Claims. Class 1 consists of all
Priority Non-Tax Claims against the Debtor.
3.03. Class 2 - Secured Claims. Class 2 consists of all Secured Claims
against the Debtor, secured by security interests in or liens upon property
of the Debtor, including, but not limited to, Claims secured by mortgages,
mechanics' or materialmen's liens, artisan's liens, or of miscellaneous
personal property such as office furniture, telephone systems, copiers and
mailing equipment. Each Class 2 miscellaneous Secured Claim shall be treated
for all purposes of the Plan as a separate Class.
3.04. Class 3 - General Unsecured Claims. Class 3 consists of all
Unsecured Claims against the Debtor, including but not limited to any
Intercompany Claims, except for those Unsecured Claims in Classes 1 or 4.
3.05. Class 4 - Old Note Claims. Class 4 consists of all Claims that the
holders and beneficial owners of the Old Notes have against the Debtor
arising out of or relating to the Old Notes.
3.06. Class 5 - Old Shares. Class 5 consists of all Old Shares.
ARTICLE IV
TREATMENT OF CLASSES NOT IMPAIRED UNDER PLAN
4.01. Class 1 - Priority Non-Tax Claims. Unless otherwise agreed to by
the parties, each holder of an Allowed Claim in Class 1 will be paid the
Allowed amount of such Claim in full in cash by Reorganized Viskase on or
before the later of (a) the Effective Date, and (b) the date such Claim
becomes an Allowed Claim.
4.02. Class 2 - Secured Claims. Each holder of an Allowed Secured Claim
against Viskase will be deemed to be classified in a separate Class and will
be treated as follows: Each holder of an Allowed Secured Claim against
Viskase shall, at the sole option of Viskase or Reorganized Viskase, as the
case may be, receive on the Effective Date on account of its Allowed Secured
Claim (a) treatment as provided under section 1124(2) of the Bankruptcy Code,
with any cash payments required under section 1124(2) of the Bankruptcy Code
being made on the Effective Date; or (b) such holder's Collateral. If the
holder of an Allowed Secured Claim receives treatment as provided in (a)
above, such holder shall retain the Liens securing the Allowed Secured Claim
until paid in full. Any Unsecured Deficiency Claim relating to an Allowed
Secured Claim against Viskase shall be treated as a Class 3 General Unsecured
Claim. Notwithstanding the foregoing, Viskase or Reorganized Viskase, as the
case may be, and any holder of an Allowed Secured Claim may agree to any
alternate treatment of such Secured Claim, which treatment may include
preservation of such holder's Lien; provided, however, that such treatment
shall not provide a return to such holder having a present value in excess of
the amount of such holder's Allowed Secured Claim. Any such agreement between
Viskase and the holder of such Claim shall be subject to the approval of the
Bankruptcy Court.
4.03. Class 3 - General Unsecured Claims. Unless otherwise agreed to by
the parties, the legal, equitable and contractual rights of each holder of an
Allowed Unsecured Claim in any subclass of Class 3 will either (a) not be
altered by the Plan, or (b) at the option of Reorganized Viskase will be
treated in any other manner that will result in such Allowed Unsecured Claim
being deemed unimpaired under section 1124 of the Bankruptcy Code.
4.04. Unimpaired Classes. By virtue of the foregoing provisions of this
Article IV, the Claims in Classes 1, 2 and 3 are not impaired under the Plan,
and each such Class is conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code.
ARTICLE V
TREATMENT OF CLASSES IMPAIRED UNDER PLAN
5.01. Class 4 - Old Notes. On the Effective Date, the holders of Allowed
Claims in Class 4 shall receive in full satisfaction of their Class 4 Claims
for each $1,000 principal amount of Old Notes: (i) $367.96271 principal
amount of New Secured Notes; and (ii) 63.4122 shares of New Common Stock.
5.02. Class 5 - Old Shares. On the Effective Date, the certificates
evidencing any and all Equity Interests will be canceled, and the holders of
any Old Shares shall receive, in full and final satisfaction of such Equity
Interest, such holders' pro rata share of the Warrants.
5.03. Impaired Classes. By virtue of the foregoing provisions of Article
V, the Claims in Classes 4 and 5 are impaired under the Plan. And each such
Class is entitled to vote to accept or reject the Plan.
5.04. Non-consensual Confirmation. In the event that any of Classes 4 or
5 fail to accept the Plan, Viskase reserves its right (i) to modify the Plan
in accordance with Section 10.04 of the Plan and (ii) to request that the
Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the
Bankruptcy code notwithstanding such lack of acceptance by finding that the
Plan provides fair and equitable treatment to any impaired Class of Claims
and Old Shares voting to reject the Plan.
ARTICLE VI
MEANS FOR EXECUTION OF PLAN
6.01. Merger of Viskase Corporation and Reorganized Viskase. On the
Effective Date, the Reorganized Debtor shall take all steps necessary to
effect the merger of Viskase Corporation with and into Reorganized Viskase
including, without limitation, the filing of the Certificate of Merger with
the Secretary of State of the State of Delaware.
6.02. Amendment to Certificate of Incorporation; Rights Agreement. On
the Effective Date, the Amended and Restated Certificate of Incorporation of
Viskase Companies, Inc. shall be further amended and restated in the form
included with the Reorganization Documents and shall provide, among other
things, for the authorization of 950 million shares of New Common Stock. The
Rights Agreement shall be canceled by Viskase on or before the Confirmation
Date.
6.03. New Secured Notes. On the Effective Date, Reorganized Viskase
shall issue the New Secured Notes, and enter into the New Secured Notes
Indenture. New Secured Notes shall be distributed only in whole dollar
amounts, rounded to the nearest whole dollar.
6.04. Cancellation of Old Notes and Old Notes Indenture. On the
Effective Date, the Old Notes and the Old Notes Indenture, shall be
terminated and canceled. To the extent that the Old Indenture Trustee has
valid liens on the distributions made with respect to the Old Notes, no
provision of the Plan shall be construed as avoiding such liens, provided,
however, that such liens shall not attach to the proceeds of any distribution
made to the holders of the Old Notes pursuant to the Plan.
6.05. Rights of Old Indenture Trustee Under Old Notes Indenture. The Old
Indenture Trustee shall receive full compensation in cash from Reorganized
Viskase on the Effective Date for services rendered prior to the Effective
Date. Upon payment to the Old Trustee in accordance with this paragraph,
distributions to the holders of Allowed Claims in Class 4 pursuant to Section
6.03 hereof shall be free of any lien or claim asserted by the Old Indenture
Trustee.
6.06. Rights of New Indenture Trustee Under New Secured Notes Indenture.
On the Effective Date, the New Indenture Trustee shall receive compensation
on a reasonable basis from Reorganized Viskase for services to be rendered
from and after the Effective Date in effectuating the distribution of New
Secured Notes as contemplated by the Plan to the holders of Allowed Claims in
Class 4. The New Indenture Trustee shall be indemnified by Reorganized
Viskase for any loss, liability or expense incurred by it in connection with
the performance of such duties to the extent and in the manner as provided in
the New Secured Notes Indenture.
6.07. Cancellation of Equity Interests. Except to the extent
specifically provided otherwise in the Plan, on the Effective Date, all
existing Equity Interests shall, without any further action, be canceled,
annulled and extinguished and any certificates representing such Equity
Interests shall be null and void and (ii) the Stock Option Plan shall be
terminated.
6.08. Distributions under the Plan. On the Effective Date or such later
date that Distributions are required to be made on account of Allowed Claims,
Viskase or Reorganized Viskase, as the case may be, shall make, or shall make
adequate reserve for, the Distributions required to be made to all holders of
Claims (whether or not Allowed) under the Plan. Cash necessary to make the
Distributions required under the Plan shall be provided from all excess Cash
of Viskase or Reorganized Viskase (if any) or any other source. All
Distributions reserved pursuant to this Section shall be held by Viskase or
Reorganized Viskase, in trust, for the benefit of the holders of Claims
entitled to received such Distributions. Viskase or Reorganized Viskase will
place cash Distributions reserved under the Plan in a separate segregated
account.
6.09. Restricted Stock Plan. On the Effective Date, the Restricted Stock
Plan shall be adopted and an aggregate of approximately 385,310 shares of
Restricted Stock shall be distributed to the Management Group in such amounts
and in accordance with the terms set forth in the Restricted Stock Plan and
any agreements entered into thereunder between Reorganized Viskase and the
members of the Management Group, and approximately an additional 274,690
shares will be reserved for future issuance.
6.10. Officers and the Board of Directors of Reorganized Viskase.
Subject to any requirement of Bankruptcy Court approval pursuant to section
1129(a)(5) of the Bankruptcy Code, as of the Effective date, the initial
officers of Reorganized Viskase shall be the officers of Viskase immediately
prior to the Effective Date. The initial board of directors of Reorganized
Viskase shall consist of five (5) directors, such directors to be the
company's Chief Executive Officer and four (4) persons to be designated by
the holders of a majority in aggregate principal amount of Old Notes. A list
setting forth the identities of the five (5) members of the board of
directors for Reorganized Viskase, shall be Filed in a submission to the
Bankruptcy Court as part of the Reorganization Documents or otherwise prior
to the Effective Date. Each such officer and director shall serve from and
after the Effective Date pursuant to the terms of the Certificate of
Incorporation and Bylaws of Reorganized Viskase and applicable law.
6.11. Management Agreements. On the Effective Date, the Management
Agreements shall be assumed by Reorganized Viskase.
6.12. Continuation of Business. On and after the Effective Date,
Reorganized Viskase shall continue to engage in Viskase's business.
6.13. Substantial Consummation. Substantial consummation of the Plan
under section 1101(2) of the Bankruptcy Code shall not be deemed to occur,
the Chapter 11 Case shall remain open and not be deemed fully administered,
and no final decree closing this Chapter 11 Case shall be entered pursuant to
section 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, until the
Effective Date, at the earliest.
6.14. Securities Law Matters. It is an integral and essential element of
this Plan that the issuance to holders of Allowed Claims of New Secured
Notes, New Common Stock and the Warrants pursuant to this Plan, and the
subsequent exercise of the Warrants by such holders or transferees to
purchase the securities issuable thereunder, shall be exempt from
registration under the Securities Act, pursuant to section 1145 of the
Bankruptcy Code. Any such securities issued to an "affiliate" of Reorganized
Viskase within the meaning of the Securities Act or any Person Reorganized
Viskase reasonably determines to be an "underwriter," and which does not
agree to resell such securities only in "ordinary trading transactions,"
within the meaning of section 1145 (b)(1) of the Bankruptcy Code shall be
subject to such transfer restrictions and bear such legends as shall be
appropriate to ensure compliance with the Securities Act. Subject to
applicable laws and rules, it is contemplated that Rule 144 under the
Securities Act shall be available to any such "affiliate" that is not
otherwise such an "underwriter" for purposes of permitting resales of such
securities. Nothing in the Plan is intended to preclude the Securities and
Exchange Commission from exercising its police and regulatory powers relating
to Viskase or any other entity.
ARTICLE VII
DISTRIBUTIONS UNDER THE PLAN
7.01. Timing of Distributions. If any payment or act under the Plan is
required to be made or performed on a date that is not a Business Day, then
the making of such payment or the performance of such act may be completed on
the next succeeding Business Day, but shall be deemed to have been completed
as of the required date.
7.02. Delivery of Distributions; Unclaimed Distributions. Subject to
Bankruptcy Rule 9010, and except as otherwise provided herein, Distributions
to holders of Allowed Claims shall be made at the address of each of such
holders as set forth in the Schedules Filed with the Bankruptcy Court unless
superseded by the address set forth on proofs of Claim Filed by such holders
(or at the last known address of such holders if no proof of Claim is Filed
or if Viskase has been notified in writing of a change of address). If any
Distribution to any holder of an Allowed Unsecured Claim is returned as
undeliverable, Viskase or Reorganized Viskase shall use reasonable efforts to
determine the current address of such holder, but no Distribution to any such
holder shall be made unless and until Viskase or Reorganized Viskase has
determined the then current address of such holder, at which time such
Distribution to such holder shall be made to such holder without interest.
Amounts in respect of any undeliverable Distributions made through
Reorganized Viskase shall be returned to and held, in trust, by Reorganized
Viskase until such Distributions are claimed. Cash, New Secured Notes, New
Common Stock, Warrants and other Distributions that are not claimed by the
expiration of the later of one year from the Effective Date or one year from
the date such Claim becomes an Allowed Claim shall be deemed unclaimed
property under section 347(b) of the Bankruptcy Code and shall revest in
Reorganized Viskase (and, shall be subject to redistribution, as appropriate,
in accordance with the provisions of Articles IV and V of the Plan, as
applicable). After the expiration of the one year period referenced in the
two preceding sentences, the claim of any holder to such Distributions shall
be discharged and forever barred. Nothing contained in the Plan shall require
Viskase or Reorganized Viskase to attempt to locate any holder of an Allowed
Claim.
7.03. Special Delivery Restrictions Regarding Class 4 Claims of Holder of
Old Notes. As a condition to receiving Distributions under the Plan, each
holder of an Allowed Class 4 Claim must surrender its Old Note to the Paying
Agent. Any holder of an Allowed Class 4 Claim that fails either to (a)
surrender such Old Note or (b) execute and deliver an affidavit of loss
reasonably satisfactory to the Paying Agent before the first anniversary of
the Effective Date shall be deemed to have forfeited all rights and claims
with respect to the Distributions relating to such Old Note and Allowed Class
4 Claim and may not participate in any Distribution under the Plan with
respect thereto.
7.04. Record Date for Distributions to Holders of Claims. Except as
otherwise provided in a Final Order that is not subject to any stay, the
transferees of Claims that are transferred pursuant to Bankruptcy Rule 3001
on or prior to the Record Date will be treated as the holders of such Claims
for all purposes, notwithstanding that any period provided by Bankruptcy Rule
3001 for objecting to such transfer has not expired by the Record Date. For
each Distribution, on the close of business on the Record Date related to
such Distribution, the records for transfer of the Old Notes or any other
Claims shall be closed and Viskase, Reorganized Viskase and the Paying Agent
shall have no obligation to recognize, and shall not recognize, any transfer
of Old Notes or other Claims occurring after that date.
7.05. Time Bar to Cash Payments by Check. Checks issued by Viskase or
Reorganized Viskase on account of Allowed Claims shall be null and void if
not negotiated within ninety (90) days after the date of issuance thereof.
Requests for reissuance of any check shall be made in writing directly to
Reorganized Viskase by the holder of the Allowed Claim with respect to which
such check originally was issued on or before the later of the first
anniversary of the Effective Date and the first anniversary of the date on
which the Claim at issue became an Allowed Claim. After such dates, all
Claims in respect of void checks shall be discharged and forever barred, and
the proceeds of such checks shall revest in and become the property of
Reorganized Viskase and subject to redistribution, as appropriate, in
accordance with the provisions of Articles IV and V of the Plan.
7.06. Manner of Cash Payments Under the Plan. Cash payments made
pursuant to the Plan shall be in United States dollars by checks drawn on a
domestic bank selected by Reorganized Viskase or by wire transfer from a
domestic bank, at the option of Reorganized Viskase.
7.07. Disputed Claims Reserves. On the Effective Date or such later date
that Distributions are required to be made on account of Allowed Claims, and
after making all Distributions required to be made on any such date under the
Plan, Reorganized Viskase shall establish a separate Disputed Claims Reserve
for each Class of Claims that contains Disputed Claims, each of which
Disputed Claims Reserves shall be administered by Reorganized Viskase.
Reorganized Viskase shall reserve the Ratable Proportion of all Cash, New
Common Stock, Warrants, or other Distributions allocated for each Disputed
Claim, or such amount as may be agreed by the holder of such Disputed Claim
and Reorganized Viskase (or, prior to the Effective Date, Viskase) liable on
such Claim, or as may otherwise be determined by order of the Bankruptcy
Court. All Cash, New Common Stock, Warrants or other Distributions, as
applicable, allocable to the relevant Class hereunder shall be distributed by
Reorganized Viskase to the relevant Disputed Claims Reserve on the Effective
Date or such later date that Distributions are required to be made on account
of Allowed Claims. Each Disputed Claims Reserve shall be closed and
extinguished by Reorganized Viskase upon its determination that all
Distributions and other dispositions of Cash, Common Stock, New Warrants or
other Distributions required to be made under the Plan have been made in
accordance with the terms of the Plan. Upon closure of a Disputed Claims
Reserve, all Cash, New Common Stock, Warrants and other Distributions held in
such Disputed Claims Reserve shall be subject to redistribution, as
appropriate, in accordance with the provisions of Articles IV and V of the
Plan.
7.08. Limitations upon Funding of Disputed Claims Reserves. Reorganized
Viskase is solely responsible for the Disputed Claims Reserves relating to
the Claims against Reorganized Viskase and no other entity shall have any
duty to fund such Disputed Claims Reserves.
7.09. Tax Requirements for Income Generated by Disputed Claims Reserves.
Reorganized Viskase shall pay, or cause to be paid, out of the funds held in
any of its Disputed Claims Reserves, any tax imposed by any federal, state or
local taxing authority on the income generated by the funds or property held
in such Disputed Claims Reserve. Reorganized Viskase shall file, or cause to
be Filed, any tax or information return related to its Disputed Claims
Reserves that is required by any federal, state or local taxing authority.
7.10. Estimation of Claims. Viskase and Reorganized Viskase may, at any
time, request that the Bankruptcy Court estimate any contingent or
unliquidated Claim for which Viskase is liable under the Plan, including any
Claim for taxes, to the extent permitted by section 502(c) of the Bankruptcy
Code regardless of whether Viskase or Reorganized Viskase have previously
objected to such Claim or whether the Bankruptcy Court has ruled on any such
objection, and the Bankruptcy Court shall retain jurisdiction to estimate any
Claim at any time during litigation concerning any objection to any Claim,
including during the pendency of any appeal relating to any such objection.
In the event that the Bankruptcy Court estimates any contingent or
unliquidated Claim, that estimated amount shall constitute either the Allowed
amount of such Claim or a maximum limitation on such Claim, as determined by
the Bankruptcy Court. If the estimated amount constitutes a maximum
limitation on such Claim, Viskase or Reorganized Viskase may elect to pursue
supplemental proceedings to object to any ultimate allowance of such Claim.
All of the aforementioned Claims objection, estimation and resolution
procedures are cumulative and not necessarily exclusive of one another.
Claims may be estimated and subsequently compromised, settled, withdrawn or
resolved by any mechanism approved by the Bankruptcy Court.
7.11. Distributions After Effective Date. Distributions made after the
Effective Date shall be deemed to have been made on the Effective Date.
7.12. Fractional Shares. Notwithstanding any other provision of the Plan
to the contrary, no fractional shares shall be issued pursuant to the Plan.
Whenever any payment of a fraction of a share under the Plan would otherwise
be required, the actual Distribution made shall reflect a rounding of such
fraction down to the nearest whole share.
7.13. Fractional Cents. Notwithstanding any other provision of the Plan
to the contrary, no payment of fractional cents shall be made pursuant to the
Plan. Whenever any payment of a fraction of a cent under the Plan would
otherwise be required, the actual Distribution made shall reflect a rounding
of such fraction to the nearest whole penny (up or down), with half cents or
more being rounded up and fractions less than half of a cent being rounded
down.
7.14. De Minimis Distributions. Notwithstanding anything to the contrary
contained in the Plan, Reorganized Viskase shall not be required to
distribute, and shall not distribute, Cash to the holder of an Allowed Claim
if the amount of Cash to be distributed on account of such Claim is less than
$100. Any holder of an Allowed Claim on account of which the amount of Cash
to be distributed is less than $100 shall have such Claim discharged and
shall be forever barred from asserting any such Claim against Viskase,
Reorganized Viskase or their respective property. Any Cash not distributed
pursuant to this provision shall be the property of Reorganized Viskase, free
of any restrictions thereon.
7.15. Interest on Claims. Except as specifically provided for in the
Plan or the Confirmation Order, interest shall not accrue on Claims, and no
holder of a Claim shall be entitled to interest accruing on or after the
Petition Date on any Claim. Interest shall not accrue or be paid on any
Disputed Claim in respect of the period from the Petition Date to the date a
final Distribution is made thereon if and after such Disputed Claim becomes
an Allowed Claim. Except as expressly provided herein, no Prepetition Claim
shall be Allowed to the extent that it is for postpetition interest or other
similar charges.
7.16. No Distribution in Excess of Allowed Amount of Claim.
Notwithstanding anything to the contrary herein, no holder of an Allowed
Claim shall receive in respect of such Claim any Distribution in excess of
the Allowed Amount of such Claim.
7.17. Ordinary Course Liabilities. Except as specifically provided for
in the Plan, holders of Claims against Viskase (other than Claims for
Professional Fees) based on Liabilities incurred after the Petition Date in
the ordinary course of Viskase's business shall not be required to file any
request for payment of such Claims. Such Claims shall be assumed and paid by
Reorganized Viskase in the ordinary course of business of Reorganized
Viskase, in accordance with the terms and subject to the conditions of any
agreements governing, instruments evidencing or other documents relating to,
the transaction underlying such Claims, without any further action by the
holders of such Claims.
7.18. Setoffs. Except as otherwise provided in the Plan, Viskase or
Reorganized Viskase, as the case may be, may, but shall not be required to,
set off against any Claim and the Distributions to be made pursuant to the
Plan in respect of such Claim, any Claims of any nature whatsoever that
Viskase may have against the holder of such Claim, but neither the failure to
do so nor the allowance of any Claim under the Plan shall constitute a waiver
or release by Viskase or Reorganized Viskase of any right of setoff that
either may have against the holder of such Claim.
7.19. Payment of Taxes on Distributions Received Pursuant to Plan. All
Persons and Entities that receive Distributions under the Plan shall be
responsible for reporting and paying, as applicable, taxes on account of such
Distributions.
ARTICLE VIII
CONDITIONS PRECEDENT
8.01. Conditions to Consummation. A condition to consummation of the
Plan is that: (a) the Confirmation Order shall have become effective under
Bankruptcy Rule 7062 and shall not have been vacated or stayed; (b) the
Debtor shall have received any and all United States or foreign government
statutory, regulatory, or antitrust approvals or consents; and (c) the Debtor
shall have entered into a working capital facility (the "Working Capital
Facility") in the principal amount of $25 million in form and substance
reasonably satisfactory to GECC.
ARTICLE IX
EFFECTS OF PLAN CONFIRMATION
9.01. Discharge. Except as otherwise expressly provided in the Plan, the
confirmation of the Plan shall immediately discharge the Debtor from any
Claim and any "debt" (as that term is defined in section 101(12) of the
Bankruptcy Code) that arose before the Confirmation Date, and the Debtor's
liabilities in respect thereof shall be extinguished completely, whether
reduced to judgment or not, liquidated or unliquidated, contingent or
noncontingent, asserted or unasserted, fixed or not, matured or unmatured,
disputed or undisputed, legal or equitable, known or unknown, that arose from
any agreement of the Debtor entered into or obligation of the Debtor incurred
before the Confirmation Date, or from any conduct of the Debtor prior to the
Confirmation Date, or that otherwise arose before the Confirmation Date,
including, without limitation, all interest, if any, whether such interest
accrued before or after the date of commencement of the Reorganization Case,
and from any liability of a kind specified in sections 502(g), 502(h) and
502(i) of the Bankruptcy Code, whether or not a proof of claim is Filed or
deemed Filed under section 501 of the Bankruptcy Code, such claim is allowed
under section 502 of the Bankruptcy Code, or the holder of such Claim has
accepted the Plan.
9.02. Injunction. Except as may be provided in the Confirmation Order,
as of the Effective Date, all entities that have held, currently hold or may
hold a Claim or other debt or liability that is discharged or an Equity
Interest or other right of an equity security holder that is terminated
pursuant to the terms of the Plan shall be permanently enjoined from taking
any of the following actions on account of any such discharged Claims, debts
or liabilities or terminated Equity Interests or rights: (a) commencing or
continuing in any manner, any action or other proceeding against Reorganized
Viskase or its property, (b) enforcing, attaching, collecting or recovering
in any manner, any judgment, award, decree or order against Reorganized
Viskase or its property, (c) creating, perfecting or enforcing any lien or
encumbrance against Reorganized Viskase or its property, (d) asserting a
setoff, right of subrogation or recoupment of any kind against any debt,
liability or obligation due to Reorganized Viskase or its property, and (e)
commencing or continuing any action, in any manner or in any place, that does
not comply with, or is inconsistent with, the provisions of the Plan.
9.03. Revesting. Except as otherwise expressly provided in the Plan, on
the Effective Date, Reorganized Viskase will be vested with all of the
property of its Estate, regardless of whether scheduled by the Debtor,
including, without limitation, all causes of action of any kind whatsoever
not otherwise released pursuant to the terms of this Plan, free and clear of
all claims, liens, encumbrances, charges and other interests of creditors and
equity security holders, and may operate its business free of any
restrictions imposed by the Bankruptcy Code or by the Court; provided,
however, that the Debtor shall continue as debtor-in-possession under the
Bankruptcy Code until the Effective Date, and, thereafter, Reorganized
Viskase may operate its business free of any restrictions imposed by the
Bankruptcy Code or the Court.
9.04. Retention of Jurisdiction. Notwithstanding entry of the
Confirmation Order or the Effective Date having occurred, the Court will
retain jurisdiction (a) to determine any Disputed Claims, (b) determine
requests for payment of Claims entitled to priority under section 507(a)(1)
of the Bankruptcy Code, including compensation and reimbursement of expenses
of parties entitled thereto, (c) to resolve controversies and disputes
regarding interpretation and implementation of the Plan, (d) to enter orders
in aid of the Plan,
including, without limitation, appropriate orders (which may include contempt
or other sanctions) to protect Reorganized Viskase, (e) to modify the Plan
pursuant to Section 9.06 of the Plan, (f) to determine any and all
applications, Claims, adversary proceedings and contested or litigated
matters pending on the Effective Date, (g) to allow, disallow, estimate,
liquidate or determine any Claim against the Debtor and to enter or enforce
any order requiring the filing of any such Claim before a particular date,
(h) to determine any and all pending applications for the rejection or
disaffirmance of executory contracts or leases, and to hear and determine,
and if need be to liquidate, any and all Claims arising therefrom, and (i) to
enter a final decree closing the Reorganization Case.
9.05. Releases. On the Effective Date, the Debtor shall waive, release
and forever discharge all persons and entities from any preference claims
that the Debtor-in-Possession may be entitled to bring against such parties
pursuant to section 547 of the Bankruptcy Code.
9.06. Limited Release by the Debtor and Reorganized Viskase. For good
and valuable consideration, including the service of the D&O Releasees to
facilitate the expeditious reorganization of the Debtor and the
implementation of the restructuring contemplated by the Plan, the D&O
Releasees, on and after the Effective Date, are released by the Debtor and
Reorganized Viskase from any and all Claims, obligations, rights, suits,
damages, causes of action, remedies and liabilities whatsoever, whether known
or unknown, foreseen or unforeseen, existing or hereafter arising, in law,
equity or otherwise, that the Debtor or any Subsidiary, or any person
claiming derivatively through or on behalf of the Debtor or any Subsidiary
would have been legally entitled to assert in their own right (whether
individually or collectively) or on behalf of the holder of any Claim or
Equity Interest or other Person, based in whole or in part upon any act or
omission, transaction, agreement, event or other occurrence taking place on
or before the Effective Date; provided, however, that this release will not
apply to any Claims arising from the gross negligence or willful misconduct
of a D&O Releasee.
9.07. Limited Release by Holders of Claims. For good and valuable
consideration, including the service of the D&O Releasees to facilitate the
expeditious reorganization of the Debtor and the implementation of the
restructuring contemplated by the Plan, on and after the Effective Date each
holder of a Claim (a) who has accepted or is deemed to accept the Plan or (b)
who may be entitled to receive a distribution of property in connection with
the Plan (in each case regardless of whether a proof of claim was filed,
whether or not Allowed and whether or not the holder of such Claim has voted
on the Plan) shall be deemed to have unconditionally released the D&O
Releasees from any and all Claims, obligations, rights, suits, damages,
causes of action, remedies and liabilities whatsoever, including any
derivative claims on behalf of the Debtor, whether known or unknown, foreseen
or unforeseen, existing or hereafter arising, in law, equity or otherwise,
that such Person would have been legally entitled to assert (whether
individually or collectively), based in whole or in part upon any act or
omission, transaction, agreement, event or other occurrence taking place on
or before the Effective Date in any way relating or pertaining to (w) the
purchase or sale, or the rescission of a purchase or sale, of any security of
the Debtor, (x) the Debtor or Reorganized Viskase, (y) the Debtor's chapter
11 case, or (z) the negotiation, formulation and preparation of the Plan, or
any related agreements, instruments or other documents; provided, however,
that nothing contained in this Section 9.07 shall be deemed to constitute a
release by holders of Equity Interests, except to the extent allowed under
section 1125(e) of the Bankruptcy Code with respect to solicitation of
acceptances of the Plan.
9.08. Paying Agent. The Paying Agent shall act as the disbursement and
exchange agent under the Plan. The Paying Agent shall make each required
distribution by the date stated in the Plan with respect to such
disbursement. Any disbursement required to be made on the Effective Date
shall be deemed to be made as soon as practicable after such date and, in any
event, within thirty (30) days after such date. At the option of Reorganized
Viskase, disbursements may be made in cash, by wire transfer or by a check
drawn on a domestic bank. Disbursement of New Secured Notes shall be made by
the issuance and delivery of such New Secured Notes, in global or
certificated form as provided in the New Notes Indenture.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01. Executory Contracts. On the Confirmation Date, all executory
contracts, including, without limitation, unexpired leases of the Debtor will
be assumed in accordance with the provisions of section 365 and section 1123
of the Bankruptcy Code with such assumption to become effective on the
Effective Date, except for (i) any and all executory contracts which are the
subject of separate motions Filed pursuant to section 365 of the Bankruptcy
Code by the Debtor prior to the commencement of the hearing on confirmation
of the Plan, and (ii) any and all such contracts rejected prior to entry of
the order confirming the Plan. Contracts entered into after the Petition Date
will be performed by Reorganized Viskase in the ordinary course of business.
10.02. Modification of Plan. The Debtor reserves the right, in
accordance with the Bankruptcy Code, to amend or modify the Plan prior to the
entry of the Confirmation Order. After the entry of the Confirmation Order,
Reorganized Viskase may, upon order of the
Court, amend or modify the Plan in accordance with section 1127(b) of the
Bankruptcy Code, or remedy any defect or omission or reconcile any
inconsistency in the Plan in such manner as may be necessary to carry out the
purpose and intent of the Plan.
10.03. Revocation of Plan. The Debtor reserves the right to revoke and
withdraw the Plan prior to entry of the Confirmation Order. If the Debtor
revokes or withdraws the Plan, or if confirmation of the Plan does not occur,
then, the Plan shall be deemed null and void and nothing contained herein
shall be deemed to constitute a waiver or release of any Claims by or against
the Debtor or any other person or prejudice in any manner the rights of the
Debtor or any Person in any other further proceedings involving the Debtor.
10.04. Headings. The headings used in this Plan are inserted for
convenience only and neither constitute a portion of the Plan nor in any
manner affect the provisions of the Plan.
10.05. Successors and Assigns. The rights, benefits and obligations of
any Person named or referred to in the Plan will be binding upon, and will
inure to the benefit of, the heir, executor, administrator, successor or
assign of such Person.
VISKASE COMPANIES, INC.
/s/Gordon S. Donovan
----------------------------------------
Name: Gordon S. Donovan
Title: Vice President and Chief Financial Officer
Dated: Chicago, Illinois
March 18, 2003
Allan S. Brilliant
Paul D. Malek
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY 10005
(212) 530-5000
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/31/03 | | | | | | | 10-Q |
| | 3/18/03 | | 14 |
| For Period End: | | 12/31/02 |
| | 12/20/02 | | 3 | | | | | 8-K |
| | 4/9/02 | | 4 |
| | 11/29/01 | | 4 |
| | 8/30/01 | | 4 |
| | 7/28/00 | | 3 |
| | 6/26/96 | | 5 |
| | 3/27/96 | | 4 | | | | | 10-K |
| | 12/31/93 | | 4 |
| List all Filings |
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