AMENDMENT NO. 2 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 2 (the "Amendment"), dated as of the 20th day of
December, 2001, to the Rights Agreement dated as of the 26th day of June,
1996 (the "Agreement"), between Envirodyne Industries, Inc., a Delaware
corporation (now known as Viskase Companies, Inc. and hereinafter referred to
as the "Company"), and ▇▇▇▇▇▇ Trust and Savings Bank, an Illinois banking
corporation (the "Rights Agent"), is entered into between the Company and
the Rights Agent, at the direction of the Company.
WHEREAS, the Company and the Rights Agent previously entered into
Amendment No. 1 to Rights Agreement, dated as of October 27, 2001, pursuant
to which the Agreement was amended in certain respects;
WHEREAS, the Company desires to further amend the Agreement, on the
terms set forth in this Amendment;
WHEREAS, on December 20, 2001, the Board of Directors of the Company
approved this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
of the parties contained herein, the parties amend the Agreement as follows:
1. Section 24(a) of the Agreement is hereby amended and restated to
read in its entirety as follows:
"From the date hereof through June 30, 2002, at such time as any
Person becomes an Acquiring Person, all then outstanding Rights
(which shall not include Rights that have become void pursuant to
the provisions of Section 7(e) hereof) shall be automatically
exchanged, without any further action on the part of the Company,
the Rights Agent or any holder of the Rights, for shares of Common
Stock at an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date hereof (such
exchange ratio being hereinafter referred to as the "Exchange
Ratio"). From and after July 1, 2002, the Board of Directors of
the Company may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include Rights
that have become void pursuant to the provisions of Section 7(e)
hereof) for shares of Common Stock at the Exchange Ratio. In the
case of exchanges occurring from and after July 1, 2002,
notwithstanding the immediately preceding sentence, the Board of
Directors shall not be empowered to effect such exchange at any
time after any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or any such
Subsidiary, or any entity holding Common Stock for or pursuant to
the terms of any such plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner of fifty
percent (50%) or more of the Common Stock then outstanding."
2. Section 24(b) of the Agreement is hereby amended and restated to
read in its entirety as follows:
"Immediately (i) upon the exchange of the Rights pursuant to
subsection (a) of this Section 24 occurring from the date hereof
through June 30, 2002 and (ii) upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to subsection (a) of this Section 24 occurring from and
after July 1, 2002, and in either case without any further action
and without any notice, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such Rights
shall be to receive that number of shares of Common Stock equal to
the number of such Rights held by such holder multiplied by the
Exchange Ratio, and to exercise such rights as a stockholder of
the Company in respect of the shares of Common Stock issued in
such exchange. The shares of Common Stock issued in such exchange
shall for all purposes be deemed to be issued and outstanding at
such time as any Person becomes an Acquiring Person, in the case
of exchanges specified in clause (i), or the date of the Board of
Directors action, in the case of exchanges specified in clause
(ii)."
3. This Amendment shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without giving effect
to the conflict of law principles thereof.
4. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
5. Except as expressly modified by this Amendment, all other terms,
conditions and provisions of the Agreement, as previously amended, remain in
full force and effect.
6. This Amendment shall be effective as of the time of its approval
by the Company's Board of Directors, notwithstanding the later approval or
execution hereof by the Rights Agent.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
as of the first date written above.
VISKASE COMPANIES, INC.
By:
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Name:
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Title:
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▇▇▇▇▇▇ TRUST and SAVINGS BANK, as
Rights Agent
By:
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Name:
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Title:
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