AMENDMENT TO LOAN DOCUMENTS
EXHIBIT
10.1
AMENDMENT TO LOAN
DOCUMENTS
This
AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is dated
as of February 17, 2009, by and among ISCO International, Inc., a Delaware
corporation (the “Company”), Alexander
Finance, L.P., an Illinois limited partnership (“Alexander”), and
Manchester Securities Corporation, a New York corporation (“Manchester” and
together with Alexander, the “Lenders”).
W I T N E S S E T
H
WHEREAS, the Company has
issued notes to and borrowed funds from the Lenders pursuant to a Third Amended
and Restated Loan Agreement, dated November 10, 2004, as amended (the “2004 Loan
Agreement”), a Securities Purchase Agreement, dated June 22, 2006 (the
“2006 Purchase
Agreement”), a 2008 Loan Agreement, dated May 29, 2008 (the “2008 Loan
Agreement”), and an August 2008 Loan Agreement, dated August 18, 2008
(the “August 2008 Loan
Agreement” and together with the 2004 Loan Agreement, the 2006 Purchase
Agreement, and the 2008 Loan Agreement, the “Loan Documents”),
each such agreement by and among Company and the Lenders;
WHEREAS, the parties have
previously amended certain of the Loan Documents pursuant to amendments dated
June 26, 2007, May 29, 2008, and August 18, 2008; and
WHEREAS, the Company has
requested that the Lenders further amend the Loan Documents to provide for
certain changes as more fully set forth herein.
NOW, THEREFORE, in
consideration of the foregoing premises and the covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1.
|
The
Company and the Lenders agree and acknowledge
that:
|
a.
|
Any
suspension of trading of the Company’s common stock on the NYSE Alternext
US or any subsequent delisting or deregistration of the Company’s common
stock by the NYSE Alternext US shall not be deemed to violate, breach or
otherwise constitute a default under Section 4.1(b) of the 2004 Loan
Agreement.
|
b.
|
Any
suspension of trading of the Company’s common stock on the NYSE Alternext
US or any subsequent delisting or deregistration of the Company’s common
stock by the NYSE Alternext US shall not be deemed to violate, breach or
otherwise constitute a default under Section 3.1(b) of the 2006 Purchase
Agreement.
|
c.
|
Any
suspension of trading of the Company’s common stock on the NYSE Alternext
US or any subsequent delisting or deregistration of the Company’s common
stock by the NYSE Alternext US shall not be deemed to violate, breach or
otherwise constitute a default under Section 4.1(b) of the 2008 Loan
Agreement.
|
d.
|
Any
suspension of trading of the Company’s common stock on the NYSE Alternext
US or any subsequent delisting or deregistration of the Company’s common
stock by the NYSE Alternext US shall not be deemed to violate, breach or
otherwise constitute a default under Section 4.1(b) of the August 2008
Loan Agreement.
|
e.
|
Any
suspension of trading of the Company’s common stock on the NYSE Alternext
US or any subsequent delisting or deregistration of the Company’s common
stock by the NYSE Alternext US does not constitute an “Event of Default”
as defined under each of the Loan
Documents.
|
f.
|
Neither
the Company’s execution, delivery and performance of this Amendment nor
any suspension of trading or deregistration of the Company’s common stock
on the NYSE Alternext US or any subsequent delisting of the Company’s
common stock by the NYSE Alternext US violates any material term,
provision or covenant of any agreement that is currently in effect between
the Company and either of Alexander or
Manchester.
|
g.
|
The
August 2008 Loan Agreement is hereby amended by deleting Section 4.5
thereof in its entirety.
|
2. The
Company covenants and agrees that so long as any loans are outstanding pursuant
to any of the Loan Documents and notwithstanding any suspension of trading of
the Company’s common stock on the NYSE Alternext US or any subsequent delisting
or deregistration of the Company’s common stock by the NYSE Alternext US, the
Company shall continue to be registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
shall timely file all required reports under Section 13 or 15(d) of the Exchange
Act (after taking into account all extensions applicable or available to the
Company under Rule 12b-25 promulgated under the Exchange Act).
3. Immediately
following any suspension of trading of the Company’s common stock on the NYSE
Alternext US or any subsequent delisting or deregistration of the Company’s
common stock by the NYSE Alternext US, the Company shall cause its common stock
to be qualified for quotation on the OTC Bulletin Board or the Pink
Sheets.
4. The Loan
Documents, as amended to date, shall remain in full force and effect and all
terms hereof are hereby ratified and confirmed by the Company. Except for
specifically provided herein, all other terms and conditions of the Loan
Documents shall remain in full force and effect, giving effect to all previous
amendments thereto. Except with respect to the Loan Documents,
nothing contained in this Amendment shall be deemed to be or construed as a
waiver or modification of any terms or provisions of any agreement between
Alexander and the Company or Manchester and the Company, or any rights of
Alexander or Manchester arising thereunder as a result of the Company’s
execution, delivery and performance of this Amendment.
5. Any and
all references to any of the Loan Documents and any instrument
previously and now hereafter executed by the Company shall be deemed to refer to
the Loan Documents as amended by this
Amendment and any future amendments hereafter entered into between the
parties.
{Signature
Page Follows}
IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date and year first
written above.
WITNESS: | ISCO INTERNATIONAL, INC. | ||
By:
/s/Evi Sukandi
|
By:
|
/s/ Xxxx Xxxxxx | |
Name: Evi Sukandi | Name : Xxxx Xxxxxx | ||
Title : Chief Financial Officer | |||
ALEXANDER FINANCE, L.P. | |||
|
By:
|
/s/ Xxxxxxxx Xxxxxxxx | |
Name : Xxxxxxxx Xxxxxxxx | |||
Title: President of Bun Partners, Inc. | |||
General Partner of Alexander Finance, L.P. |
MANCHESTER SECURITIES CORPORATION | |||
|
By:
|
/s/ Xxxxxx Xxxxxxxxx | |
Name : Xxxxxx Xxxxxxxxx | |||
Title : Vice President | |||