exhibit104form8k0209.htm


    EXHIBIT
10.4

     

    AMENDMENT TO REGISTRATION
RIGHTS AGREEMENTS

     

    


    This
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTS (the “Amendment”) is made
and entered into as of February 17, 2009, by and among ISCO International, Inc.,
a Delaware corporation (the “Company”), Manchester
Securities Corporation, a New York corporation (“Manchester”) and
Alexander Finance, L.P., an Illinois limited partnership (“Alexander” and
together with Manchester, the “Lenders”).

     

    W
I T N E S S E T H:

     

    WHEREAS, on June 22, 2006, the
Company and the Lenders entered into that certain Registration Rights Agreement
(the “2006
Registration Rights Agreement”);

    


    WHEREAS, on June 26, 2007, the
Company and the Lenders entered into that certain Registration Rights Agreement
(the “2007
Registration Rights Agreement”);

    


    WHEREAS, on January 3, 2008,
the Company and Alexander entered into that certain Registration Rights
Agreement (as amended by that certain First Amendment to Registration Rights
Agreement dated as of January 8, 2009 and effective as of January 2, 2009, the
“January 2008
Registration Rights Agreement”);

    


    WHEREAS, on August 18, 2008,
the Company and the Lenders entered into that certain Registration Rights
Agreement (as amended by that certain First Amendment to Registration Rights
Agreement dated as of November 12, 2008, the “August 2008 Registration
Rights Agreement” and together with the 2006 Registration Rights
Agreement, the 2007 Registration Rights Agreement and the January 2008
Registration Rights Agreement, collectively the “Registration Rights
Agreements”); and

    


    WHEREAS, the parties desire to
amend the Registration Rights Agreements to provide for certain changes as more
fully set forth herein.

    


    A
G R E E M E N T:

     

    NOW, THEREFORE, in
consideration of the covenants and agreements herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

    


    1. Definitions.  All
capitalized terms used herein and not defined or amended herein shall have the
meanings ascribed to them in the applicable Registration Rights
Agreement.

    


    2. Amendments.  The
parties hereby agree to amend the Registration Rights Agreements as
follows:

    


    
      	
              a)  

            	
              With
      respect to the 2006 Registration Rights Agreement, replace Section
      2(a)(vi) in its entirety with the
  following:

            


    

    


    “(vi)
Notify each Holder immediately of the issuance by the Commission or any state
securities commission or agency of any stop order suspending the effectiveness
of the Registration Statement or the threat or initiation of any proceedings for
that purpose.  The Company shall use its best efforts to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible time; provided, however, that the
Company shall not be required to use its best efforts to prevent the issuance of
any stop order (or any similar order delisting or suspending the trading of the
Common Stock) to the extent the Purchasers have advised or directed the Company,
in writing, not to expend such efforts.”

    


    
      	
              b)  

            	
              With
      respect to the 2007 Registration Rights Agreement, the January 2008
      Registration Rights Agreement, and the August 2008 Registration Rights
      Agreement, replace Section
      2(a)(vi) in its entirety with the
  following:

            


    

    


    “(vi)
Notify each Holder immediately of the issuance by the Commission or any state
securities commission or agency of any stop order suspending the effectiveness
of the Registration Statement or the threat or initiation of any proceedings for
that purpose.  The Company shall use its best efforts to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible time; provided, however, that the
Company shall not be required to use its best efforts to prevent the issuance of
any stop order (or any similar order delisting or suspending the trading of the
Common Stock) to the extent the Lenders have advised or directed the Company, in
writing, not to expend such efforts.”

    


    
      	
              c)  

            	
              With
      respect to the 2006 Registration Rights Agreement, the 2007 Registration
      Rights Agreement, the January 2008 Registration Rights Agreement and the
      August 2008 Registration Rights Agreement, replace Section
      2(a)(viii) in its entirety with the
  following:

            


    

    


    “(viii)
If applicable, list or quote the Registrable
Securities covered by such Registration Statement with any and all securities
exchange(s) and/or market(s) on which the Common Stock is then listed or quoted,
and prepare and file any required filings with any such exchange(s) or
market(s), if applicable.”

    


    
      	
              d)  

            	
              With
      respect to the 2006 Registration Rights Agreement, the 2007 Registration
      Rights Agreement and the August 2008 Registration Rights Agreement,
      replace Section
      2(b)(ii) in its entirety with the
  following:

            


    

    


    “(ii)
Intentionally Omitted.”

    


    
      	
              e)  

            	
              With
      respect to each of the Registration Rights Agreements, add a new Section
      2(b)(iii)(C) as follow:

            


    

    


    “(C)                           Notwithstanding
anything to the contrary herein, at such time as the Company is no longer
eligible to file a registration statement on Form S-3 or at any time when the
Company is required to update any of its currently effective registration
statements by filing post-effective amendments thereto on Form S-1, the
calculation of days for a determination of a Blackout Period, a Grace Period, or
an Allowable Grace Period shall not include any days during which the relevant
Registration Statement is suspended due to the fact that such Registration
Statement (and any post-effective amendment thereto) is subject to review by the
Commission and the Commission has not yet declared such Registration Statement
and/or any post-effective amendment effective (such period, a “Commission Review
Period”), and no Monthly Delay Payment shall accrue or be payable to any
Holder with respect to any Commission Review Period.”

     

    
      	
              f)  

            	
              With
      respect to each of the Registration Rights Agreements, replace the last
      sentence of Section 2(g) in
      its entirety with the following:

            


    

    


    “This
provision shall not affect the right of Holders to receive Monthly Delay
Payments pursuant to Section 2(b) above, provided, however, that Holders shall
not receive Monthly Delay Payments in the event that the Company or the
Commission has suspended the use of any prospectus used in connection with the
Registration Statement because such suspension is required by the rules and
regulations of the Commission (including, without limitation, a suspension in
effect as a result of a Commission Review Period).  Notwithstanding
the foregoing, in the event the Commission has suspended the use of any
prospectus solely due to the Company’s failure to satisfy reporting obligations
under the 1934 Act (after taking into account all extensions applicable or
available to the Company), the Holders shall be entitled to Monthly Delay
Periods in accordance with the terms of the applicable Registration Rights
Agreement.”

    


    
      	
              g)  

            	
              With
      respect to the 2006 Registration Rights Agreement and the 2007
      Registration Rights Agreement, replace Section 2(h) in
      its entirety with the following:

            


    

    


    “(h) If
the Holders become entitled, pursuant to an event described in clause (ii) and
(iii) of the definition of Registrable Securities, to receive any securities in
respect of Registrable Securities that were already included in a Registration
Statement, subsequent to the date such Registration Statement is declared
effective, and the Company is unable under the securities laws to add such
securities to the then effective Registration Statement, the Company shall
promptly file, in accordance with the procedures set forth herein, an additional
Registration Statement with respect to such newly Registrable
Securities.  The Company shall use its best efforts to (i) cause any
such additional Registration Statement, when filed, to become effective under
the Securities Act, and (ii) keep such additional Registration Statement
effective during the period described in Section 5 below and cause such
Registration Statement to become effective within 90 days of that date that the
need to file the Registration Statement arose.  All of the
registration rights and remedies under this Agreement shall apply to the
registration of the resale of such newly reserved shares and such new
Registrable Securities, including without limitation the provisions providing
for default payments contained herein.”

    


    
      	
              h)  

            	
              With
      respect to each of the Registration Rights Agreements, replace the last
      sentence of Section 2(i) in
      its entirety with the following:

            


    

    


    “In the
case of amendments and supplements to a Registration Statement which are
required to be filed pursuant to this Agreement (including pursuant to Section
2(h) and this Section 2(i)) by reason of the Company filing a report on Form
10-K, Form 10-Q or Form 8-K or any analogous report under the 1934 Act, the
Company shall have incorporated such report by reference into such Registration
Statement, if applicable, or shall file such amendments or supplements with the
SEC either on the same day on which the 1934 Act report is filed which created
the requirement for the Company to amend or supplement such Registration
Statement or as soon as practicable after the day on which such 1934 Act report
is filed.”

    


    
      	
              i)  

            	
              With
      respect to the 2006 Registration Rights Agreement, replace Section 13(c)
      in its entirety with the following:

            


    

    


    “(c)
Notices.  Any
notice or other communication required or permitted to be given hereunder shall
be in writing by facsimile, electronic transmission, mail or personal delivery
and shall be effective upon actual receipt of such notice.  The
addresses for such communications shall be:

     

    to the
Company:

     

    ISCO
International, Inc.

    1001
Cambridge Drive

    Elk Grove
Village, Illinois  60007

    Telephone:  (847)
391-9400

    Facsimile:   (847)
391-5015

    Attention:  Gary
Berger

    E-mail:
gary.berger@iscointl.com

     

    with a
copy to:

     

    McGuireWoods
LLP

    77 West
Wacker Drive

    Suite
4100

    Chicago, Illinois

    Telephone:  (312)
321-7652

    Facsimile:  (312)
698-4585

    Attention:  Scott
L. Glickson, Esq.

    E-mail:
sglickson@mcguirewoods.com

    


    to the
Purchasers:

     

    As set
forth on Schedule I hereto

    


    with a
copy to:

     

    As set
forth on Schedule I hereto

     

    Any party
hereto may from time to time change its address for notices by giving at least
five days’ written notice of such changed address to the other parties
hereto.”

    


    
      	
              j)  

            	
              With
      respect to the 2007 Registration Rights Agreement, replace Section 13(c)
      in its entirety with the following:

            


    

    


    “(c)
Notices.  Any
notice or other communication required or permitted to be given hereunder shall
be in writing by facsimile, electronic transmission, mail or personal delivery
and shall be effective upon actual receipt of such notice.  The
addresses for such communications shall be:

     

    to the
Company:

     

    ISCO
International, Inc.

    1001
Cambridge Drive

    Elk Grove
Village, Illinois  60007

    Telephone:  (847)
391-9400

    Facsimile:   (847)
391-5015

    Attention:  Gary
Berger

    E-mail:
gary.berger@iscointl.com

     

    with a
copy to:

     

    McGuireWoods
LLP

    77 West
Wacker Drive

    Suite
4100

    Chicago, Illinois

    Telephone:  (312)
321-7652

    Facsimile:  (312)
698-4585

    Attention:  Scott
L. Glickson, Esq.

    E-mail:
sglickson@mcguirewoods.com

    


    to the
Lenders:

     

    As set
forth on Schedule I hereto

    


    with a
copy to:

     

    As set
forth on Schedule I hereto

     

    Any party
hereto may from time to time change its address for notices by giving at least
five days’ written notice of such changed address to the other parties
hereto.”

    
 

    3.
Registrable Securities.  Solely to the extent required
by all applicable laws, the Company shall file a post-effective amendment on
Form S-1 to each of its registration statements that (i) were initially filed on
Form S-3, (ii) list one or both of the Lenders as a selling stockholder
thereunder, (iii) include securities of the Company that remain unsold as of the
date of the filing of such post-effective amendment, and (iv) are required to be
filed pursuant to the terms of the applicable Registration Rights Agreements. In
addition to the requirements set forth in the preceding sentence, the Company
and the Lenders agree that by March 10, 2009, the Company and the Lenders shall
mutually agree on a list of the Form S-3 registration statements that will
require the Company to file post-effective amendments on Form S-1. The Company
agrees to satisfy the requirements set forth in this paragraph in accordance
with the applicable time periods set forth in the Registration Rights
Agreements, as amended.

     

    4. Governing
Law.  This Amendment shall be construed in accordance with and
governed by the internal laws of the State of New York, without regard to choice
of laws principles.

     

    5. Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which, when so executed and delivered,
shall be deemed an original, but all of which counterparts together shall
constitute but one agreement.

     

    6. Full Force and
Effect.  Except as specifically modified or amended by the
terms of this Amendment, each of the Registration Rights Agreements and all
provisions contained therein are, and shall continue, in full force and
effect.

     

    7. Separate
Execution.  This Amendment shall be effective with respect to
the Company upon its execution of this Amendment, and this Amendment shall be
effective with respect to each Lender upon such Lender’s execution of this
Amendment, regardless of whether the other Lender has executed the Amendment at
such time.  Furthermore, Manchester shall not be deemed to be (or to
become) a party to (i) the January 2008 Registration Rights Agreement as a
result of this Amendment or (ii) any provisions of this Amendment to the extent
such provisions relate to the January 2008 Registration Rights Agreement, and
Manchester shall not be required to consent to any amendment of the January 2008
Registration Rights Agreement.

     

    {Signature
Page Follows}


    
      
        
           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have caused this Amendment to be duly executed as of the date first
written above.

    
      
         

        
          
            	 	ISCO INTERNATIONAL, INC.
      	 
	 	 	 	 
	
                  	
                    By:
      

                  	/s/ Gary
      Berger 	 
	 	 	Name :
      Gary Berger	 
	 	 	Title :   
      Chief Financial Officer 	 
	 	 	 	 


          

           

          
             

            
              
                	 	MANCHESTER SECURITIES
      CORPORATION	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Elliot
      Greenberg	 
	 	 	Name :
      Elliot Greenberg	 
	 	 	Title  
      : Vice President 	 
	 


              

            

          

           

           

        

        
          
            	 	ALEXANDER FINANCE, L.P.
      	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Bradford
      Whitmore	 
	 	 	Name :
      Bradford Whitmore 	 
	 	 	Title:   
      President of Bun Partners, Inc. 	 
	 	 	            
      General Partner of Alexander Finance, L.P. 	 


          

        

      

    

     

     

     

     

    



    
      
        
          [Signature
Page to Amendment to Registration Rights Agreements]