exhibit101form8k0209.htm


    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/ Gary
      Berger 	 
	 Name:
      Evi Sukandi 	 	Name :
      Gary Berger	 
	 	 	Title :   
      Chief Financial Officer 	 
	 	 	 	 


      

       

    

    
      
        	 	ALEXANDER FINANCE, L.P.
      	 
	 	 	 	 
	
                 

              	
                By:
      

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


      

       

    

    
      
        	 	MANCHESTER SECURITIES
      CORPORATION 	 
	 	 	 	 
	
                 

              	
                By:
      

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