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Exhibit 10.2 FIRST AMENDMENT TO NOTE
This FIRST AMENDMENT TO NOTE (the “Amendment”) is made
as of January 8, 2009 and effective as of January 2, 2009, by and
among ISCO International, Inc., a Delaware corporation (the
“Company”), Alexander Finance, L.P., an Illinois
limited partnership (“Alexander”), and solely for
purposes of Sections 4, 5 and 6 of this Amendment,
Manchester Securities Corporation, a New York corporation
(“Manchester”). W I T N E S S E T H:
WHEREAS, on January 3, 2008, the Company issued to Alexander that
certain New Amended and Restated 7% Senior Secured Convertible Note
dated January 3, 2008 (the “Note”); and
WHEREAS, the Company has requested that Alexander amend the Note 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 Company and Alexander 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 Note.
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2.
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The Note is hereby amended as follows:
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a.
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Replace the definition of “Fair Market Price” in its
entirety with the following:
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“ “Fair Market Price” shall mean the closing
price or the closing bid price for the Common Stock on the Trading
Day immediately preceding the date on which the price is being
determined.”
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b.
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Delete the definition of “Market Price” in its
entirety.
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c.
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Delete the definition of “Principal Market” in its
entirety.
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d.
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Replace the definition of “Trading Day” in its
entirety with the following:
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“ “Trading Day” shall mean (x) if the Common
Stock is listed on the New York Stock Exchange, NASDAQ or NYSE
Alternext US, a day on which there is trading on such stock
exchange, or (y) if the Common Stock is not listed on either of
such stock exchanges but sale prices of the Common Stock are
reported on an automated quotation system, a day on which trading
is reported on the principal automated quotation system on which
sales of the Common Stock are reported, or (z) if the foregoing
provisions are inapplicable, a day on which quotations are reported
by National Quotation Bureau Incorporated.”
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e.
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Delete the definition of “VWAP” in its entirety.
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f.
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Replace Section 3(c)(ii)(D) in its entirety with the
following:
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“D. Calculation of Consideration
Received. In case any option is issued in connection
with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific
consideration is allocated to such options by the parties thereto,
then solely for purposes of this Section 3, the options will be
deemed to have been issued for a consideration of
$0.01. If any Common Stock or Convertible Securities
(other than shares or options issued or which may be issued
pursuant to the Incentive Plan up to the Incentive Plan Limit) are
issued or sold or deemed to have been issued or sold for cash, the
consideration received therefor will be deemed to be the gross
amount received by the Company therefor. If any Common
Stock or Convertible Securities (other than shares or options
issued or which may be issued pursuant to the Incentive Plan up to
the Incentive Plan Limit) are issued or sold for a consideration
other than cash, the amount of the consideration other than cash
received by the Company will be the fair value of such
consideration, except where such consideration consists of
marketable securities, in which case the amount of consideration
received by the Company will be the arithmetic average of the Fair
Market Prices of such securities during the ten (10) consecutive
Trading Days ending on the date of receipt of such
securities. The fair value of any consideration other
than cash or securities
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