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Hercules Announces Receipt of Requisite Consents Pursuant to Its Debt Tender Offer



WILMINGTON, DE, MARCH 22, 2006 . . . Hercules Incorporated (NYSE: HPC) today announced that it has received valid tenders from a majority in aggregate principal amount of its outstanding 11⅛% Senior Notes due 2007 (the "Notes") pursuant to the provisions of its tender offer and consent solicitation for any and all of its outstanding Notes. Subject to the satisfaction or waiver of the remaining conditions set forth in the offer to purchase and consent solicitation statement (the "Statement"), the Company currently intends to accept all Notes tendered pursuant to the tender offer and consent solicitation. The Company has also agreed to pay the total consideration, including the consent payment of $20 per $1,000 principal amount of the Notes (which is included in the total consideration described below) to any remaining holders who validly tender their Notes prior to April 5, 2006 (the “Expiration Date”) that have not already done so.

If all conditions to the tender offer and consent solicitation are satisfied or waived, holders who validly tender their Notes on or prior to the Expiration Date will be paid the total consideration for each $1,000 principal amount of the Notes, which is equal to the present value (minus accrued interest) of (a) $1,000 per $1,000 principal amount of the Notes, the amount payable on November 15, 2007, the stated maturity date (the “Maturity Date”) and (b) an amount equal to the interest that would have been paid on the Notes from the date of payment up to and including the Maturity Date, in each case determined on the basis of a yield to the Maturity Date equal to the sum of (i) the yield of a 3.00% U.S. Treasury Note due November 15, 2007, plus (ii) a fixed spread of 50 basis points. In addition, holders who validly tender their Notes in the tender offer will receive accrued and unpaid interest from the last interest payment up to, but not including, the date of payment.

The Company has received the requisite consents to certain proposed amendments to eliminate substantially all of the restrictive covenants in the indenture governing the Notes and certain other provisions. Upon the satisfaction or waiver of the remaining conditions set forth in the Statement, including the receipt of net cash proceeds of at least $100 million from the pending sale of the Company’s 51% interest in FiberVisions Delaware Corporation to SPG/FV Investor LLC, the Company intends to accept the Notes for purchase and payment pursuant to the tender offer and consent solicitation and execute the supplemental indenture effecting the amendments to the indenture.

This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any Notes. The full terms of the tender offer and the consent solicitation are set forth in the Statement and in the related consent and letter of transmittal.

Credit Suisse Securities (USA) LLC ("Credit Suisse") and Wachovia Capital Markets LLC (“Wachovia Securities") are the Dealer Managers and Solicitation Agents for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation should be directed to:

Credit Suisse
Attn: Liability Management Group at (800) 820-1653 (Toll Free) or (212) 325-7596

or

Wachovia Securities
Attn: Liability Management Group at (866) 309-6316 (Toll Free) or (704) 715-8341

Requests for documents should be directed to Mellon Investor Services LLC, the Information Agent for the tender offer and consent solicitation, 480 Washington Boulevard, Jersey City, New Jersey 07310 or (877) 698-6867 (Toll Free).

# # #

Hercules manufactures and markets chemical specialties globally for making a variety of products for home, office and industrial markets. For more information, visit the Hercules website at www.herc.com.

This news release includes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, reflecting management's current analysis and expectations, based on what management believes to be reasonable assumptions. Forward-looking statements may involve known or unknown risks, uncertainties and other factors, which may cause the actual results to differ materially from those projected, stated or implied depending on such factors as: ability to raise capital, ability to refinance, ability to execute divestitures and asset dispositions, and adverse legal and regulatory developments. Accordingly, there can be no assurance that the Company will meet future results, performance or achievements expressed or implied by such forward-looking statements. As appropriate, additional factors are contained in other reports filed by the Company with the Securities and exchange Commission. This paragraph is included to provide safe harbor for forward-looking statements, which are not generally required to be publicly revised as circumstances change, and which the Company does not intend to update.
 

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Media Contact: Investor Contact:
John Riley
jriley@herc.com
(302) 594-6025
Stu Fornoff
sfornoff@herc.com
(302) 594-7151


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