Exhibit 10.1


 


Execution Version


 


WAIVER AND THIRD AMENDMENT

TO TERM LOAN CREDIT AND SECURITY AGREEMENT


 


THIS WAIVER AND
THIRD AMENDMENT TO TERM LOAN CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of November 30,
2018, is by and among Hudson Technologies
Company, a Tennessee corporation (“Hudson Technologies”), HUDSON HOLDINGS, INC., a Nevada
corporation (“Holdings”), and ASPEN REFRIGERANTS, INC. (formerly known as AIRGAS-REFRIGERANTS, INC.),
a Delaware corporation (“ARI” and together with Hudson Technologies, and Holdings, collectively, the “Borrowers”,
and each a “Borrower”), the other Credit Parties hereto, the financial institutions party hereto as lenders
(the “Lenders”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral agent
and administrative agent for the Lenders (in such capacities, the “Agent”). Capitalized terms used herein and
not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).


 


WITNESSETH


 


WHEREAS, the
Borrowers, the other Credit Parties, the Lenders, and the Agent are parties to that certain Term Loan Credit and Security Agreement
dated as of October 10, 2017 (as amended by that Limited Waiver and First Amendment to Term Loan Credit and Security Agreement
and Certain Other Documents, dated as of June 29, 2018 (as amended, the “First Amendment”), that certain Waiver
and Second Amendment to Term Loan Credit and Security Agreement, dated as of August 14, 2018 (as amended, the “Second
Amendment”), and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”);


 


WHEREAS, the
Credit Parties have requested that the Agent and the Lenders (a) waive compliance with the Total Leverage Ratio covenant set forth
in Section 1.1 of the Second Amendment and (b) amend certain provisions of the Credit Agreement, and the Agent and the Lenders
have agreed to grant such waiver and make such amendments, in each case, in accordance with and subject to the terms and conditions
set forth herein.


 


NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


Article
I.


CONSENT


 


1.1       Consent.
Upon the satisfaction of the conditions precedent set forth in Article V hereof, and notwithstanding
anything to the contrary contained in Section 7.17 or Section 7.19 of the Credit Agreement, the Agent and the Required Lenders
hereby consent to the execution and delivery by the Borrowers of that certain Second Amendment, Waiver and Consent to the Revolving
Loan Agreement, dated on or about the date of this Amendment, in the form of Exhibit A annexed hereto (the “Revolving
Loan Amendment”) and the consummation of the transactions contemplated to occur thereunder in accordance with the terms
thereof.


 






     


     


    

 


Article
II.


WAIVER


 


2.1       Waiver
of Second Amendment Total Leverage Ratio. Subject
to the terms and conditions set forth herein, the Agent and the Required Lenders hereby waive the requirement to comply with the
Total Leverage Ratio covenant set forth in Section 1.1 of the Second Amendment.


 


2.2       Effectiveness
of Waivers. The foregoing waivers shall be effective
only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of
Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders
have not been informed by the Credit Parties, (b) affect the right of the Lenders to demand compliance by the Credit Parties with
all terms and conditions of the Credit Agreement and the Other Documents, except as specifically modified or waived by the terms
hereof, (c) be deemed a waiver of any transaction or future action on the part of the Credit Parties requiring the Lenders’
or the Required Lenders’ consent or approval under the Credit Agreement or the Other Documents, or (d) except as waived hereby,
be deemed or construed to be a waiver or release of, or a limitation upon, the Agent’s or the Lenders’ exercise of
any rights or remedies under the Credit Agreement or any Other Document, whether arising as a consequence of any Default or Event
of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.


 


Article
III.

AMENDMENTs TO CREDIT AGREEMENT


 


3.1          Amendments
to Section 1.2 of the Credit Agreement. 


 


(a)       Section
1.2 of the Credit Agreement is hereby amended by adding the following new defined terms in proper alphabetical order:


 


““Business
Recovery Plan” shall have the meaning set forth in Section 6.12(b) hereof.”


 


““Financial
Advisor” shall have the meaning set forth in Section 6.12(a) hereof.”


 


““Liquidity”
shall mean, at any date of determination, unrestricted cash and Cash Equivalents of the Credit Parties on a consolidated basis
as of such date, plus, without duplication, Undrawn Availability as of such date.”


 






     


     


    

 


““September
2019 ECF Repayment Amount” means an amount equal to (x) 100% of Excess Cash Flow for the four fiscal quarter period ending
September 30, 2019 if after giving effect to the payment thereof, the Borrowers have minimum aggregate Undrawn Availability of
at least $35,000,000, (y) 50% of Excess Cash Flow for the four fiscal quarter period ending September 30, 2019 if after giving
effect to the payment thereof, the Borrowers have minimum aggregate Undrawn Availability of at least $15,000,000 but less than
$35,000,000, and (z) 0% of Excess Cash Flow for the four fiscal quarter period ending September 30, 2019 if after giving effect
to the payment thereof, the Borrowers have minimum aggregate Undrawn Availability less than $15,000,000.


 


““Third
Amendment” shall mean that certain Waiver and Third Amendment to Term Loan Credit and Security Agreement dated as of
November 30, 2018, by and among the Borrowers, the other Credit Parties, the Agent, and the Lenders.”


 


““Third
Amendment Effective Date” shall mean November 30, 2018.”


 


(b)       Section
1.2 of the Credit Agreement is hereby amended by deleting the term “Financial Covenant Waiver Period” in its entirety
and substituting the following in lieu thereof:


 


““Financial
Covenant Relief Period” shall mean the period commencing with the fiscal quarter ended June 30, 2018, and concluding
with the fiscal quarter ending December 31, 2019.”


 


3.2          Amendment
to Section 2.2(b) of the Credit Agreement. Section 2.2(b) of the Credit Agreement is hereby
amended by inserting the following proviso at the end of the sixth sentence thereof: “; provided, however,
that no Prepayment Premium or Make-Whole Amount shall be due and payable in connection with any voluntary prepayment of Loans made
pursuant to this Section 2.2(b) during the period from and after the Third Amendment Effective Date.”


 






     


     


    

 


3.3          Amendment
to Section 2.6(a) of the Credit Agreement. Section 2.6(a) of the Credit Agreement is hereby
amended and restated in its entirety to read in full as follows: 


 


(a)       (i)
The Borrowers shall repay the outstanding principal amount of the Loans in quarterly installments on the dates and in the amounts
set forth in the table below, unless accelerated sooner pursuant to Section 11.1:


 


	Payment Dates	 	Principal 
 Amortization Payment	 
	 	 	 	 
	December 31, 2018	 	$	525,000	 
	March 31, 2019	 	$	525,000	 
	June 30, 2019	 	$	525,000	 
	September 30, 2019	 	$	525,000	 
	December 31, 2019	 	$	525,000	 
	March 31, 2020	 	$	525,000	 
	June 30, 2020	 	$	525,000	 
	September 30, 2020	 	$	525,000	 
	December 31, 2020	 	$	525,000	 
	March 31, 2021	 	$	525,000	 
	June 30, 2021	 	$	525,000	 
	September 30, 2021	 	$	525,000	 
	December 31, 2021	 	$	525,000	 
	March 31, 2022	 	$	525,000	 
	June 30, 2022	 	$	525,000	 
	September 30, 2022	 	$	525,000	 
	December 31, 2022	 	$	525,000	 
	March 31, 2023	 	$	525,000	 
	June 30, 2023	 	$	525,000	 
	September 30, 2023	 	$	525,000	 
	Last day of the Term	 	 	Outstanding
 Principal Balance of Loans	 



 


(ii) In addition
to the repayments required under the preceding clause (i), on or before November 14, 2019, the Borrowers shall repay the outstanding
principal amount of the Loans in an amount equal to the September 2019 ECF Repayment Amount, it being understood that the September
2019 ECF Repayment Amount may be reduced by any voluntary prepayments made pursuant to Section 2.2(b) following the Third Amendment
Effective Date.”


 






     


     


    

 


3.4         Amendment
to Section 2.20(d) of the Credit Agreement. Section 2.20(d) of the Credit Agreement is hereby
amended by inserting the following new sentence at the end thereof: 


 


“Notwithstanding
the foregoing, solely with respect to any payment due hereunder with respect to the fiscal year ended December 31, 2019, such payment
shall be calculated based solely on Excess Cash Flow for the fiscal quarter ended December 31, 2019.”


 


3.5         Amendment
to Section 3.4 of the Credit Agreement. Section 3.4 of the Credit Agreement is hereby amended
by amending and restating clause (b) thereof in its entirety to read in full as follows: 


 


“(b)Subject
to the last sentence of this clause (b), in consideration of the agreements of the Agent and the Lenders under the Third Amendment,
in addition to any other fees payable hereunder, the Borrowers agree to pay to Lenders an exit fee equal to five percent (5.00%)
of the outstanding principal balance of the Loans on the Third Amendment Effective Date (the “Exit Fee”), which
Exit Fee shall be fully earned as of the Third Amendment Effective Date, but shall only be payable in full in cash upon the earlier
to occur of (x) this Agreement having been terminated pursuant to Section 12.2 and all Obligations (other than contingent indemnification
and reimbursement obligations for which no claim has been asserted) having been paid in full (whether through a refinancing transaction
or otherwise) (“Repayment in Full”), or (y) any acceleration of the Loans pursuant to Section 11.1 (including,
for the avoidance of doubt, any automatic acceleration as a result of an Event of Default under Section 10.7). Notwithstanding
the foregoing, Lenders hereby agree that: (i) the Exit Fee may be reduced by one-tenth of one percent (0.10%) for every $1,000,000
in voluntary prepayments made pursuant to Section 2.2(b) following the Third Amendment Effective Date but prior to January 1, 2020;
provided, that, in no event shall the Exit Fee be reduced below three percent (3.00%) as a result of any such prepayments,
(ii) payment of the Exit Fee shall be waived in the event that Repayment in Full occurs prior to January 1, 2020, and (iii) the
Exit Fee shall be reduced by an amount equal to fifty percent (50%) of the amount that would otherwise payable in the event that
Repayment in Full occurs on or after January 1, 2020 but prior to March 31, 2020.”


 


3.6         Amendment
to Section 6.5 of the Credit Agreement. Section 6.5 of the Credit Agreement is hereby amended
and restated in its entirety to read in full as follows:


 


“Financial
Covenants.


 


(a)       Total
Leverage Ratio. Maintain, as of the last day of the fiscal quarter ending on each date set forth below, a Total Leverage Ratio
not greater than the maximum ratio set forth in the table below opposite such date.


 


	Date	 	Maximum Total Leverage Ratio
	 	 	 
	June 30, 2018	 	10.15:1.00
	September 30, 2018	 	12.45:1.00
	December 31, 2018	 	12.75:1.00
	March 31, 2019	 	12.95:1.00
	June 30, 2019	 	8.25:1.00
	September 30, 2019	 	6.40:1.00
	December 31, 2019	 	5.70:1.00
	March 31, 2020 and on

the last day of each

fiscal quarter thereafter	 	4.75:1.00


 






     


     


    

 


(b)       Minimum
Liquidity.  Maintain, as of the last day of each month commencing with the month after the Third Amendment Effective
Date, Liquidity of at least $28,000,000.


 


(c)       During
the Financial Covenant Relief Period, without the prior written consent of the Required Lenders, the Credit Parties shall not be
permitted to (x) make Permitted Acquisitions or any other investments under Section 7.4(e) (excluding transactions permitted under
Section 7.10 hereof so long as such transactions are solely among Borrowers and/or Guarantors) and Section 7.4(f), or (y) declare,
pay or make any dividends or distributions on any shares of the common stock or preferred stock of any Credit Party (other than
dividends or distributions payable solely in its stock or rights thereto, or split-ups or reclassifications of its stock), including
Permitted Distributions, or payments in respect of Earn-outs, under Section 7.7.”


 


3.7         Amendment
to Section 6.12 of the Credit Agreement. Section 6.12 of the Credit Agreement is hereby amended
and restated in its entirety to read in full as follows:


 


“Retention
of Advisor; Preparation of Acceptable Contingency Plan.


 


(a) Within
ten (10) Business Days following the Third Amendment Effective Date, the Borrowers shall engage a financial advisor (the “Financial
Advisor”) on terms and conditions mutually satisfactory to the Borrowers and the Required Lenders and shall provide,
among other things, that such Financial Advisor shall assist the Borrowers in the preparation of the Business Recovery Plan (as
defined below). From and after the date of such engagement, the Borrowers agree that the Financial Advisor shall not be terminated,
nor shall such Financial Advisor’s role or responsibilities be materially reduced, without the prior written consent of the
Required Lenders.


 






     


     


    

 


(b) On or
before January 31, 2019, the Borrowers shall deliver to the Agent and the Lenders a report, in form and substance satisfactory
to the Required Lenders, setting forth in detail the Borrowers’ business plan and strategy (the “Business Recovery
Plan”) with respect to, among other things, (x) improving the Credit Parties’ financial condition and results of
operations, and (y) ensuring the Credit Parties’ compliance with the terms and conditions of this Agreement, including, without
limitation, repayment, in full, in cash, of the Obligations on or prior to the last day of the Term. The Borrowers and Required
Lenders shall use their reasonable best efforts to reach an agreement on the form of the Business Recovery Plan prior to January
31, 2019; provided, that, if the Borrowers and the Required Lenders are unable to agree on the form of the Business Recovery Plan
prior to the date on which the Business Recovery Plan is delivered in accordance with this Section 6.12(b), the Required Lenders
shall have ten (10) Business Days to object, in writing, to the form of the Business Recovery Plan as delivered; provided, further,
that the Borrowers shall have five (5) Business Days from the receipt of a written objection, if any, to resolve such objection
to the reasonable satisfaction of the Required Lenders, not to be unreasonably withheld. If the Required Lenders fail to object
to the form of the Business Recovery Plan within ten (10) Business Days from the date of delivery of such plan, the Required Lenders
shall be deemed to have conclusively accepted the form of the Business Recovery Plan as delivered.”


 


3.8         Amendment
to Section 9.9 of the Credit Agreement. Section 9.9 of the Credit Agreement is hereby amended
by adding the following language immediately after the last sentence as follows:


 


“Within
ten (10) days after the end of each month, the Credit Parties shall also furnish to Agent and FS a report (showing bank and book
cash and such other information, and in such form, reasonably satisfactory to FS) demonstrating compliance with Section 6.5(b).”


 


3.9         Amendment
to Section 9.13 of the Credit Agreement. Section 9.13 of the Credit Agreement is hereby amended
by (x) changing the title of such Section to “Bi-Weekly Reporting; Monthly Lender Calls”, and (y) amending and
restating clause (c) thereof to read as follows:


 


“(c)
Not later than the third (3rd) Business Day of each month, the Credit Parties shall cause their senior management to
make themselves available during normal business hours for a telephonic meeting with the Lenders and their advisors to discuss
any information regarding the Credit Parties’ business results and operations reasonably requested by the Lenders.”


 






     


     


    

 


3.10        Amendment
to Section 14.3 of the Credit Agreement. Section 14.3 of the Credit Agreement is hereby amended
by amending and restating clauses (c) and (d) thereof to read as follows: 


 


“(c)
(x) Any Lender that is a FS Entity may, without the consent of the Borrowers or Agent, sell, assign or transfer all or any part
of its rights and obligations under or relating to Loans and Commitments under this Agreement and the Other Documents to any other
FS Entity or one or more additional banks, financial institutions or funds, accounts and clients, in each case, administered, managed,
underwritten or sub-advised by FS or another FS Entity (provided, at the Agent’s written request, such FS Entities shall
provide Agent details thereof) and (y) any Lender, with the written consent of the Agent, which consent shall not be unreasonably
withheld or delayed, may sell, assign or transfer all or any part of its rights and obligations under or relating to Loans and
Commitments under this Agreement and the Other Documents to one or more additional banks, financial institutions, funds or other
entities (each such purchaser under clause (x) or (y), a “Purchasing Lender”), in minimum amounts of not less
than $1,000,000 or the entire remaining amount of Loans, pursuant to a Loan Transfer Supplement, executed by a Purchasing Lender,
the transferor Lender, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording,
from and after the transfer effective date determined pursuant to such Loan Transfer Supplement, (i) Purchasing Lender thereunder
shall be a party hereto and, to the extent provided in such Loan Transfer Supplement, have the rights and obligations of a Lender
thereunder with an Applicable Percentage as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided
in such Loan Transfer Supplement, be released from its obligations under this Agreement, the Loan Transfer Supplement creating
a novation for that purpose. Such Loan Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the
extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Applicable Percentages
arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender
under this Agreement and the Other Documents. Each Credit Party hereby consent to the addition of such Purchasing Lender and the
resulting adjustment of the Applicable Percentages arising from the purchase by such Purchasing Lender of all or a portion of the
rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Credit Party shall execute
and deliver such further documents and do such further acts and things in order to effectuate the foregoing.


 


(d) Any Lender
may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Loans
under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company
or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate
of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee”
and collectively the “Transferees”), pursuant to a Loan Transfer Supplement modified as appropriate to reflect
the interest being assigned (“Modified Loan Transfer Supplement”), executed by any intermediate purchaser, the
Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery,
from and after the transfer effective date determined pursuant to such Modified Loan Transfer Supplement, (i) Purchasing CLO thereunder
shall be a party hereto and, to the extent provided in such Modified Loan Transfer Supplement, have the rights and obligations
of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Loan Transfer Supplement,
be released from its obligations under this Agreement, the Modified Loan Transfer Supplement creating a novation for that purpose.
Such Modified Loan Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary
to reflect the addition of such Purchasing CLO. Each Credit Party hereby consents to the addition of such Purchasing CLO. Each
Credit Party shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing.
No assignment or transfer shall be made to a natural person.”


 






     


     


    

 


Article
IV.

ADDITIONAL AGREEMENTS


 


4.1         Reaffirmation
of Obligations Regarding Lenders’ Financial Advisor and Ongoing Cooperation.
The Credit Parties hereby reaffirm their obligations under Section 3.1 of the First Amendment (as reaffirmed under Section 3.1
of the Second Amendment), including, without limitation the Credit Parties’ obligations with respect to (x) the Lenders’
engagement of FTI Consulting Inc. (“FTI”) as financial advisor, and (y) ongoing cooperation with the Lenders
and their advisors (including FTI) in connection with the Lenders’ examination of the Credit Parties’ financial affairs,
finances, financial condition, business and operations. 


 


Article
V.

CONDITIONS TO EFFECTIVENESS


 


5.1         Closing
Conditions. This Amendment shall be deemed effective as of the date (the “Third Amendment Effective Date”)
on which the following conditions shall have been satisfied:


 


(1)       The
Agent and the Lenders shall have received a copy of this Amendment duly executed by each of the Borrowers, the other Credit Parties,
the Required Lenders and the Agent;


 


(2)       The
Agent shall have received a copy of that certain Second Amendment, Waiver and Consent to the Revolving Loan Agreement, duly executed
by the Revolving Agent and Required Lenders (as defined in the Revolving Loan Agreement), in form and substance satisfactory to
the Required Lenders; and


 


(3)       The
Credit Parties shall have paid all accrued and outstanding fees of the Agent and the Lenders in accordance with Section 14.9 of
the Credit Agreement (including accrued and outstanding fees and expenses of King & Spalding LLP, counsel to the Lenders, FTI
Consulting Inc., financial advisor to the Lenders, and Nixon Peabody LLP, counsel to the Agent).


 


Article
VI.

MISCELLANEOUS


 


6.1         Amended
Terms. On and after the Third Amendment Effective
Date, all references to the Credit Agreement in each of the Other Documents shall hereafter mean the Credit Agreement as amended
by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed
and shall remain in full force and effect according to its terms.


 






     


     


    

 


6.2         Representations
and Warranties of the Credit Parties. Each Credit Party represents and warrants as follows:


 


(a)       It
has taken all necessary action to authorize the execution, delivery and performance of this Amendment.


 


(b)       This
Amendment has been duly executed and delivered by such Credit Party and constitutes such Credit Party’s legal, valid and
binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii)
general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).


 


(c)       No
consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority
or third party is required in connection with the execution, delivery or performance by such Credit Party of this Amendment.


 


(d)       The
representations and warranties set forth in the Credit Agreement are true and correct in all material respects as of the date hereof
as if made on and as of such date (except to the extent any such representation or warranty relates to an earlier specified date,
in which case they shall be true and correct in all material respects as of such earlier date).


 


(e)       After
giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.


 


6.3         Reaffirmation
of Obligations. Each Credit Party hereby ratifies the Credit Agreement and the Other
Documents and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement and the Other Documents applicable
to it and (b) that it is responsible for the observance and full performance of its respective Obligations.


 


6.4         Credit
Document. This Amendment shall constitute an Other Document under
the terms of the Credit Agreement.


 


6.5         Expenses.
The Borrowers agree to pay all reasonable costs and expenses of the Agent and the Lenders
in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees
and expenses of King & Spalding LLP, counsel to the Lenders.


 


6.6         Further
Assurances. The Credit Parties agree to promptly take such action, upon the request of the Agent or the Required Lenders,
as is necessary to carry out the intent of this Amendment.


 






     


     


    

 





6.7         Entirety.
The Credit Agreement (as modified by this Amendment) and the Other Documents embody the entire agreement among the parties hereto
and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.


 


6.8         Counterparts.
This Amendment may be executed in original counterparts each of which counterpart shall be deemed an original document but all
of which counterparts together shall constitute the same agreement. Execution and delivery via facsimile or PDF shall bind the
parties.


 


6.9         No
Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no
knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity,
against the Agent, the Lenders, or the Agent’s or the Lenders’ respective officers, employees, representatives, agents,
counsel or directors arising from any action by such persons, or failure of such persons to act under the Credit Agreement on or
prior to the date hereof.


 


6.10      Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


6.11      General
Release. In consideration of the willingness of the Agent and the Lenders to enter into this Amendment, each Credit Party
hereby releases and forever discharges the Agent, the Lenders and the Agent’s and the Lender’s respective predecessors,
successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter
all of the above collectively referred to as the “Bank Group”), from any and all claims, counterclaims, demands,
damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, without limitation, all claims,
demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether
liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether
or not heretofore asserted, which any Credit Party on or prior the date hereof may have or claim to have against any of the Bank
Group in any way related to or connected with the Credit Agreement, the Other Documents and the transactions contemplated thereby.


 


6.12      Governing
Law; Consent to Jurisdiction; Service of Process; Waiver of Jury Trial. The governing law, jurisdiction, service of process
and waiver of jury trial provisions set forth in Sections 14.1 and 11.8 of the Credit Agreement are hereby incorporated by reference,
mutatis mutandis.


 






     


     


    

 


6.13      Agent
Authorization. Each of the undersigned Lenders, which together constitute the Required Lenders, hereby authorizes the Agent
to execute and deliver this Amendment and, by its execution below, each of the undersigned Lenders agrees to be bound by the terms
and conditions of this Amendment.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






     


     


    

 


	 	BORROWERS:
	 	 
	 	HUDSON TECHNOLOGIES COMPANY
	 	 	 
	 	By:	_/s/ Kevin Zugibe_________________
	 	Name: Kevin Zugibe
	 	Title: CEO
	 	 	 
	 	HUDSON HOLDINGS, INC.
	 	 	 
	 	By:	_/s/ Kevin Zugibe__________________
	 	Name: Kevin Zugibe
	 	Title: CEO
	 	 	 
	 	ASPEN REFRIGERANTS, INC.
	 	 	 
	 	By:	_/s/ Kevin Zugibe___________________
	 	Name: Kevin Zugibe
	 	Title: CEO
	 	 	 
	 	GUARANTOR:
	 	 
	 	HUDSON TECHNOLOGIES, INC.
	 	 	 
	 	By:	_/s/ Kevin Zugibe__________________
	 	Name: Kevin Zugibe
	 	Title: CEO


 


Signature Page to Waiver and Third Amendment
– Hudson Technologies 


 




     


     


    

 


	 	AGENT:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 
	 	as the Agent
	 	 	 
	 	By:	/s/ Lisa Dowd
	 	Name: Lisa Dowd
	 	Title: Vice President



 


Signature Page to Waiver and Third Amendment
– Hudson Technologies 


 






     


     


    

 


	 	LENDERS:
	 	 
	 	FS INVESTMENT CORPORATION
	 	 	 
	 	By:	/s/ Philip S. Davidson
	 	Name: Philip S. Davidson
	 	Title: Authorized Signatory
	 	 	 
	 	FS INVESTMENT CORPORATION IV
	 	 	 
	 	By:	/s/ Philip S. Davidson
	 	Name: Philip S. Davidson
	 	Title: Authorized Signatory
	 	 	 
	 	GREEN CREEK LLC
	 	 	 
	 	By:	/s/ Philip S. Davidson
	 	Name: Philip S. Davidson
	 	Title: Authorized Signatory
	 	 	 
	 	JUNIATA RIVER LLC
	 	 	 
	 	By:	/s/ Philip S. Davidson
	 	Name: Philip S. Davidson
	 	Title: Authorized Signatory
	 	 	 
	 	JEFFERSON SQUARE FUNDING LLC
	 	 	 
	 	By:	/s/ Philip S. Davidson
	 	Name: Philip S. Davidson
	 	Title: Authorized Signatory


 


Signature Page to Waiver and Third Amendment
– Hudson Technologies