Exhibit 10.1


 


Execution Version


 


LIMITED WAIVER AND FIRST AMENDMENT

TO TERM LOAN CREDIT AND SECURITY AGREEMENT

AND CERTAIN OTHER DOCUMENTS


 


THIS LIMITED WAIVER
AND FIRST AMENDMENT TO TERM LOAN CREDIT AND SECURITY AGREEMENT AND CERTAIN OTHER DOCUMENTS (this “Amendment”),
dated as of June 29, 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, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, the Borrowers
have informed the Agent and the Lenders that they do not expect to be able to comply with the financial covenant contained in Section
6.5 of the Credit Agreement for the fiscal quarter ending June 30, 2018 (the “2Q18 Financial Covenant”); and


 


WHEREAS, (x) the
Agent and the Required Lenders are willing to waive the requirement to comply with 2Q18 Financial Covenant, and (y) the Credit
Parties, the Agent and the Required Lenders wish to amend certain terms of the Credit Agreement and the Other Documents, 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.

LIMITED WAIVER


 


1.1           Limited
Waiver. Notwithstanding the provisions of the Credit Agreement
to the contrary, the Agent and the Required Lenders hereby agree to waive the requirement to comply with the 2Q18 Financial Covenant
(the “Limited Waiver”); provided, that, on July 31, 2018: (x) the Total Leverage Ratio as of such date shall
be calculated for the consecutive 12-month period then ending; and (y) and failure of the Credit Parties to maintain, as of the
end of such consecutive 12-month period then ending, a Total Leverage Ratio of not greater than 4.75:1.00 shall constitute an
immediate Event of Default.


 




     


     


    

  


1.2           Effectiveness
of Limited Waiver. The foregoing Limited Waiver 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
II.

AMENDMENTS


 


2.1           Amendment
to Section 1.2 of the Credit Agreement.


 


(a)          The
defined term “GSO” in Section 1.2 of the Credit Agreement is hereby amended and restated in proper alphabetical order
to the below and (x) all instances of the defined term “GSO” in the Other Documents shall refer as of the date hereof
to “FS” (as defined below) and (y) all instances of “GSO” in the Other Documents, however appearing, will
be replaced with “FS” other than the references to GSO in Section 8.1 of the Credit Agreement (Closing Date Conditions):


 


“FS”
means Franklin Square Holdings, L.P. and its Affiliates (including, without limitation, its affiliated investment advisers).


 


(b)          The
following new defined term “First Amendment Effective Date” is added to Section 1.2 in proper alphabetical order:


 


“First
Amendment Effective Date” means June 29, 2018.


 


2.2           Amendment
to Section 2.1(d) of the Credit Agreement. Section 2.1(d) of the Credit Agreement is hereby
amended and restated to read as follows: 


 


“(d)
The Delayed Draw Commitment shall automatically expire on the date that is the earlier of (i) the date on which the entire Delayed
Draw Commitment has been funded or (ii) the First Amendment Effective Date (such earlier date, the “Delayed Draw Commitment
Expiration Date”).” 


 




     


     


    

  


2.3           New
Notice Address under Section 14.6 of the Credit Agreement. Pursuant
to Section 14.6 of the Loan Agreement, the parties hereto acknowledge and agree that notices to any Lender affiliated with FS shall
be sent to the address below (which shall replace the address previously set forth on the signature page of the Credit Agreement):


 


Franklin Square Holdings, L.P.


201 Rouse Boulevard


Philadelphia, PA 19112


Attn: Investment Manager


Email: FSICFranchiseInvestments@fsinvestments.com


 


With a copy to:


 


King & Spalding LLP


1185 Avenue of the Americas


New York, New York 10036-4003


Attention: W. Todd Holleman, Esq.


Telephone: (212) 556-2100


Facsimile: (212) 556-2222


Email: tholleman@kslaw.com


 


2.4           Amendment
to GSO Fee Letter. The GSO Fee Letter is hereby
amended, with respect to the Delayed Draw Facility Fee only, by amending and replacing the references to “GSO” wherever
such term appears with “Franklin Square Holdings, L.P.”


 


2.5           General
Amendment. All instances of, and references to,
 “GSO Capital Partners LP” or “GSO / Blackstone Debt Funds Management LLC” in the Credit Agreement and any
Other Document are hereby amended and replaced wherever such terms appear with “Franklin Square Holdings, L.P.” other
than (i) the reference to GSO Capital Partners LP in the definition of “GSO Fee Letter” and (ii) any reference to the
GSO Fee Letter wherever appearing except to the extent such references are amended by Section 2.3 of this Amendment.


 


Article
III.

Additional Agreements


 


3.1           Lenders’
Financial Advisor.


 


(a)          Each
of the Credit Parties hereby acknowledges and agrees that: (i) the Lenders have engaged FTI Consulting Inc. to serve as their financial
advisor (“FTI”), to advise and assist the Lenders and their counsel with their ongoing assessment of the Credit
Parties’ financial performance, their ability to repay the Obligations, and other matters related to the Credit Parties,
the Obligations, and the Collateral; and (ii) the Credit Parties shall reimburse the Lenders for any and all reasonable and documented
fees and expenses of FTI incurred in connection with such engagement in accordance with Section 14.9 of the Credit Agreement. The
Lenders may elect to maintain the confidentiality of any conclusions reached or analysis or reports prepared by FTI and may also
provide that FTI’s conclusions shall be covered by the attorney work-product privilege and other applicable privileges.


 




     


     


    

  


(b)          Each
of the Credit Parties shall, and shall cause its officers, directors, employees and advisors to, cooperate fully with the Lenders
and their advisors (including FTI) in furnishing information as and when reasonably requested regarding the Collateral, and any
Credit Party’s financial affairs, finances, financial condition, business and operations. Each Credit Party authorizes the
Lenders and their representatives and advisors to meet and/or have discussions with any of the Credit Parties’ officers,
directors, employees and advisors from time to time as reasonably requested by the Lenders to discuss any matters regarding the
Collateral, and any Credit Party’s financial affairs, finances, financial condition, business and operations, and shall direct
and authorize all such persons and entities to fully disclose to the Lenders and their representatives and advisors all information
reasonably requested regarding the foregoing. Each of the Credit Parties hereby represents and warrants that no such officer, director,
employee or advisor, as the case may be, is prohibited (or otherwise limited) by any confidentiality agreement or similar agreement
with such Credit Party from providing any of the foregoing information to the Lenders or their representatives and advisors.


 


(c)          Failure
of the Credit Parties to comply with the covenants and agreements set forth in this Section 3.1 shall constitute an immediate Event
of Default.


 


3.2           Indemnification
of GSO Capital Partners LP. Notwithstanding anything in the Credit Agreement
(after giving effect to this Amendment) to the contrary, the parties hereto acknowledge and agree that GSO Capital Partners LP
and each of its officers, directors, Affiliates, attorneys, employees and agents shall continue to be included as an indemnified
person for purposes of Section 14.5 of the Credit Agreement.


 


Article
IV.

CONDITIONS TO EFFECTIVENESS


 


4.1           Closing
Conditions. This Amendment shall be deemed effective as of the date
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 (the “Effective Date”).


 


Article
V.

MISCELLANEOUS


 


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


 


5.2           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.


 


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


 


5.4           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.


 


5.5           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.


 


5.6           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.


 




     


     


    

  


5.7           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 anid
delivery via facsimile or PDF shall bind the parties.


 


5.8           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.


 


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


 


5.10         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.


 


5.11         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.


 


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	 	BORROWERS:
	 	 
	 	HUDSON TECHNOLOGIES COMPANY
	 	 	 
	 	By:	/s/ Brian Coleman
	 	Name: Brian Coleman
	 	Title: President
	 	 	 
	 	HUDSON HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Brian Coleman
	 	Name: Brian Coleman
	 	Title: President
	 	 	 
	 	ASPEN REFRIGERANTS, INC.
	 	 	 
	 	By:	/s/ Brian Coleman
	 	Name: Brian Coleman
	 	Title: President
	 	 	 
	 	GUARANTOR:
	 	 	 
	 	HUDSON TECHNOLOGIES, INC.
	 	 	 
	 	By:	/s/ Brian Coleman
	 	Name: Brian Coleman
	 	Title: President


 


Signature Page to Limited Waiver and First
Amendment – Hudson Technologies


 




     


     


    

  


	 	AGENT:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, 
	 	as the Agent
	 	 	 
	 	By:	/s/ Prital K. Patel
	 	Name: Prital K. Patel
	 	Title: Vice President


 


Signature Page to Limited Waiver and First
Amendment – Hudson Technologies


 




     


     


    

	 	 
	 
	LENDERS:
	 	 
	 	FS INVESTMENT CORPORATION
	 	By: FS/KKR Advisor, LLC, as Investment Adviser
	 	 
	 	HAMILTON STREET FUNDING LLC
	 	By: FS Investment Corporation, as Sole Member
	 	By: FS/KKR Advisor, LLC, as Investment Adviser
	 	 
	 	GREEN CREEK LLC
	 	By: FS Investment Corporation II, as Sole Member
	 	By: FS/KKR Advisor, LLC, as Investment Adviser
	 	 
	 	JUNIATA RIVER LLC
	 	By: FS Investment Corporation II, as Sole Member
	 	By: FS/KKR Advisor, LLC, as Investment Adviser
	 	 
	 	JEFFERSON SQUARE FUNDING LLC
	 	By: FS Investment Corporation III, as Sole Member
	 	By: FS/KKR Advisor, LLC, as Investment Adviser
	 	 
	 	FS INVESTMENT CORPORATION IV
	 	By: FS/KKR Advisor, LLC, as Investment Adviser
	 	 	 
	 	By:	/s/ Brian Gerson
	 	Name: Brian Gerson
	 	Title: Authorized Signatory


 


Signature Page to Limited Waiver and First
Amendment – Hudson Technologies