EXHIBIT 10.1


SECOND AMENDMENT TO REVOLVING CREDIT,
TERM LOAN


AND SECURITY AGREEMENT


 


 


THIS SECOND AMENDMENT TO REVOLVING CREDIT,
TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into October 25, 2013 by and among HUDSON TECHNOLOGIES
COMPANY, a corporation organized under the laws of the State of Tennessee (the “Borrower”), the financial institutions
which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”)
and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).


 


RECITALS


 


Whereas, the Borrower and the Lenders entered
into a certain Revolving Credit, Term Loan and Security Agreement dated June 22, 2012 (as has been, and is being and may be further
amended, replaced, restated, modified and/or extended, the “Loan Agreement”); and


 


Whereas, Borrower and the Lenders have agreed
to modify the terms of the Loan Agreement as set forth in this Agreement.


 


Now, therefore, in consideration of the
Lenders’ continued extension of credit and the agreements contained herein, the parties agree as follows:


 


AGREEMENT


 


		1)	ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent statement of account
sent to the Borrower with respect to the Obligations is correct.



 


		2)	MODIFICATIONS. The Loan Agreement be and hereby is modified as follows:



 


		(a)	The following definitions contained in Section 1.2 of the Loan Agreement are hereby deleted and
replaced to read as follows:



 


“Revolving Interest Rate” shall
mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus one percent (1.00%) with respect to Domestic
Rate Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to Eurodollar
Rate Loans.


 


“Term Loan Rate” shall mean an
interest rate per annum equal to (a) the sum of the Alternate Base Rate plus one percent (1.00%) with respect to Domestic Rate
Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to Eurodollar Rate
Loans.


 


		(b)	Subsection 6.5(a) of the Loan Agreement is hereby deleted and a new Subsection 6.5(a) is replaced
to read as follows:



 


(a) “Fixed Charge Coverage
Ratio” – Cause to be maintained, at all times, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, tested
quarterly on a rolling twelve (12) month basis, commencing with the quarterly period ending March 31, 2015.


 


		(c)	A new Subsection 6.5(b) is hereby added to the Loan Agreement to read as follows:



 


(b) “Minimum EBITDA”
– Cause to be maintained, on a trailing twelve (12) month basis, tested quarterly, EBITDA of no less than: negative $2,154,000
for the three (3) month period ending December 31, 2013, $494,000 for the three (3) month period ending March 31, 2014, $2,035,000
for the six (6) month period ending June 30, 2014, $3,012,000 for the nine (9) month period ending September 30, 2014 and $1,879,000
for the twelve (12) month period ending December 31, 2014.


 


		3)	WAIVER OF FIXED CHANGE COVERAGE RATIO. The Agent hereby waives Borrower’s requirement
to comply with Subsection 6.5(a), the Fixed Charge Coverage Ratio, for the quarterly period ending September 30, 2013.



 






    	 



    	 



    

 


 


		4)	ACKNOWLEDGMENTS. Borrower acknowledges and represents that:



 


(A)the Loan Agreement and
Other Documents, as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off;


 


(B)to the best of its knowledge,
no default by the Agent or Lenders in the performance of their duties under the Loan Agreement or the Other Documents has occurred;


 


(C)all representations and
warranties of the Borrower contained herein, in the Loan Agreement and in the Other Documents are true and correct in all material
respects as of this date;


 


(D)Borrower has taken all
necessary action to authorize the execution and delivery of this Agreement; and


 


(E)this Agreement is a modification
of an existing obligation and is not a novation.


 


		5)	PRECONDITIONS. As a precondition to the effectiveness of any of the modifications, consents,
or waivers contained herein, the Borrower agrees to:



 


(A)provide the Agent with
this Agreement and the Guarantor’s Ratification properly executed;


 


(B)pay to the Agent an amendment
fee in the amount of $15,000;


 


(C)pay all legal fees incurred
by the Agent in entering into this Agreement to Wilentz, Goldman & Spitzer via wire transfer;


 


(D)pay all other fees and
costs incurred by the Lenders in entering into this Agreement; and


 


		6)	MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the
laws of the State of New York, without reference to that state’s conflicts of law principles. This Agreement, the Loan Agreement
and the Other Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all
oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver
of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The
illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality,
enforceability or consistency of the remaining provisions of this Agreement, the Loan Agreement or the Other Documents. This Agreement,
the Loan Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this
Agreement, the Loan Agreement and/or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control.
This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart
shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.



 


		7)	DEFINITIONS. The terms used herein and not otherwise defined or modified herein shall have
the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined
in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New York.



 


 



    	 



    	 



    




 


IN WITNESS WHEREOF, the undersigned
have signed and sealed this Agreement the day and year first above written.


 


 





	ATTEST:	 	HUDSON TECHNOLOGIES COMPANY	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Stephen P.
    Mandracchia	 	By:	/s/ Brian F. Coleman	 
	Name: STEPHEN P. MANDRACCHIA	 	 	Name: BRIAN F. COLEMAN	 
	Title: Secretary	 	 	Title: President	 



 





	 	 	PNC BANK, NATIONAL ASSOCIATION	 
	 	 	Lender and as Agent	 
	 	 	 	 
	 	 	 	 
	 	 	By: 	/s/ Glenn D. Kruetzer	 
	 	 	 	Name:
    GLENN D. KREUTZER
Title: Vice President