FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.1

FIFTH AMENDMENT TO

AMENDED AND RESTATED LOAN AGREEMENT

                THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 12, 2009 (this " Amendment "), is made by and among Keltic Financial Partners II, LP, successor-in-interest to Keltic Financial Partners, LP, a Delaware limited partnership (" Keltic "), and Bridge Healthcare Finance, LLC, a Delaware limited liability company (" Bridge ", and together with Keltic, individually and collectively, " Lender "), and Hudson Technologies Company, a Tennessee corporation (" Borrower ").

WITNESSETH

                WHEREAS , Borrower and Keltic are parties to that certain Amended and Restated Loan Agreement, dated as of June 26, 2007 (as it may be amended, restated, modified or supplemented from time to time, the " Loan Agreement "; capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement);

                WHEREAS , Borrower has requested that Lender agree to certain amendments and modifications to the Loan Agreement, and Lender is willing to do so subject to the terms and conditions set forth herein.       

                NOW, THEREFORE, in consideration of the premises, the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties do hereby agree as follows:

STATEMENT OF TERMS

                1.             Amendment. (a) Section 1.30 of the Loan Agreement is amended and restated as follows:

"Loan Interest Rate" shall mean, at the option of Lender, the greater of: (a) Prime Rate plus seven-eighths percent (0.875%) per annum, or (b) LIBOR plus three and three-eighths percent (3.375 %) per annum, or (c) six and one-half percent (6.5%) per annum. For purposes of this Agreement, "LIBOR" shall mean the three month London Interbank Offered Rate published in the "Money Rates" column of The Wall Street Journal from time to time or, in the event that The Wall Street Journal is not available at any time, such rate published in another publication as determined by Lender.

                (b)           The first sentence of Section 3.7 of the Loan Agreement is amended and restated as follows:

If Borrower prepays the principal of the Revolving Loan to Borrower (other than from time to time from working capital) or if the outstanding Obligations become due prior to the Maturity Date for any reason or no reason, Borrower shall pay to Lender at the time of such prepayment, liquidated damages in an amount equal to: (a) three percent (3.0%) of the Maximum Facility if the prepayment is made on or before June 26, 2010; (b) two percent (2.0%) of the Maximum Facility if the prepayment is made after June 26, 2010 but prior to June 26, 2011; and (c) zero percent (0.0%) of the Maximum Facility if the prepayment is made after June 26, 2011.

                                (c)           Section 9.22 of the Loan Agreement is amended and restated for the periods after the date hereof as follows:

Permit Borrower's EBITDA during each fiscal quarter of Borrower, commencing with the fiscal quarter ending September 30, 2009, to be less than the following amounts for the following fiscal quarters, calculated on (i) a three-month basis for the fiscal quarter ending September 30, 2009, (ii) a six-month basis for the fiscal quarter ending December 31, 2009, (iii) a nine-month basis for the fiscal quarter ending March 31, 2010, and (iv) a rolling twelve-month basis for the fiscal quarter ending June 30, 2010 and each fiscal quarter thereafter:

                                (d)           A new Section 9.23 is added to the Loan Agreement as follows:

9.23         Limitation on R22 Inventory . Maintain more than 3,500,000