Exhibit 10.6
NOTE PURCHASE
AGREEMENT
Hudson Technologies, Inc.
PO Box 1541, One Blue Hill Plaza
Pearl River, NY 10965
Gentlemen:
This Agreement, dated March 26, 2009, sets forth the agreement
of Hudson Technologies, Inc. (the "Company") and Catherine F.
Zugibe (the "Purchaser") with respect to the purchase by the
Purchaser from the Company of an aggregate of $1,000,000 principal
amount of a 10% Secured Subordinated Promissory Note (the "Note")
for a purchase price of $1,000,000.
1. The Company
hereby agrees to sell to the Purchaser, and the Purchaser hereby
agrees to purchase from the Company, the principal amount of the
Note, the form of which is attached hereto as Exhibit A
2. In order to
induce the Company to sell the Note hereunder, the Purchaser hereby
represents and warrants to, and covenants with, the Company as
follows:
(a) The Purchaser
understands that (A) the transaction in which the Company is
selling and the Purchaser is acquiring the Note has not been
registered under the Securities Act of 1933, as amended (the
"Act"), or the securities laws of any state, based upon applicable
exemptions from such registration requirements; (B) the interest of
the Purchaser in the Note may not be sold or otherwise transferred
by the Purchaser unless the Note has been first registered under
the Act and any applicable state securities laws, or unless
exemptions from such registration provisions are available with
respect to said sale or transfer; and (C) the Company is under no
obligation to register the Note under the Act or any state
securities laws or to make any exemption from registration
available to the Purchaser;
(b) The Purchaser is
acquiring the Note solely for the account of the Purchaser for
investment purposes and not with a view to distribution;
(c) The Purchaser agrees
that he will not sell, transfer, hypothecate or otherwise dispose
of any interest in the Note other than pursuant to an effective
registration statement under the Act unless prior thereto the
Company receives either an opinion of the Company's counsel or
counsel for the Purchaser reasonably acceptable to the Company, in
form and substance reasonably acceptable to the Company, that the
proposed transaction is exempt from the registration provisions of
the Act and the registration provisions of all applicable state
securities laws.
(d) The Purchaser has
such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks involved in
the purchase of the Note;
(e) The Purchaser
represents that he is an "accredited investor" as such term is
defined in Rule 501 of Regulation D promulgated under the Act;
(f) The Purchaser
has received or had access to and has reviewed the Company's Annual
Report on Form 10-K for the year ended December 31, 2008 and any
Current Reports on Form 8-K filed by the Company since December 31,
2008 and the Purchaser understands that, in addition to the risks
relating to the Company set forth in the foregoing reports filed by
the Company with the Securities and Exchange Commission, an
investment in the Note is subject to the following additional
risks:
o
the
offering price and other terms of the Note do not necessarily bear
any relationship to the value of the Company's assets, its net
worth and its results of operations or any other established
criteria of value.
o
Payment of principal and interest under the Note is subordinated
and subject to the prior rights of Keltic Financial Partners LP and
Bridge Healthcare Finance, LLC, (collectively, "Keltic") and to any
additional debt that the Company has issued or may issue that ranks
senior to the Notes. Right of payment of principal and interest
under the Note will rank pari passu with the holders of up to
$1,000,000 principal amount of additional Notes that the Company is
issuing on or about the date hereof and to any future Company debt
that ranks pari passu with the Notes. The security interest granted
to the Company to the Purchaser of the Notes pursuant to the
Security Agreement (as defined in the Notes) will be pari passu
with the holders of up to $1,000,000 principal amount of additional
Notes that the Company is issuing on or about the date hereof, but
will be subordinate to a first priority security interest held by
Keltic, a continuing security interest held by Busey Bank and
current security interests held by purchase money lenders with
respect to certain assets of the Company. The Company may also
issue additional debt after the date hereof that ranks senior to,
or pari passu with, the Notes.
o
the
Company may not be able to meet its obligations relating to the
Note.
(g) The Purchaser has had
a reasonable opportunity to ask questions of and receive answers
from the Company, or a person or persons acting on behalf of the
Company, concerning the Company and its financial condition, and
all such questions, if any, have been answered to the full
satisfaction of the Purchaser;
(h) The Purchaser has
full power and authority to execute and deliver this Agreement and
to perform the obligations of the Purchaser hereunder, and this
agreement is a legally binding obligation of the Purchaser in
accordance with its terms.
3. Except as
otherwise provided herein, this Agreement shall be binding upon and
inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and assigns.
4. This Agreement
and the documents referenced herein and in Exhibit A attached
hereto contain the entire agreement of the parties and there are no
representations, covenants or other agreements except as stated or
referred to herein and therein.
5. This Agreement
shall be governed by and construed in accordance with the laws of
the State of New York, without giving effect to conflicts of law
principles.
6. This Agreement
may only be modified by a written instrument executed by the
Purchaser and the Company.
7. All notices or
other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed by
certified or registered mail, return receipt requested, postage
prepaid, as provided in the Note.
IN
