Exhibit 10.7
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), PURSUANT TO SECTION 4(2) OF SAID ACT AND NOT
WITH A VIEW TO OR IN CONNECTION WITH THE DISTRIBUTION THEREOF. THIS
NOTE MAY NOT BE OFFERED FOR SALE OR SOLD OR OTHERWISE DISPOSED OF
EXCEPT UPON COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT
OR AN EXEMPTION FROM SUCH PROVISIONS.
THIS NOTE IS SUBJECT AND SUBORDINATE TO THE RIGHTS OF KELTIC
FINANCIAL PARTNERS, LP AND BRIDGE HEALTHCARE FINANCE, LLC, PURSUANT
TO A CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED MARCH
26, 2009.
HUDSON TECHNOLOGIES,
INC.
10% SECURED SUBORDINATED PROMISSORY
NOTE
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$1,000,000.00
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March 26, 2009
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|
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Pearl River, New York
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1.
MAKER'S PROMISE TO PAY
FOR VALUE RECEIVED, Hudson Technologies, Inc., a New York
Corporation having its principal offices located at PO Box 1541,
One Blue Hill Plaza, Pearl River, New York (the "Maker") promises
to pay to the order of Catherine F. Zugibe (the "Payee") having an
address at One Angelus Drive, Garnerville, New York 10923, at
Payee's address set forth above (or at such other place as the
holder of this Note may from time to time direct by notice in
writing to Maker), the principal sum of One Million and 00/100
($1,000,000.00) Dollars in such coin or currency of the United
States as shall at the time be legal tender for the payment of
public and private debts, on September 30, 2009 (the "Maturity
Date") as evidenced by this instrument (the "Note"). The Payee,
assignee or anyone entitled to receive payments under this Note
shall be hereinafter referred to as the "Note Holder". This Note is
one of a series of subordinated promissory notes being issued by
the Company on or about March 26, 2009 pursuant to the Company in
the aggregate principal amount of $ 2,000,000 (collectively, the
"Notes").
2.
INTEREST
Interest will be charged on the outstanding principal of this
Note from time to time until the full amount of principal has been
paid, at an annual rate of ten (10.00%) percent (the "Note
Rate").
3.
PAYMENTS
a. Interest accrued
on the outstanding principal amount of this Note shall otherwise be
payable monthly in arrears on the first day of each month
commencing April 1, 2009 and continuing each month thereafter. Any
and all unpaid interest shall be due and payable on the Maturity
Date. The interest payable hereunder will not be added to the
unpaid principal amount of the Note and will not accrue interest at
the Note Rate.
b. Notwithstanding
anything to the contrary contained in this Note, Maker shall not be
obligated to pay, and the Note Holder shall not be entitled to
charge, collect or receive, interest in excess of the maximum rate
allowed by applicable law. During any period of time in which the
interest rate specified herein exceeds such maximum rate, interest
shall accrue and be payable at such maximum rate. Any amounts of
interest collected by the Note Holder in excess of such maximum
rate shall be deemed to apply to principal and all payments of
interest and principal shall be recalculated to allow for such
characterization.
c. All payments
received on account of this Note shall be applied first to the
payment of accrued interest on this Note, and then to the reduction
of the unpaid principal balance of this Note. Interest shall be
computed on the basis of a year of 360 days, for the actual number
of days elapsed.
d. In the event
that the date for payment of any amount payable under this Note
falls due on a Saturday, Sunday or pu
