Exhibit 10.35:
FOURTH AMENDMENT TO REVOLVING LOAN
AGREEMENT,
PROMISSORY NOTES AND OTHER LOAN
DOCUMENTS
THIS AGREEMENT
dated the 8 th day of
March 2006 between HUDSON TECHNOLOGIES COMPANY , a
corporation organized and existing pursuant to the laws of the
State of Tennessee having an address at 275 North Middletown Road,
Pearl River, New York 10965 ("Borrower") and KELTIC FINANCIAL
PARTNERS, LP , a Delaware limited partnership, with a place of
business at 555 Theodore Fremd Avenue, Suite C-207, Rye, New York
10580 ("Lender").
W I T N E S S E T H :
WHEREAS :
A.
Borrower entered into a revolving loan agreement with Lender on May
30, 2003, and pursuant to such revolving loan agreement, Borrower
executed and delivered to Lender its promissory note in the
original principal amount of FOUR MILLION SIX HUNDRED THOUSAND
AND 00/100 (4,600,000.00) DOLLARS (the "Revolving Note") and
its promissory note in the original principal amount of FOUR
HUNDRED THOUSAND AND 00/100 (400,000.00) DOLLARS (the "Term
Note");
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Borrower subsequently requested that
Lender waive certain failures by Borrower to comply with the terms
and conditions of the aforementioned revolving loan agreement and
make certain other changes and modification to the terms and
conditions of the aforementioned revolving loan
agreement;
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Lender agreed to waive certain
failures by Borrower to comply with the terms and conditions of the
aforementioned revolving loan agreement and to make certain other
changes and modification to the terms and conditions of the
aforementioned revolving loan agreement in accordance with the
terms and conditions of a first amendment to revolving loan
agreement, promissory notes and other loan documents dated as of
November 12, 2003;
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Borrower again requested that Lender
modify certain financial covenants and make certain other changes
and modifications to the terms and conditions of the aforementioned
revolving loan agreement;
-
Lender agreed to again modify
certain financial covenants contained in the aforementioned
revolving loan agreement and to make certain other changes and
modifications to the terms and conditions of the revolving loan
agreement strictly in accordance with the terms and conditions of a
second amendment to revolving loan agreement, promissory notes and
other loan documents dated as of March 31, 2004;
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Borrower then requested that Lender
modify the Term Loan by increasing the outstanding principal
balance of the Term Loan from $226,666.58 to $400,000.00 in order
to provide Borrower with additional funds to be used to purchase
specified equipment totaling approximately $173,000.00 and to
otherwise modify the terms and conditions of the aforementioned
revolving loan agreement;
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Lender agreed to modify the Term
Loan by increasing the outstanding principal balance of the Term
Loan from $226,666.58 to $400,000.00 in order to provide Borrower
with additional funds to be used to purchase specified equipment
totaling approximately $173,000.00 and to otherwise modify the
terms and conditions of the aforementioned revolving loan agreement
strictly in accordance with the terms and conditions of a third
amendment to revolving loan agreement, promissory notes and other
loan documents dated as of August 30, 2005 (the revolving loan
agreement dated May 30, 2003 as amended by the first amendment to
revolving loan agreement, promissory notes and other loan documents
dated as of November 12, 2003, the second amendment to revolving
loan agreement, promissory notes and other loan documents dated as
of March 31, 2004 and the third amendment to revolving loan
agreement, promissory notes and other loan document dated as of
August 30, 2005 are collectively referred to as, the "Loan
Agreement")
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In connection with the third
amendment, Borrower executed and delivered to Lender its promissory
note in the original principal amount of $400,000.00 dated as of
August 30, 2005 (the "Restated Term Note");
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Borrower has now requested that
Lender extend the maturity date of the Loans, modify the Loan
Interest Rate and otherwise modify the terms and conditions of the
Loan Agreement; and
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Lender has agreed to extend the
maturity date of the Loans, modify the Loan Interest Rate and
otherwise modify the terms and conditions of the Loan Agreement
strictly in accordance with the terms and conditions set forth in
this Agreement.
NOW THEREFORE , in
consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereto agree as follows:
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Section 1.31
of the Loan Agreement is amended to
read as follows:
"1.31
Loan Interest Rate " shall mean, at the option of
Lender, the greater of: (a) the prime 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, plus two hundred (200) basis points per annum from
May 30, 2003 through the date of the fourth amendment to this
Agreement and thereafter at such prime rate plus one hundred (100)
basis points per annum, or (b) six and one-half percent (6-1/2%)
per annum."
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Section 1.49
of the Loan Agreement is amended to
read as follows:
"1.49
Termination Date " shall mean the earlier of May 30,
2007 or the date on which Lender terminates this Agreement pursuant
to Section 12.1 of this Agreement."
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Section 2.2
of the Loan Agreement is amended by
changing the date of "May 30, 2006" to "May 30, 2007"
in such section.
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In connection with Lender's
agreement to extend the maturity date of the Term Loan, Borrower
has executed and delivered to Lender its promissory note in the
original principal amount of FOUR HUNDRED THOUSAND AND 00/100
(400,000.00) DOLLARS in the form of Schedule A annexed
hereto (hereinafter, the "Second Restated Term Note") which note
shall replace and supersede, but shall not be considered a
repayment of, the Restated Term Note. Any and all interest due and
owing under the Restated Term Note and any further amounts
evidenced by the Restated Term Note shall hereafter be evidenced by
the Second Restated Term Note and any unpaid interest under the
Restated Term Note shall be payable on the first payment date under
the Second Restated Term Note.
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In order to induce Lender to enter
into this Agreement, and pursuant to the existing terms and
conditions of the Loan Agreement, Borrower acknowledges that it is
responsible for all fees, disbursements and expenses incurred by
Lender including, without limitation, all legal fees and
disbursements incurred by Lender in connection with the preparation
of this Agreement.
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Any reference in any document
executed and/or delivered in connection with the Loan Agreement to
the "Agreement" or the "Loan Agreement" shall mean the revolving
loan agreement dated May 30, 2003 as amended by the first amendment
to revolving loan agreement, promissory notes and other loan
documents dated as of November 12, 2003, the second amendment to
revolving loan agreement, promissory notes and other loan documents
dated as of March 31, 2004, the third amendment to revolving loan
agreement, promissory notes and other loan documents dated as of
August 30, 2005 and this Agreement. All of the provisions of the
Revolving Note, the Second Restated Term Note, the Restated Term
Note, the Loan Agreement and any other document executed and/or
delivered in connection with the Revolving Note, the Second
Restated Term Note, the Restated Term Note or the Loan Agreement
(collectively, the "Loan Documents") are amended so that such terms
shall be consistent with the provisions of this Agreement.
Notwithstanding the foregoing, and t
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