Exhibit 10.2
WAIVER
TO
LOAN
AGREEMENT
THIS WAIVER TO LOAN AGREEMENT, dated as of July 15, 2009 (this "
Waiver "), 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 ";
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); and
WHEREAS, Borrower has requested that Lender waive certain
Events of Default under the Loan Agreement, as more fully set forth
herein, and Lender is agreeable to such request only on 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, intending to be legally bound, do
hereby agree as follows:
STATEMENT OF
TERMS
1. Waiver of
Event of Default. Lender hereby waives the Event of Default
arising solely out of Borrower's failure to achieve minimum EBITDA
for the fiscal quarter ending June 30, 2009, as required by Section
9.22 of the Loan Agreement.
2.
Representations and Warranties. To induce Lender to
enter into this Waiver, Borrower hereby represents and warrants to
Lender as follow
