8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 25, 2013

Hudson Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York

(State or Other Jurisdiction of Incorporation)

1-13412	13-3641539
(Commission File Number)	(IRS Employer Identification No.)
PO Box 1541, One Blue Hill Plaza    Pearl River, New York	10965
(Address of Principal Executive Offices)	(Zip Code)

(845) 735-6000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

On October 25, 2013, Hudson Technologies Company (“HTC”), a subsidiary of Hudson Technologies, Inc. (the “Registrant”), entered into a Second Amendment to Revolving Credit, Term Loan and Security Agreement (the “Amendment”) with PNC Bank, National Association (“PNC”), which amended HTC’s existing credit, term loan and security agreement with PNC (the “Facility”). The Amendment, among other things, waived HTC’s requirement to comply with the minimum fixed charge coverage ratio covenant under the Facility of 1.10 to 1.00 for the fiscal quarter ended September 30, 2013, and suspended the fixed charge coverage ratio covenant under the Facility until the quarterly period ending March 31, 2015. The Amendment also increased the Revolving Interest Rate and the Term Loan Rate under the Facility for domestic rate loans and Eurodollar loans by 0.5% per annum, and required that the Company maintain, on a trailing 12 month basis, tested quarterly, minimum EBITDA for the quarters ending December 31, 2013 through December 31, 2014, as follows:

Period	Amount
3 month period ending December 31, 2013	($2,154,000)
3 month period ending March 31, 2014	$494,000
6 month period ending June 30, 2014	$2,035,000
9 month period ending September 30, 2014	$3,012,000
12  month period ending December 31, 2014	$1,879,000

In connection with the Amendment, the Registrant and its subsidiary, Hudson Holdings, Inc., entered into a Guarantors’ Ratification in which they acknowledged that the obligations under the Facility (as amended) are secured by their existing guaranty and suretyship agreements (the “Guarantors’ Ratification”). All other material terms of the Facility remain unchanged.

The foregoing description of the Amendment and related documents does not purport to be complete and is qualified in its entirety by reference to the Amendment and the Guarantors’ Ratification, which are filed as exhibits to this report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1	Second Amendment To Revolving Credit, Term Loan And Security Agreement between Hudson Technologies Company, and PNC Bank, National Association, dated October 25, 2013.
Exhibit 10.2	Guarantors’ Ratification dated October 25, 2013, by the Registrant and Hudson Holdings, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HUDSON TECHNOLOGIES, INC.
Date: October 31, 2013	By:	/s/ Stephen P. Mandracchia
		Name: Stephen P. Mandracchia Title: Vice President Legal & Regulatory, Secretary

EX-10.1

EXHIBIT 10.1

SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN

AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into October 25, 2013 by and among HUDSON TECHNOLOGIES COMPANY, a corporation organized under the laws of the State of Tennessee (the “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

RECITALS

Whereas, the Borrower and the Lenders entered into a certain Revolving Credit, Term Loan and Security Agreement dated June 22, 2012 (as has been, and is being and may be further amended, replaced, restated, modified and/or extended, the “Loan Agreement”); and

Whereas, Borrower and the Lenders have agreed to modify the terms of the Loan Agreement as set forth in this Agreement.

Now, therefore, in consideration of the Lenders’ continued extension of credit and the agreements contained herein, the parties agree as follows:

AGREEMENT

1) ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent statement of account sent to the Borrower with respect to the Obligations is correct.

2) MODIFICATIONS. The Loan Agreement be and hereby is modified as follows:

(a) The following definitions contained in Section 1.2 of the Loan Agreement are hereby deleted and replaced to read as follows:

“Revolving Interest Rate” shall mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus one percent (1.00%) with respect to Domestic Rate Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to Eurodollar Rate Loans.

“Term Loan Rate” shall mean an interest rate per annum equal to (a) the sum of the Alternate Base Rate plus one percent (1.00%) with respect to Domestic Rate Loans and (b) the sum of the Eurodollar Rate plus two and three quarters of one percent (2.75%) with respect to Eurodollar Rate Loans.

(b) Subsection 6.5(a) of the Loan Agreement is hereby deleted and a new Subsection 6.5(a) is replaced to read as follows:

(a) “Fixed Charge Coverage Ratio” – Cause to be maintained, at all times, a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, tested quarterly on a rolling twelve (12) month basis, commencing with the quarterly period ending March 31, 2015.

(c) A new Subsection 6.5(b) is hereby added to the Loan Agreement to read as follows:

(b) “Minimum EBITDA” – Cause to be maintained, on a trailing twelve (12) month basis, tested quarterly, EBITDA of no less than: negative $2,154,000 for the three (3) month period ending December 31, 2013, $494,000 for the three (3) month period ending March 31, 2014, $2,035,000 for the six (6) month period ending June 30, 2014, $3,012,000 for the nine (9) month period ending September 30, 2014 and $1,879,000 for the twelve (12) month period ending December 31, 2014.

3) WAIVER OF FIXED CHANGE COVERAGE RATIO. The Agent hereby waives Borrower’s requirement to comply with Subsection 6.5(a), the Fixed Charge Coverage Ratio, for the quarterly period ending September 30, 2013.

4) ACKNOWLEDGMENTS. Borrower acknowledges and represents that:

(A) the Loan Agreement and Other Documents, as amended hereby, are in full force and effect without any defense, claim, counterclaim, right or claim of set-off;

(B) to the best of its knowledge, no default by the Agent or Lenders in the performance of their duties under the Loan Agreement or the Other Documents has occurred;

(C) all representations and warranties of the Borrower contained herein, in the Loan Agreement and in the Other Documents are true and correct in all material respects as of this date;

(D) Borrower has taken all necessary action to authorize the execution and delivery of this Agreement; and

(E) this Agreement is a modification of an existing obligation and is not a novation.

5) PRECONDITIONS. As a precondition to the effectiveness of any of the modifications, consents, or waivers contained herein, the Borrower agrees to:

(A) provide the Agent with this Agreement and the Guarantor’s Ratification properly executed;

(B) pay to the Agent an amendment fee in the amount of $15,000;

(C) pay all legal fees incurred by the Agent in entering into this Agreement to Wilentz, Goldman & Spitzer via wire transfer;

(D) pay all other fees and costs incurred by the Lenders in entering into this Agreement; and

6) MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without reference to that state’s conflicts of law principles. This Agreement, the Loan Agreement and the Other Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement, the Loan Agreement or the Other Documents. This Agreement, the Loan Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement, the Loan Agreement and/or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.

7) DEFINITIONS. The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New York.

IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the day and year first above written.

ATTEST:	HUDSON TECHNOLOGIES COMPANY
/s/ Stephen P. Mandracchia	By:	/s/ Brian F. Coleman
Name: STEPHEN P. MANDRACCHIA		Name: BRIAN F. COLEMAN
Title: Secretary		Title: President

PNC BANK, NATIONAL ASSOCIATION
Lender and as Agent
By:	/s/ Glenn D. Kruetzer
	Name: GLENN D. KREUTZER Title: Vice President

EX-10.2

EXHIBIT 10.2

GUARANTORS’ RATIFICATION

The undersigned Guarantors hereby reaffirm their continuing obligations under the terms of the certain Guaranty and Suretyship Agreement dated June 22, 2012 (as amended, restated, replaced and/or modified from time to time, the “Guaranty”), and acknowledge that (i) they have read the Second Amendment to Revolving Credit, Term Loan and Security Agreement, (ii) the Obligations under the Revolving Credit, Term Loan and Security Agreement dated June 22, 2012, as has been and is being and may further be amended, restated, modified and/or extended from time to time, are secured by their Guaranty, and (iii) they make such reaffirmation with full knowledge of the terms thereof.

ATTEST:	HUDSON HOLDINGS, INC.
/s/ Stephen P. Mandracchia	By:	/s/ Brian F. Coleman
Name: STEPHEN P. MANDRACCHIA		Name: BRIAN F. COLEMAN
Title: Secretary		Title: President

ATTEST:	HUDSON TECHNOLOGIES, INC.
/s/ Stephen P. Mandracchia	By:	/s/ Brian F. Coleman
Name: STEPHEN P. MANDRACCHIA		Name: BRIAN F. COLEMAN
Title: Secretary		Title: President

Dated: October 25, 2013