Form 8-K HUDSON TECHNOLOGIES INC For: Apr 08

 

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):

April 8, 2016

 

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):

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	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 April 8, 2016, Hudson Technologies Company (“HTC”), a subsidiary of Hudson Technologies, Inc. (the “Registrant”), executed and entered into a Fifth Amendment to Revolving Credit, Term Loan and Security Agreement (the “Amendment”) with PNC Bank, National Association (“PNC”), dated April 8, 2016, which amended HTC’s existing credit, term loan and security agreement with PNC (the “Facility”). As a result of the Amendment, the Maximum Loan Amount (as defined in the Facility) has been increased from $40,000,000 to $50,000,000, and the Maximum Revolving Advance Amount (as defined in the Facility) has been increased from $36,000,000 to $46,000,000. Additionally, as a result of the Amendment, the Termination Date of the Facility (as defined in the Facility) has been extended to June 30, 2020.

 

In connection with the Amendment, on April 8, 2016, 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, the Second Amended and Restated Revolving Credit Note, 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	Fifth Amendment To Revolving Credit, Term Loan And Security Agreement between Hudson Technologies Company, and PNC Bank, National Association, dated April 8, 2016
	Exhibit 10.2	Second Amended and Restated Revolving Credit Note, dated April 8, 2016, by Hudson Technologies Company as borrower in favor of PNC.
	Exhibit 10.3	Guarantors’ Ratification dated April 8, 2016, 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: April 14, 2016	By:	/s/ Stephen P. Mandracchia
		Name:	Stephen P. Mandracchia
		Title:	Vice President Legal & Regulatory, Secretary

 

 

EXHIBIT 10.1

 

FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN

AND SECURITY AGREEMENT

 

 

THIS FIFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into April 8, 2016 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:

 

“Maximum Loan Amount” shall mean $50,000,000 less repayments of the Term Note.

 

“Maximum Revolving Advance Amount” shall mean $46,000,000.

 

“Termination Date” shall mean June 30, 2020 or such other date as the Lenders may agree in writing to extend the Termination Date until, without there being any obligation on the part of the Lenders to extend the Termination Date.

 

3)

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.

 

4)

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, the Second Amended and Restated Revolving Credit Note and the Guarantor’s Ratification properly executed;

 

(B) provide the Agent with Resolutions and Secretary’s Certificates of the Borrower and Guarantors in form and substance acceptable to the Agent where approving the modifications contemplated hereby.

 

(C) Pay to the Agent an amendment fee in the amount of $50,000.

 

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

 

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

 

5)

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.

 

6)

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/ Kevin J. Zugibe
Name	STEPHEN P. MANDRACCHIA			Name:	KEVIN J. ZUGIBE
Title:	Secretary			Title:	Chief Executive Officer
			PNC BANK, NATIONAL ASSOCIATION
			Lender and as Agent
			By:	/s/ Glenn D. Kreutzer
				Name:	GLENN D. KREUTZER
				Title:	Vice President

  

 

EXHIBIT 10.2

 

 

SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE

PNC Bank, National Association

 

$46,000,000	April 8, 2016
	Woodbridge, N.J.

 

 

This Second Amended and Restated Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated June 22, 2012 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and among HUDSON TECHNOLOGIES COMPANY, a corporation of the State of Tennessee (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial institutions named therein or which hereafter become a party thereto (together with PNC collectively, “Lenders”) and PNC as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.

 

FOR VALUE RECEIVED, the Borrower hereby promises to pay to the order of PNC, at the office of Agent located at PNC Bank Center, Two Tower Center, East Brunswick, New Jersey 08816 or at such other place as Agent may from time to time designate to Borrower in writing:

 

(i) the principal sum of FORTY-SIX MILLION AND 00/100 DOLLARS ($46,000,000) or, if different from such amount, the unpaid principal balance of the Revolving Advances as may be due and owing to PNC under the Loan Agreement, payable in accordance with the provisions of the Loan Agreement, subject to acceleration upon the occurrence of an Event of Default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof; and

 

(ii) interest on the principal amount of this Note from time to time outstanding until such principal amount is paid in full at the applicable Revolving Interest Rate in accordance with the provisions of the Loan Agreement. In no event, however, shall interest exceed the maximum interest rate permitted by law. Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall be payable at the Default Rate in accordance with the Loan Agreement; and

 

(iii) notwithstanding anything to the contrary herein, in the Loan Agreement and/or in any Other Document, all outstanding principal and interest hereunder is due and payable on the Termination Date.

 

This Note is a “Revolving Credit Note” referred to in the Loan Agreement and is secured, inter alia, by the liens granted pursuant to the Loan Agreement and the Other Documents, is entitled to the benefits of the Loan Agreement and the Other Documents and is subject to all of the agreements, terms and conditions therein contained. This Note is intended to replace and restate a certain $36,000,000 Amended and Restated Revolving Credit Note dated February __, 2013 issued to the order of PNC.

 

 

This Note is subject to mandatory prepayment, and may be voluntarily prepaid, in whole or in part, in each case, on the terms and conditions set forth in the Loan Agreement.

 

If an Event of Default under Section 10.7 of the Loan Agreement shall occur, then this Note shall immediately become due and payable, without notice, together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof. If any other Event of Default shall occur under the Loan Agreement or any of the Other Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Loan Agreement, be declared to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof.

 

Lenders may at any time pledge or assign all or any portion of their rights under the Loan Agreement and the Other Documents (including any portion of this Note) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Lenders from their obligations under the Loan Agreement or any of the Other Documents.

 

This Note shall be construed and enforced in accordance with the laws of the State of New York.

 

Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Loan Agreement.

  

 

ATTEST:			HUDSON TECHNOLOGIES COMPANY
/s/ Stephen P. Mandracchia			By:	/s/ Kevin J. Zugibe
Name:	STEPHEN P. MANDRACCHIA			Name:	KEVIN J. ZUGIBE
Title:	Secretary			Title:	Chief Executive Officer

 

 

EXHIBIT 10.3

 

 

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 Fifth 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/ Kevin J. Zugibe
Name:	STEPHEN P. MANDRACCHIA			Name:	KEVIN J. ZUGIBE
Title:	Secretary			Title:	Chief Executive Officer

 

  

ATTEST:			HUDSON TECHNOLOGIES COMPANY
/s/ Stephen P. Mandracchia			By:	/s/ Kevin J. Zugibe
Name:	STEPHEN P. MANDRACCHIA			Name:	KEVIN J. ZUGIBE
Title:	Secretary			Title:	Chief Executive Officer

 

 

Dated: April 8, 2016

 

 

 

 

 

 

 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Hudson Technologies to Host Conference Call to Discuss First Quarter 2024 Results
• Coelacanth Announces Q4 2023 Financial and Operating Results
• Miracle Mile Advisors Enhances C-suite by Hiring Matt Dmytryszyn to Serve as Chief Investment Officer