exv10w6






Exhibit 10.6




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October 5, 2009
and is by and between FUEL TECH INC., a Delaware corporation (the “Borrower”), the Loan Parties
party hereto, and JPMORGAN CHASE BANK, N .A., a national banking association (“Lender”).



     WHEREAS, Lender and the Loan Parties are parties to a Credit Agreement dated as of June 30,
2009 (as amended from time to time, the “Credit Agreement”). The Credit Agreement evidences
certain credit facilities pursuant to which the Lender has made certain revolving loans to the Loan
Parties on the terms and conditions set forth therein. The Loan Parties’ obligations under the
Credit Agreement are further evidenced by that certain Promissory Note executed by Borrower in the
original principal amount of $25,000,000.00 dated June 30, 2009; and



     WHEREAS, a scrivener’s error has occurred in Section 6.14 (b) (“Leverage Ratio”) of the
Credit Agreement, which the parties intend to correct by the execution of this Amendment.



     NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties agree as follows:



     1. The parties acknowledge the accuracy of the foregoing recitals. All capitalized terms used
herein without specific definitions should be accorded the meanings set forth for such terms in the
Credit Agreement.



     2. The “Leverage Ratio” covenant set forth at Section 6. 14(b) of the Credit Agreement is
hereby amended by deleting the word “less,” and replacing same with the word “greater” and by
clarifying the dates upon which the covenant will be measured. After giving effect to the foregoing
Amendment, Section 6.14(b) provides as follows:


“(b) Leverage Ratio. The Borrower will not permit the Leverage Ratio, determined for any period of
four consecutive fiscal quarters ending on any measurement date set forth below, to be greater than
the ratio set forth below opposite such period:




 









 








	 	 	 
	Measurement Date	 	Ratio
	12/31/09

	 	2.0:1.0
	3/31/10 and each quarter thereafter

	 	1.5:1.0






     3. This Amendment shall be binding upon and inure to the benefit of the successors and assigns
of the Loan Parties and the Lender.



     4. Except as expressly amended hereby, the Credit Agreement shall remain in full force and
effect. The Credit Agreement and all rights and powers created hereby are in all respects ratified
and confirmed.



     5. This Amendment has been duly authorized, executed and delivered on behalf of the Loan
Parties pursuant to all requisite corporate authority, and the Credit Agreement as amended hereby
constitutes the legal, valid and binding obligation of the Loan Parties, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditor’s rights.



     6. This Amendment may be signed in any number of counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one and the same instrument.



     7. This Amendment is governed and controlled by the laws of the state of Illinois.



[Signature Page to Follow]




 









 








     IN WITNESS WHEREOF, this Amendment has been duly executed as of the date and year specified at
the beginning hereof.



	 	 	 	 	 
	 	BORROWER:



FUEL TECH, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ John P. Graham
 	 
	 	 	Name:  	John P. Graham 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	FUEL TECH S.r.l.,

organized under the laws of the Italian Republic

 	 
	 	By:  	/s/ John P. Graham
 	 
	 	 	Name:  	John P. Graham 	 
	 	 	Title:  	Director 	 
	 
	 	LENDER:



JPMORGAN CHASE BANK, N.A.

a national association

 	 
	 	By:  	/s/ Jennifer Folsom
 	 
	 	 	Name:  	Jennifer Folsom 	 
	 	 	Title:  	AVP