exv4w1









Exhibit 4.1




THIRD AMENDMENT TO

CREDIT AGREEMENT





     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 30, 2011 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 (the “Note”); and



     WHEREAS, pursuant to the First Amendment to Credit Agreement dated October 5, 2009, the
parties corrected a scrivener’s error which had occurred in Section 6.14 (b) (“Leverage Ratio”) of
the Credit Agreement;



     WHEREAS, pursuant to the Second Amendment to the Credit Agreement dated November 4, 2009, the
Lender waived a default of the covenant set forth in Section 6.14(a) of the Agreement, amended the
Minimum Net Income covenant, amended the Leverage Ratio, and amended the definitions of “Permitted
Acquisitions” and “Applicable Rate”;



     WHEREAS, the Borrower has now requested that Lender renew and reduce the revolving credit
facility evidenced by the Note and adjust the Tangible Net Worth Covenant; and the Lender is
willing to do so but only on the terms and subject to the conditions herein set forth.



     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. From and after the date hereof, the definition of “Maturity Date” shall be amended to hereafter
provide as follows:




“Maturity Date” means June 30, 2013 or any earlier date on which the
Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.”



     3. From and after the date hereof, the definition of “Revolving Commitment” shall be amended to
hereafter provide as follows:




“Revolving Commitment” means the commitment of the Lender to make
Revolving Loans and Letters of Credit hereunder, as such commitment



 









 






may be reduced
from time to time pursuant to Section 2.08. The initial amount of the Lender’s
Revolving Commitment is $15,000,000.00. So long as no Default or Event of Default
exists, Borrower shall have the right from time to time to request, which request
must be approved by the Bank in writing and in its sole discretion, an increase in
the
Revolving Commitment, provided that the Revolving Commitment, after giving effect to
such increase, shall in no case exceed $25,000,000.00.



     4. From and after the date hereof, Section 6.14(c) of the Credit Agreement shall be amended to
hereafter provide as follows:




“(c) Minimum Tangible Net Worth. Borrower’s Tangible Net Worth shall
not at any time be less than the Minimum Tangible Net Worth; “Minimum Tangible Net
Worth” is defined for purposes of this Subsection as $50,000,000.00 at all times
from the date hereof through December 31, 2011 and adjusted on the last day of each
Fiscal Year of Borrower (starting with December 31, 2011) by adding an amount equal
to fifty percent (50%) of Borrower’s Net Income (but without reduction for any net
loss) for the Fiscal Year then ended as reflected on Borrower’s audited year-end
financial statement plus 100% of all capital contributed through the issuance of
Equity Interests in the Borrower during such period; and “Tangible Net Worth” being
defined for purposes of this Subsection as Borrower’s consolidated shareholders’
equity (including retained earnings) less the net book value of all Intangible
Assets plus the amount of any LIFO reserve plus the amount of any debt subordinated
to Lender, all as determined under GAAP applied on a basis consistent with the
financial statement dated December 31, 2008. “Intangible Assets” shall mean
goodwill, patents, trademarks, customer lists and other items that are categorized
as intangible assets in accordance with GAAP.”



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



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



     7. 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.



     8. Borrower hereby certifies, represents and warrants to Lender that all certifications,
representations and warranties made by Borrower to Lender in or in connection with the Credit
Agreement were true in all material respects as of the date



Third Amendment to

Credit Agreement



2









 




of the Credit Agreement and are true in
all material respects on and as of the date hereof as if made on and as of the date hereof.




     9. Borrower hereby acknowledges and agrees that Borrower has no defense, offset or counterclaim to the
payment of principal, interest, fees or other liabilities owing under the Credit Agreement and
hereby waive and relinquishes any such defense, offset or counterclaim and Borrower hereby releases
Lender and its respective officers, directors, agents, affiliates, successors and assigns from any
claim, demand or cause of action, known or unknown, contingent or liquidated, which may exist or
hereafter be known to exist relating to any matter prior to the date hereof.



     10. Except as otherwise specified herein, this Amendment embodies the entire agreement and
understanding between Lender and Borrower with respect to the subject matter hereof and supersedes
all prior agreements, consents and understandings relating to such subject matter.



     11. 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.



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



[Signature Page to Follow]



Third Amendment to

Credit Agreement



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     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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FUEL TECH S.r.l.,

organized under the laws of the Italian Republic

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LENDER:



JPMORGAN CHASE BANK, N.A.

a national association

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Third Amendment to

Credit Agreement




4











 





JPMORGAN CHASE BANK, N.A.

AMENDED REVOLVING LOAN NOTE




			
	$15,000,000.00

Chicago, Illinois
	 	June 30, 2011






     FOR VALUE RECEIVED, FUEL TECH, INC., a Delaware corporation (together with permitted
successors, herein called “Maker"), promises to pay to the order of JPMorgan Chase Bank, N.A.
(“Payee"), at the office of JPMorgan Chase Bank, N.A., in Chicago, Illinois, in immediately
available funds and in lawful money of the United States of America, the principal sum of Fifteen
Million and No/100 Dollars ($15,000,000.00) (or the unpaid balance of all principal advanced
against this note, if that amount is less), together with interest on the unpaid principal balance
of this note from time to time outstanding at the rate or rates provided in that certain Credit
Agreement (as amended, supplemented, restated or replaced from time to time, the “Credit
Agreement") dated as of June 30, 2009 among Maker and Payee. Any term defined in the Credit
Agreement which is used in this note and which is not otherwise defined in this note shall have the
meaning ascribed to it in the Credit Agreement.



     1. Credit Agreement; Advances. This note has been issued pursuant to the terms of the
Credit Agreement, and is the Revolving Note referred to in the Credit Agreement. Advances against
this note by Payee or other holder hereof shall be governed by the terms and provisions of the
Credit Agreement. Reference is hereby made to the Credit Agreement for all purposes. Payee is
entitled to the benefits of the Credit Agreement. The unpaid principal balance of this note at any
time shall be the total of all amounts lent or advanced against this note less the amount of all
payments or permitted prepayments made on this note and by or for the account of Maker. All loans
and advances and all payments and permitted prepayments made hereon may be endorsed by the holder
of this note on a schedule which may be attached hereto (and thereby made a part hereof for all
purposes) or otherwise recorded in the holder’s records; provided, that any failure to make
notation of (a) any advance shall not cancel, limit or otherwise affect Maker’s obligations or any
holder’s rights with respect to that advance, or (b) any payment or permitted prepayment of
principal shall not cancel, limit or otherwise affect Maker’s entitlement to credit for that
payment as of the date received by the holder.



     2. Mandatory Payments of Principal and Interest.



     (a) Accrued and unpaid interest on the unpaid principal balance of this note shall be due and
payable monthly and on the Maturity Date as provided in the Credit Agreement.



     (b) On the Maturity Date, the entire unpaid principal balance of this note and all accrued and
unpaid interest on the unpaid principal balance of this note shall be finally due and payable.



     (c) The Credit Agreement provides for prepayments of the indebtedness evidenced hereby upon
terms and conditions specified therein.



 









 





     3. Default. The Credit Agreement provides for the acceleration of the maturity of
this note and other rights and remedies upon the occurrence of certain events specified therein.



     4. Waiver by Maker and Others. Except to the extent, if any, that notice of default
is expressly required herein or in any of the other Loan Documents, Maker and any and all
co-makers, endorsers, guarantors and sureties severally waive notice (including, but not limited
to, notice of intent to accelerate and notice of acceleration, notice of protest and notice of
dishonor), presentment for payment, protest, diligence in collecting and the filing of suit for the
purpose of fixing liability and consent that the time of payment hereof may be extended and
re-extended from time to time without notice to any of them. Each such person agrees that his, her
or its liability on or with respect to this note shall not be affected by any release of or change
in any guaranty at any time existing or by the partial or complete unenforceability of any guaranty
or other surety obligation, in each case in whole or in part, with or without notice and before or
after maturity.



     5. Paragraph Headings. Paragraph headings appearing in this note are for convenient
reference only and shall not be used to interpret or limit the meaning of any provision of this
note.



     6. Choice of Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
APPLICABLE LAWS OF THE STATE OF ILLINOIS AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN
EFFECT.



     7. Successors and Assigns. This note and all the covenants and agreements contained
herein shall be binding upon, and shall inure to the benefit of, the respective legal
representatives, heirs, successors and permitted assigns of Maker and Payee.



     8. Records of Payments. The records of Payee shall be prima facie evidence of the
amounts owing on this note (absent manifest error).



     9. Severability. If any provision of this note is held to be illegal, invalid or
unenforceable under present or future laws, the legality, validity and enforceability of the
remaining provisions of this note shall not be affected thereby, and this note shall be liberally
construed so as to carry out the intent of the parties to it.



     10. Prior Note. This Note is an amendment, extension and replacement of the Revolving
Loan Note dated June 30, 2009 in the original principal amount of $25,000,000.00 (the “Prior Note")
(but is not a payment of said Note).



     11. Revolving Loan. Subject to the terms and provisions of the Credit Agreement,
Maker may use all or any part of the credit provided to be evidenced by this note at any time
before the Maturity Date. Maker may borrow, repay and reborrow hereunder, and except as set forth
in the Credit Agreement there is no limitation on the number of advances to be made hereunder.



[SIGNATURE PAGE TO FOLLOW]




JPMorgan Chase Bank, N.A.

Amended Revolving Loan Note



2









 





	 	 	 	 	 
	 	FUEL TECH, INC.,

a Delaware corporation,

 	 
	 	By:  	 	 
	 	 	Name:   	 	 
	 	 	Title:  	 	 
	 
	 



Signature Page to $15,000,000 Amended Revolving Loan Note

payable to JP Morgan Chase Bank, N.A.