Thirteenth Amendment to Credit Agreement



 Exhibit 10.2 
  
 THIRTEENTH AMENDMENT TO CREDIT AGREEMENT 
  
 This THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 31st day of March, 2005 by and
among CECO GROUP, INC., CECO FILTERS, INC., AIR PURATOR CORPORATION, NEW BUSCH CO., INC., THE KIRK & BLUM MANUFACTURING COMPANY, KBD/TECHNIC, INC. and CECO ABATEMENT SYSTEMS, INC. (the “Borrowers”), and FIFTH THIRD BANK (“Fifth
Third”), individually and as agent (in such capacity, the “Agent”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”) individually, and JPMORGAN CHASE BANK, NA (“JPMC”) individually, successor by merger to Bank One, NA,
main office Columbus (“Bank One”) (PNC, Fifth Third and Bank One or JPMC, and their respective successors and assigns, collectively, the “Banks”). 
  
 BACKGROUND 
  
 A. PNC (then as Agent) the Banks and the Borrowers are parties to a Credit Agreement dated as of December 7, 1999 (“Credit Agreement”) as
amended by Amendment to Credit Agreement, dated as of March 28, 2000, by Second Amendment to Credit Agreement dated as of November 10, 2000, by Third Amendment to Credit Agreement dated as of March 30, 2001, by Fourth Amendment to Credit Agreement
dated as of August 20, 2001, by Fifth Amendment to Credit Agreement dated as of March 27, 2002, by Sixth Amendment to Credit Agreement dated as of May 14, 2002, by Seventh Amendment to Credit Agreement dated as of November 13, 2002 and by Eighth
Amendment to Credit Agreement dated as of November 13, 2003. 
  
 B. The Banks by separate Intercreditor Agreement, dated as of November 13, 2003 (“Intercreditor Agreement”), agreed to modify their positions so that from and after that date Fifth Third was solely responsible for the
Revolving Credit Commitment and had no interest in the Term Loans (then and now, only Term Loan A) and PNC and Bank One owned, on an equal basis, the Term Loan and Fifth Third Bank became Agent for all purposes under the Credit Agreement, except for
being the mortgagee, pledgee or secured party under existing mortgages, pledges or security agreements, given to secure the Loans made pursuant to the Amended Credit Agreement, for which purpose PNC remains agent for the Banks. 
  
 C. Fifth Third (as Agent), the Banks and Borrowers further amended the
Credit Agreement by Ninth Amendment to Credit Agreement dated as of June 29, 2004, by Tenth Amendment to Credit Agreement dated as of November 10, 2004, by Eleventh Amendment to Credit Agreement dated as of December 31, 2004 and by Twelfth Amendment
to Credit Agreement dated as of April 26, 2005 (the Credit Agreement as amended as set forth in Recital A and this Recital C and as herein amended, the “Amended Credit Agreement”). 
  
 D. JPMC has become successor by merger to Bank One, NA. 







 E. Borrowers and Guarantors wish to amend the Amended Credit Agreement on the terms and conditions
set forth herein. 
  
 NOW, THEREFORE, in consideration of the
foregoing and for good and valuable consideration, the legality and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 
  
 1. Definitions. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement. 
  
 2. Waiver. The Banks hereby waive the requirement that the Borrowers comply with the Financial Covenants as provided in Section 6.1 of the
Credit Agreement, as subsequently modified, as of the last day of March, 2005. The foregoing waiver shall not waive the Borrowers’ obligations to comply with such Financial Covenants on any other date or any other obligation of Borrowers under
the Amended Credit Agreement. 
  
 3. Amendment to the
Loan Documents. All references to the Credit Agreement in the Loan Documents and in any documents executed in connection therewith shall be deemed to refer to the Credit Agreement as amended by this Amendment and all prior amendments to the
Credit Agreement. 
  
 4. Ratification of the Loan
Documents. Notwithstanding anything to the contrary herein contained or any claims of the parties to the contrary, the Agent, the Banks and the Borrowers agree that the Loan Documents and each of the documents executed in connection therewith
are in full force and effect and each such document shall remain in full force and effect, as further amended by this Amendment, and each of the Borrowers hereby ratifies and confirms its obligations thereunder. 
  
 5. Representations and Warranties. 
  
 (a) Each Borrower hereby certifies that (i) the representations and
warranties of such Borrower in the Credit Agreement as previously amended and as amended herein, are true and correct in all material respects as of the date hereof, as if made on the date hereof, provided that, for purposes of this Amendment, only:
(x) the representations and warranties made in Section 3.1(a) and (b) and 3.21 of the Amended Credit Agreement shall relate to the most recent financial statements of the type referred to therein which have been given by the Borrowers to the Banks
(but the foregoing shall not be a waiver of any Default or Event of Default based on any representation or warranty made by the Borrowers in the Credit Agreement or any amendment thereof, prior to this Amendment, being untrue at the time made, or
for any breach of any covenant contained in the Credit Agreement, as amended prior to the date of this Amendment); (y) the representations and warranties made in Section 3.1(c) of the Amended Credit Agreement shall be made as of the date of this
Amendment and not as of the Closing Date; and (z) the representations and warranties made in Section 3.2 of the Amended Credit Agreement shall refer to Material Adverse Effect since the last audited consolidated financial 
  

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 statements of the Borrowers provided to the Banks by the Borrowers, instead of since September 30, 1999 (but the
foregoing shall not be a waiver of any Default or Event of Default based on any representation or warranty made by the Borrowers in the Credit Agreement or any amendment thereof, prior to this Amendment, being untrue at the time made, or for any
breach of any covenant contained in the Credit Agreement, as amended prior to the date of this Amendment); and (ii) no Event of Default and no event which could become an Event of Default with the passage of time or the giving of notice, or both,
under the Credit Agreement or the other Loan Documents exists on the date hereof. 
  
 (b) Each Borrower further represents that it has all the requisite power and authority to enter into and to perform its obligations under this Amendment, and that the execution, delivery and performance of this
Amendment have been duly authorized by all requisite action and will not violate or constitute a default under any provision of any applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in
effect or of the Articles of Incorporation or by-laws of such Borrower, or of any indenture, note, loan or credit agreement, license or any other agreement, lease or instrument to which such Borrower is a party or by which such Borrower or any of
its properties are bound. 
  
 (c) Each Borrower also
further represents that its obligation to repay the Loans, together with all interest accrued thereon, is absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defense of any nature whatsoever to payment of
the Loans, and each Borrower further represents that the Agents and Banks have fully performed all of their respective obligations under the Loan Documents through the date of this Amendment. 
  
 (d) Each Borrower also further represents that there have been no
changes to the Articles of Incorporation, by-laws or other organizational documents of each such Borrower since the most recent date true and correct copies thereof were delivered to the Agent. 
  
 6. Conditions Precedent. The effectiveness of the waiver set
forth herein is subject to the fulfillment, to the satisfaction of the Banks and their counsel, of the following conditions precedent: 
  
 (a) The Borrowers shall have delivered to the Banks the following, all of which shall be in form and substance satisfactory to the Banks and shall
be duly completed and executed: 
  
 (i) This
Amendment and the consents of the Guarantor and the Subordinated Creditors as attached hereto; and 
  
 (ii) Such additional documents, certificates and information as the Banks may require pursuant to the terms hereof or otherwise reasonably
request. 
  

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 (b) After giving effect to the waiver contained herein, the representations and warranties set
forth in the Amended Credit Agreement shall be true and correct on and as of the date hereof. 
  
 (c) After giving effect to the waiver contained herein, no Event of Default hereunder, and no event which, with the passage of time or the giving of notice, or both, would become such an Event of Default shall
have occurred and be continuing as of the date hereof. 
  
 (d) The Borrowers shall have paid the reasonable fees and disbursements of the Banks’ counsel incurred in connection with this Amendment. 
  

7. No Waiver. Except as expressly provided herein, this Amendment and anything contained herein or provided for herein does not and shall
not be deemed to constitute a waiver by the Agent or the Banks of any Event of Default, or of any event which with the passage of time or the giving of notice or both would constitute an Event of Default, nor does it obligate the Agent or the Banks
to agree to any further modifications to the Amended Credit Agreement or any other Loan Document or constitute a waiver of any of the Agent’s or the Banks’ other rights or remedies. Except for the wavier set forth in paragraph 2 above, all
of the terms of the Credit Agreement as previously amended remain in full force and effect without any modification. 
  
 8. Waiver and Release. The Borrowers each on behalf of themselves, their agents, employees, officers, directors, successors and assigns, do
hereby waive and release Agent and Banks, their agents, employees, officers, directors, affiliates, parents, successors and assigns, from any claims arising from or related to administration of the Amended Credit Agreement and the Loan Documents and
any course of dealing among the parties not in compliance with those agreements from the inception of the Credit Agreement whether known or unknown through the date of execution and delivery of this Amendment. 
  
 9. Effective Date. The parties hereto agree that this Amendment
shall for all purposes be deemed to be effective as of the date set forth in the first paragraph of this Amendment (the “effective date”) and for all purposes the Amended Credit Agreement shall be deemed to have been amended as of such
date to reflect the amendments to the Credit Agreement set forth in herein, even though this Amendment is executed after such date. 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written. 
  

			
	CECO GROUP, INC.
		
	By:	 	 /s/ Dennis W. Blazer


	Name:	 	Dennis W. Blazer
	Title:	 	CFO


  

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	CECO FILTERS, INC.
		
	By:	 	 /s/ Dennis W. Blazer


	Name:	 	Dennis W. Blazer
	Title:	 	Treasurer
	
	AIR PURATOR CORPORATION
		
	By:	 	 /s/ Dennis W. Blazer


	Name	 	: Dennis W. Blazer
	Title	 	: Treasurer
	
	NEW BUSCH CO., INC.
		
	By:	 	 /s/ Dennis W. Blazer


	Name:	 	Dennis W. Blazer
	Title:	 	Treasurer
	
	THE KIRK & BLUM MANUFACTURING COMPANY
		
	By:	 	 /s/ Dennis W. Blazer


	Name:	 	Dennis W. Blazer
	Title:	 	Treasurer
	
	KBD/TECHNIC, INC.
		
	By:	 	 /s/ Dennis W. Blazer


	Name:	 	Dennis W. Blazer
	Title:	 	Treasurer


  

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	CECO ABATEMENT SYSTEMS, INC.
		
	By:	 	 /s/ Dennis W. Blazer


	Name:	 	Dennis W. Blazer
	Title:	 	Treasurer
	
	PNC BANK, NATIONAL ASSOCIATION, as a Bank
		
	By:	 	 /s/ William C. Miles


	Name:	 	William C. Miles
	Title:	 	Vice President
	
	FIFTH THIRD BANK, as Agent and as a Bank
		
	By:	 	 /s/ Donald K. Mitchell


	Name:	 	Donald K. Mitchell
	Title:	 	Vice President
	
	JPMORGAN CHASE BANK, NA, as a Bank
		
	By:	 	 /s/ Jefferey C. Nicholson


	Name:	 	Jefferey C. Nicholson
	Title:	 	First Vice President


  

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 GUARANTOR’S CONSENT 
  
 By Corporate Guaranty, dated December 7, 1999 (the “Guaranty”), the undersigned (the “Guarantor”)
guaranteed to the Agent and the Banks, subject to the terms and conditions set forth therein, the prompt payment and performance of all of the Obligations (as defined therein). The Guarantor consents to the Borrowers’ execution of the foregoing
Thirteenth Amendment to Credit Agreement and to all documents referred to therein. The Guarantor hereby acknowledges and agrees that the Guaranty remains unaltered and in full force and effect and is hereby ratified and confirmed in all respects.

  

			
	CECO ENVIRONMENTAL CORP.
		
	Name:	 	 Phillip DeZwirek


	By:	 	/s/ Phillip DeZwirek
	Title:	 	Chairman, CEO


  

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 GUARANTOR’S CONSENT 
  
 By Guaranty Agreement, dated April 26, 2005 (the “Guaranty”), the undersigned (the “Guarantor”)
guaranteed to Fifth Third, subject to the terms and conditions set forth therein, the prompt payment and performance of all of the Obligations (as defined therein). The Guarantor consents to the Borrowers’ execution of the foregoing Thirteenth
Amendment to Credit Agreement and to all documents referred to therein. The Guarantor hereby acknowledges and agrees that the Guaranty remains unaltered and in full force and effect and is hereby ratified and confirmed in all respects. 

 

			
	By:	 	 /s/ Phillip DeZwirek


	 	 	Phillip DeZwirek


  

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 SUBORDINATED CREDITOR’S CONSENT 
  
 The undersigned (the “Subordinated Creditor”) is a party to the Subordination Agreement with the Agent and the
Banks and other subordinated creditors, dated December 7, 1999 (the “Subordination Agreement”). The Subordinated Creditor consents to the Borrowers’ execution of the foregoing Thirteenth Amendment to Credit Agreement and to all
documents referred to therein. The Subordinated Creditor hereby acknowledges and agrees that the Subordination Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed in all respects. 
  

			
	GREEN DIAMOND OIL CORP.
		
	By:	 	 /s/ Phillip DeZwirek


	Name:	 	Phillip DeZwirek
	Title:	 	President


  

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 SUBORDINATED CREDITOR’S CONSENT 
  
 The undersigned (the “Subordinated Creditor”) is a party to the Subordination Agreement with the Agent and the
Banks and other subordinated creditors, dated December 7, 1999 (the “Subordination Agreement”). The Subordinated Creditor consents to the Borrowers’ execution of the foregoing Thirteenth Amendment to Credit Agreement and to all
documents referred to therein. The Subordinated Creditor hereby acknowledges and agrees that the Subordination Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed in all respects. 
  

			
	 ICS TRUSTEE SERVICES, LTD.

		
	 By:
	 	  


	 Name:
	 	 
	 Title
	 	 


  

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 SUBORDINATED CREDITOR’S CONSENT 
  
 The undersigned (the “Subordinated Creditor”) is a party to the Subordination Agreement with the Agent and the
Banks and other subordinated creditors, dated December 7, 1999 (the “Subordination Agreement”). The Subordinated Creditor consents to the Borrowers’ execution of the foregoing Thirteenth Amendment to Credit Agreement and to all
documents referred to therein. The Subordinated Creditor hereby acknowledges and agrees that the Subordination Agreement remains unaltered and in full force and effect and is hereby ratified and confirmed in all respects. 
  

	
	HARVEY SANDLER
	  
  




  

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