Exhibit 10.3.3 to Flanders Corporation, Form 10-K for year ended December 31, 2007



Exhibit 10.3.3


ELEVENTH AMENDMENT
TO LOAN AND SECURITY AGREEMENT


          THIS
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made
and entered into this 20th day of September, 2007, by and among FLANDERS CORPORATION, a North Carolina
corporation (“Flanders”), FLANDERS/PRECISIONAIRE
CORP., a North Carolina corporation (“Flanders/Precisionaire”), FLANDERS FILTERS, INC., a North Carolina
corporation (“Filters”), FLANDERS/CSC
CORPORATION, a North Carolina corporation (“CSC”), PRECISIONAIRE,
INC., a Florida corporation (“Precisionaire”),
PRECISIONAIRE OF UTAH, INC., a Utah corporation (“Utah”), ECO-AIR PRODUCTS, INC., a California
corporation (“Eco-Air”), AIR SEAL FILTER
HOUSINGS, INC., a Texas corporation (“Air Seal”), and FLANDERS REALTY CORP., a North Carolina
corporation (“Flanders Realty”; Flanders, Flanders/Precisionaire, Filters, CSC,
Precisionaire, Utah, Eco-Air, Air Seal and Flanders Realty are herein referred
to collectively as “Borrowers” and each individually as a “Borrower”), each
with its chief executive office and principal place of business at 2399 26th
Avenue North, St. Petersburg, Florida 33734, and BANK OF AMERICA, N.A., a national banking association
(together with its successors and assigns, “Lender”) with an office at 300
Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339.


Recitals:


          Lender
and Borrowers are parties to a certain Loan and Security Agreement dated
October 18, 2002 (as at any time amended, restated, modified or otherwise
supplemented, the “Loan Agreement”), pursuant to which Lender has made certain
revolving credit and term loans
to Borrowers.


          Events of
Default under (and as defined in) the Loan Agreement have occurred, and
Borrowers have requested a waiver of such Events of Default.


          The
parties also desire to amend the Loan Agreement as hereinafter set forth.


          NOW,
THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable
consideration, the receipt and sufficiency of which are hereby severally
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


          1. Definitions. Each capitalized
term used in this Amendment, unless otherwise defined herein, shall have the
meaning ascribed to such term in the Loan Agreement.


          2. Amendments to Loan Agreement. The
Loan Agreement is hereby amended as follows:


                    (a)
By deleting Section 9.3.1 of the Loan Agreement in its entirety and by
substituting in lieu thereof the following:


	
 

	
 


	
 

	
          9.3.1 Consolidated
 Fixed Charge Coverage Ratio. Maintain a Consolidated Fixed Charge
 Coverage Ratio of not less than 1.25 to 1.0, to be tested monthly as of the
 last day of each month (i) for the period from October 1, 2007, through
 August 31, 2008, 






















	
 

	
 


	
 

	
as of the last day of each month during such period on a cumulative
 basis for the period to-date since October 1, 2007, and (ii) for each month
 after August 31, 2008, as of the last day of each month based upon the
 immediately preceding twelve month period.





                    (b)
By deleting Section 9.3.2 of the Loan Agreement in its entirety and by
substituting in lieu thereof the following:


	
 

	
 


	
 

	
          9.3.2 Consolidated
 Total Funded Debt to Consolidated EBITDA. Maintain a ratio of
 Consolidated Total Funded Debt to Consolidated EBITDA of not more than the
 ratio shown below for the period corresponding thereto, to be tested monthly,
 as of the last day of each month set forth below. For purposes of this Section
 9.3.2, Consolidated Total Funded Debt to Consolidated EBITDA shall be, as
 of any date of determination, the ratio of Consolidated Total Funded Debt on
 such date to, (i) for the period from October 1, 2007, through August 31,
 2008, as of the last day of each month during such period, Consolidated
 EBITDA for the period to-date since October 1, 2007, multiplied by (a)
 twelve, and divided by (b) the number of months included in such
 period to-date, and (ii) for each month after August 31, 2008, as of the last
 day of each month, Consolidated EBITDA for the immediately preceding twelve
 month period.








	
 

	
 

	
 


	
Period End Date

	
 

	
Ratio


	


	
 

	



	
 

	
 

	
 


	
October 31, 2007

	
 

	
4.00 to 1.0


	
 

	
 

	
 


	
November 30, 2007

	
 

	
4.00 to 1.0


	
 

	
 

	
 


	
December 31, 2007

	
 

	
4.00 to 1.0


	
 

	
 

	
 


	
January 31, 2008

	
 

	
3.75 to 1.0


	
 

	
 

	
 


	
February 29, 2008

	
 

	
3.75 to 1.0


	
 

	
 

	
 


	
March 31, 2008

	
 

	
3.75 to 1.0


	
 

	
 

	
 


	
April 30, 2008

	
 

	
3.50 to 1.0


	
 

	
 

	
 


	
May 31, 2008

	
 

	
3.50 to 1.0


	
 

	
 

	
 


	
June 30, 2008

	
 

	
3.50 to 1.0


	
 

	
 

	
 


	
July 31, 2008

	
 

	
3.25 to 1.0


	
 

	
 

	
 


	
August 31, 2008

	
 

	
3.25 to 1.0


	
 

	
 

	
 


	
September 30, 2008

	
 

	
3.25 to 1.0


	
 

	
 

	
 


	
October 31, 2008, and the last day of each month thereafter

	
 

	
3.00 to 1.0





2














                    (c)
By deleting the definition of “Revolver Commitment” set forth in Annex A
to the Loan Agreement in its entirety and by substituting in lieu thereof the
following:


	
 

	
 


	
 

	
          Revolver
Commitment - the commitment of Lender to make Revolver Loans to Borrowers
in accordance with the provisions of Section 1.1 of the Agreement, not to
exceed $36,000,000 (unless otherwise agreed to by Lender in its sole and
absolute discretion). 





          3. Limited Waiver of Default. Events of
Default have occurred and currently exist under the Loan Agreement as a result
of Borrowers’ breach of Sections 9.3.1 and 9.3.2 of the Loan
Agreement (the “Designated Defaults”). The Designated Defaults exist because of
(i) Borrowers’ failure to comply with the covenant regarding Consolidated Fixed
Charge Coverage Ratio set forth in Section 9.3.1 of the Loan Agreement
for the period ending June 30, 2007, and (ii) Borrowers’ failure to comply with
the covenant regarding Consolidated Total Funded Debt to Consolidated EBITDA
set forth in Section 9.3.2 of the Loan Agreement for the periods ending
May 31, 2007, and June 30, 2007. Borrowers represent and warrant that, other
than the Designated Defaults, no Default or Event of Default exists under the
Loan Agreement and the other Loan Documents as of the date hereof. Lender
hereby waives the Designated Defaults in existence on the date hereof. In no
event shall such waiver be deemed to constitute a waiver of (a) any Default or Event
of Default other than the Designated Defaults in existence on the date of this
Amendment, or (b) each Borrower’s obligation to comply with all of the terms
and conditions of the Loan Agreement and the other Loan Documents from and
after the date hereof. Notwithstanding any prior, temporary mutual disregard of
the terms of any contracts between the parties, each Borrower hereby agrees
that it shall be required strictly to comply with all of the terms of the Loan
Documents on and after the date hereof.


          4. Ratification and Reaffirmation. Each
Borrower hereby ratifies and reaffirms the Obligations, each of the Loan
Documents and all of such Borrower’s covenants, duties, indebtedness and
liabilities under the Loan Documents.


          5. Acknowledgments and Stipulations.
Each Borrower acknowledges and stipulates that the Loan Agreement and the other
Loan Documents executed by such Borrower are legal, valid and binding
obligations of such Borrower that are enforceable against such Borrower in
accordance with the terms thereof; all of the Obligations are owing and payable
without defense, offset or counterclaim (and to the extent there exists any
such defense, offset or counterclaim on the date hereof, the same is hereby
waived by such Borrower); the security interests and liens granted by such
Borrower in favor of Lender are duly perfected, first priority security
interests and liens; and the unpaid principal amount of the Loans on and as of
September 19, 2007, totaled $32,481,938.31.


          6. Representations and Warranties. Each
Borrower represents and warrants to Lender, to induce Lender to enter into this
Amendment, that no Default or Event of Default exists on the date hereof other than the Designated Defaults;
the execution, delivery and performance of this Amendment have been duly
authorized by all requisite corporate action on the part of such Borrower and
this Amendment has been duly executed and delivered by such Borrower; and all
of the representations and warranties made by such Borrower in the Loan
Agreement are true and correct on and as of the date hereof.


3












          7. Reference to Loan Agreement. Upon
the effectiveness of this Amendment, each reference in the Loan Agreement to
“this Agreement,” “hereunder,” or words of like import shall mean and be a
reference to the Loan Agreement, as amended by this Amendment.


          8. Breach of Amendment. This Amendment
shall be part of the Loan Agreement and a breach of any representation,
warranty or covenant herein shall constitute an Event of Default.


          9. Amendment
Fee; Expenses of Lender. In consideration of Lender’s willingness to enter into this Amendment
and waive the Designated Defaults as set forth herein, Borrowers agree to pay
to Lender an amendment fee in the amount of $5,000 in immediately available
funds on the date hereof. Additionally, Borrowers agree to pay, on demand, all costs and expenses incurred by Lender in connection with the
preparation, negotiation and execution of this Amendment and any other Loan
Documents executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the costs and fees of
Lender’s legal counsel and any taxes or expenses associated with or incurred in
connection with any instrument or agreement referred to herein or contemplated
hereby. 


          10. Effectiveness;
Governing Law. This Amendment shall be effective upon acceptance by Lender in
Atlanta, Georgia (notice of which acceptance is hereby
waived), whereupon the same shall be governed by and construed in
accordance with the internal laws of the State of Georgia.


          11. Successors and Assigns. This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


          12. No Novation, etc. Except as
otherwise expressly provided in this Amendment, nothing herein shall be deemed
to amend or modify any provision of the Loan Agreement or any of the other Loan
Documents, each of which shall remain in full force and effect. This Amendment
is not intended to be, nor shall it be construed to create, a novation or
accord and satisfaction, and the Loan Agreement as herein modified shall
continue in full force and effect.


          13. Counterparts; Telecopied Signatures.
This Amendment may be executed in any number of counterparts and by different
parties to this Amendment on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute one and the same agreement. Any signature delivered by a party by
facsimile transmission or by portable document format via electronic mail shall
be deemed to be an original signature hereto.


          14. Further Assurances. Each Borrower
agrees to take such further actions as Lender shall reasonably request from
time to time in connection herewith to evidence or give effect to the
amendments set forth herein or any of the transactions contemplated hereby.


          15. Section Titles. Section titles and
references used in this Amendment shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreements among the
parties hereto.


4








          16. Release
of Claims. To induce
Lender to enter into this Amendment, each Borrower hereby releases, acquits and
forever discharges Lender, and all officers, directors, agents, employees,
successors and assigns of Lender,
from any and all liabilities, claims, demands, actions or causes of action of
any kind or nature (if there be any), whether absolute or contingent, disputed
or undisputed, at law or in equity, or known or unknown, that such Borrower now
has or ever had against Lender arising under or in connection with any of the
Loan Documents or otherwise. Each Borrower represents and warrants to Lender
that such Borrower has not transferred or assigned to any Person any claim that
such Borrower ever had or claimed to have against Lender.


          17. Waiver of Jury Trial. To the fullest
extent permitted by applicable law, the parties hereto each hereby waives the
right to trial by jury in any action, suit, counterclaim or proceeding arising
out of or related to this Amendment.


[Remainder of page intentionally left blank; signatures commence on
following page.]









5















          IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above.


	
 

	
 

	
 

	
 


	
 

	
BORROWERS:


	
 

	
 


	
 

	
FLANDERS
 CORPORATION


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
FLANDERS/PRECISIONAIRE
 CORP.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
FLANDERS
 FILTERS, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
FLANDERS/CSC
 CORPORATION


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO





[Signatures continued on following page.]


Eleventh
Amendment (Flanders)











	
 

	
 

	
 

	
 


	
 

	
PRECISIONAIRE,
 INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
PRECISIONAIRE
 OF UTAH, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
ECO-AIR
 PRODUCTS, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
AIR SEAL
 FILTER HOUSINGS, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
FLANDERS
 REALTY CORP.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO





[Signatures continued on following page.]


Eleventh
Amendment (Flanders)











	
 

	
 

	
 


	
 

	
Accepted
 in Atlanta, Georgia:


	
 

	
 


	
 

	
BANK OF
 AMERICA, N.A.

 (“Lender”)


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
James C.
 Wells


	
 

	
Title:

	
Vice
 President





Eleventh Amendment (Flanders)











CONSENT AND REAFFIRMATION


          Each
of the undersigned guarantors of the Obligations of Borrowers at any time owing
to Lender hereby (i) acknowledges receipt of a copy of the foregoing Eleventh
Amendment to Loan and Security Agreement; (ii) consents to Borrowers’ execution
and delivery thereof and of the other
documents, instruments or agreements Borrowers agree to execute and deliver
pursuant thereto; (iii) agrees to be bound thereby; and (iv) affirms
that nothing contained therein shall modify in any respect whatsoever its
respective guaranty of the Obligations and reaffirms that such guaranty is and
shall remain in full force and effect.


          IN
WITNESS WHEREOF, each of the undersigned has executed this Consent and
Reaffirmation as of the date of such Eleventh Amendment to Loan and Security
Agreement.


	
 

	
 

	
 

	
 


	
 

	
GUARANTORS:


	
 

	
 


	
 

	
FLANDERS
 INTERNATIONAL PTE LTD


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
AIRSEAL
 WEST, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
FLANDERS-VIRGINIA,
 INC. (f/k/a
 Tidewater Air Filter Fabrication Company, Inc.)


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
FLANDERS
 AIRIA TECHNOLOGIES, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO





[Signatures
continued on following page.]


Eleventh Amendment (Flanders)











	
 

	
 

	
 

	
 


	
 

	
AIRPURE
 FILTER SALES AND

 SERVICE, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
SUPERIOR
 DIECUTTING, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
Partner


	
 

	
 

	
 


	
 

	
FLANDERS-RICHMOND,
 INC.

 (f/k/a/ Bio-Tec,
 Inc.)


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO


	
 

	
 

	
 


	
 

	
GLOBAL
 CONTAINMENT SYSTEMS, INC.


	
 

	
 


	
 

	
By:

	
 

	



	
 

	
 

	


	



	
 

	
Name:

	
Robert R.
 Amerson


	
 

	
Title:

	
CEO





Eleventh Amendment (Flanders)












FLANDERS CORPORATION


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I,
Debra E. Hill, DO HEREBY CERTIFY, that I am the Secretary of FLANDERS
CORPORATION (the “Corporation”), a corporation duly organized and existing
under and by virtue of the laws of the State of North Carolina and am keeper of
the records and seal thereof; that the following is a true, correct and
compared copy of the resolutions duly adopted by the unanimous consent of all
members of the Board of Directors of said Corporation effective as of September
20, 2007; and that said resolutions are still in full force and effect:  


	
 

	
 


	
 

	
          RESOLVED,
 that the Chairman of the Board, President, Chief Financial Officer, Chief
 Operating Officer, any Vice President, or any other officer or board member
 of this Corporation (or the designee of any of them), each be, and each
 hereby is, authorized and empowered (either alone or in conjunction with any
 one or more of the other officers of the Corporation) to take, from time to
 time, all or any part of the following actions on or in behalf of the
 Corporation: (i) to make, execute and deliver to BANK OF AMERICA, N.A. (“Lender”) (1) an Eleventh Amendment
 to Loan and Security Agreement (the “Amendment”) providing for the amendment
 of certain terms of that certain Loan and Security Agreement dated October
 18, 2002,among the
 Corporation, the other borrowers named therein and Lender (as at any time
 amended, the “Loan Agreement”), and (2) all other agreements, documents and
 instruments contemplated by or referred to in the Amendment or executed by
 the Corporation in connection therewith; said Amendment and other agreements,
 documents and instruments to be substantially in the form presented by Lender with such additional, modified or
 revised terms as may be acceptable to any officer or director of the
 Corporation, as conclusively evidenced by his or her execution thereof; and
 (ii) to carry out, modify, amend or terminate any arrangements or agreements
 at any time existing between the Corporation and Lender. 


	
 

	
 


	
 

	
          RESOLVED,
 that any arrangements, agreements, security agreements, or other instruments
 or documents referred to or executed pursuant to the Amendment by Robert R.
 Amerson, CEO, any other officer or director of the Corporation, or by an
 employee of the Corporation acting pursuant to delegation of authority, may
 be attested by such person and may contain such terms and provisions as such
 person shall, in his or her sole discretion, determine.


	
 

	
 


	
 

	
          RESOLVED,
 that the Loan Agreement and each amendment to the Loan Agreement heretofore
 executed by any officer or director of the Corporation and any actions taken
 under the Loan Agreement as thereby amended are hereby ratified and approved.
 





          I
DO FURTHER CERTIFY that Robert R. Amerson is the CEO of the Corporation and Debra E. Hill is the Secretary of the Corporation and
each is
duly elected, qualified and acting as such, respectively. 


Eleventh Amendment (Flanders)












          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, on September 20, 2007. 


	
 

	



	
 

	



	
 

	
Secretary


	
 

	
 


	
 

	
[CORPORATE SEAL] 





          I,
Robert R. Amerson, CEO of said Corporation, do hereby certify that the foregoing
is a correct copy of the resolutions passed by the Board of Directors of the
Corporation and that Debra E. Hill is Secretary of the Corporation and is duly
authorized to attest to the passage of said resolutions. 


	
 

	
 


	
 

	



	
 

	



	
 

	
CEO





Eleventh Amendment (Flanders)












FLANDERS/PRECISIONAIRE CORP.


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I,
Debra E. Hill, DO HEREBY CERTIFY, that I am the Secretary of
FLANDERS/PRECISIONAIRE CORP. (the “Corporation”), a corporation duly organized
and existing under and by virtue of the laws of the State of North Carolina and
am keeper of the records and seal thereof; that the following is a true,
correct and compared copy of the resolutions duly adopted by the unanimous
consent of all members of the Board of Directors of said Corporation effective
as of September 20, 2007; and that said resolutions are still in full force and
effect:  


	
 

	
 


	
 

	
          RESOLVED,
 that the Chairman of the Board, President, any Vice President, Treasurer, or
 any other officer or board member of this Corporation (or the designee of any
 of them), each be, and each hereby is, authorized and empowered (either alone
 or in conjunction with any one or more of the other officers of the
 Corporation) to take, from time to time, all or any part of the following
 actions on or in behalf of the Corporation: (i) to make, execute and deliver
 to BANK OF AMERICA, N.A.
 (“Lender”) (1) an Eleventh Amendment to Loan and Security Agreement (the
 “Amendment”) providing for the amendment of certain terms of that certain
 Loan and Security Agreement dated October 18, 2002,among the Corporation, the other borrowers named therein
 and Lender (as at any time amended, the “Loan Agreement”), and (2) all other
 agreements, documents and instruments contemplated by or referred to in the
 Amendment or executed by the Corporation in connection therewith; said
 Amendment and other agreements, documents and instruments to be substantially
 in the form presented by Lender with
 such additional, modified or revised terms as may be acceptable to any
 officer or director of the Corporation, as conclusively evidenced by his or
 her execution thereof; and (ii) to carry out, modify, amend or terminate any
 arrangements or agreements at any time existing between the Corporation and
 Lender. 


	
 

	
 


	
 

	
          RESOLVED,
 that any arrangements, agreements, security agreements, or other instruments
 or documents referred to or executed pursuant to the Amendment by Robert R.
 Amerson, CEO, any other officer or director of the Corporation, or by an
 employee of the Corporation acting pursuant to delegation of authority, may
 be attested by such person and may contain such terms and provisions as such
 person shall, in his or her sole discretion, determine.


	
 

	
 


	
 

	
          RESOLVED,
 that the Loan Agreement and each amendment to the Loan Agreement heretofore
 executed by any officer or director of the Corporation and any actions taken
 under the Loan Agreement as thereby amended are hereby ratified and approved.
 





          I
DO FURTHER CERTIFY that Robert R. Amerson is the CEO of the Corporation and Debra E. Hill is the Secretary of the Corporation and each
is
duly elected, qualified and acting as such, respectively. 











          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, on September 20, 2007. 


	
 

	
 


	
 

	



	
 

	



	
 

	
__________________,
 Secretary


	
 

	
 


	
 

	
[CORPORATE SEAL] 





          I,
Robert R. Amerson,  CEO of said
Corporation, do hereby certify that the foregoing is a correct copy of the
resolutions passed by the Board of Directors of the Corporation and that Debra
E. Hill is Secretary of the Corporation and is duly authorized to attest to the
passage of said resolutions. 


	
 

	
 


	
 

	



	
 

	



	
 

	
CEO





Eleventh Amendment
(Flanders/Precisionaire) 












FLANDERS FILTERS, INC.


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I,
Debra E. Hill, DO HEREBY CERTIFY,
that I am the Secretary of FLANDERS FILTERS,
INC. (the “Corporation”), a corporation duly organized and existing
under and by virtue of the laws of the State of North Carolina and am keeper of
the records and seal thereof; that the following is a true, correct and
compared copy of the resolutions duly adopted by the unanimous consent of all
members of the Board of Directors of said Corporation effective as of September
20, 2007; and that said resolutions are still in full force and effect: 


	
 

	
 

	
 


	
 

	
          RESOLVED,
  that the Chairman of the Board, President, any Vice President, Treasurer, or
  any other officer or board member of this Corporation (or the designee of any
  of them), each be, and each hereby is, authorized and empowered (either alone
  or in conjunction with any one or more of the other officers of the
  Corporation) to take, from time to time, all or any part of the following actions
  on or in behalf of the Corporation: (i) to make, execute and deliver to BANK OF AMERICA, N.A. (“Lender”) (1) an
  Eleventh Amendment to Loan and Security Agreement (the “Amendment”) providing
  for the amendment of certain terms of that certain Loan and Security
  Agreement dated October 18, 2002, among
  the Corporation, the other borrowers named therein and Lender (as at any time
  amended, the “Loan Agreement”), and (2) all other agreements, documents and
  instruments contemplated by or referred to in the Amendment or executed by
  the Corporation in connection therewith; said Amendment and other agreements,
  documents and instruments to be substantially in the form presented by Lender with such additional, modified or
  revised terms as may be acceptable to any officer or director of the
  Corporation, as conclusively evidenced by his or her execution thereof; and
  (ii) to carry out, modify, amend or terminate any arrangements or agreements
  at any time existing between the Corporation and Lender. 

	
 


	
 

	
 

	
 


	
 

	
          RESOLVED,
  that any arrangements, agreements, security agreements, or other instruments
  or documents referred to or executed pursuant to the Amendment by Robert R.
  Amerson, CEO, any other officer or director of the Corporation, or by an
  employee of the Corporation acting pursuant to delegation of authority, may
  be attested by such person and may contain such terms and provisions as such
  person shall, in his or her sole discretion, determine.

	
 


	
 

	
 

	
 


	
 

	
          RESOLVED,
  that the Loan Agreement and each amendment to the Loan Agreement heretofore
  executed by any officer or director of the Corporation and any actions taken
  under the Loan Agreement as thereby amended are hereby ratified and approved.
  

	
 


	
 

	
 

	
 


	
          I
  DO FURTHER CERTIFY that Robert R. Amerson is the CEO of the Corporation and
  Debra E. Hill is the Secretary
  of the Corporation and each is duly elected, qualified and acting as such,
  respectively. 

	
 















          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, on September 20, 2007. 


	
 

	
 


	
 

	



	
 

	



	
 

	
___________________________,
  Secretary 


	
 

	
 

	
 

	
[CORPORATE
  SEAL] 





          I, Robert R.
Amerson, CEO of said Corporation, do hereby certify that the foregoing is a
correct copy of the resolutions passed by the Board of Directors of the
Corporation and that Debra E. Hill is Secretary of the Corporation and is duly
authorized to attest to the passage of said resolutions. 


	
 

	
 


	
 

	



	
 

	



	
 

	
CEO                 





Eleventh Amendment (Flanders/Filters) 











FLANDERS/CSC CORPORATION


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I, Debra E.
Hill, DO HEREBY CERTIFY, that I am
the Secretary of FLANDERS/CSC CORPORATION (the “Corporation”), a corporation
duly organized and existing under and by virtue of the laws of the State of
North Carolina and am keeper of the records and seal thereof; that the
following is a true, correct and compared copy of the resolutions duly adopted
by the unanimous consent of all members of the Board of Directors of said
Corporation effective as of September 20, 2007; and that said resolutions are
still in full force and effect: 


	
 

	
 

	
 


	
 

	
          RESOLVED, that the Chairman of the Board,
  President, any Vice President, Treasurer, or any other officer or board
  member of this Corporation (or the designee of any of them), each be, and
  each hereby is, authorized and empowered (either alone or in conjunction with
  any one or more of the other officers of the Corporation) to take, from time
  to time, all or any part of the following actions on or in behalf of the
  Corporation: (i) to make, execute and deliver to BANK OF AMERICA, N.A. (“Lender”) (1) an Eleventh Amendment
  to Loan and Security Agreement (the “Amendment”) providing for the amendment
  of certain terms of that certain Loan and Security Agreement dated October
  18, 2002, among the
  Corporation, the other borrowers named therein and Lender (as at any time
  amended, the “Loan Agreement”), and (2) all other agreements, documents and
  instruments contemplated by or referred to in the Amendment or executed by
  the Corporation in connection therewith; said Amendment and other agreements,
  documents and instruments to be substantially in the form presented by Lender with such additional, modified or
  revised terms as may be acceptable to any officer or director of the
  Corporation, as conclusively evidenced by his or her execution thereof; and
  (ii) to carry out, modify, amend or terminate any arrangements or agreements
  at any time existing between the Corporation and Lender. 

	
 


	
 

	
 

	
 


	
 

	
          RESOLVED,
  that any arrangements, agreements, security agreements, or other instruments
  or documents referred to or executed pursuant to the Amendment by Robert R.
  Amerson, CEO, any other officer or director of the Corporation, or by an
  employee of the Corporation acting pursuant to delegation of authority, may
  be attested by such person and may contain such terms and provisions as such
  person shall, in his or her sole discretion, determine. 

	
 


	
 

	
 

	
 


	
 

	
          RESOLVED,
  that the Loan Agreement and each amendment to the Loan Agreement heretofore
  executed by any officer or director of the Corporation and any actions taken
  under the Loan Agreement as thereby amended are hereby ratified and approved.
  

	
 


	
 

	
 

	
 


	
          I DO FURTHER
  CERTIFY that Robert R. Amerson is the CEO of the Corporation and Debra E.
  Hill is the Secretary of the
  Corporation and each is duly elected, qualified and acting as such,
  respectively. 

	
 
















          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, on September 20, 2007. 


	
 

	
 


	
 

	



	
 

	



	
 

	
______________________,
  Secretary 


	
 

	
 

	
 

	
[CORPORATE
  SEAL] 





          I, Robert R.
Amerson, CEO of said Corporation, do hereby certify that the foregoing is a
correct copy of the resolutions passed by the Board of Directors of the
Corporation and that Debra E. Hill is Secretary of the Corporation and is duly
authorized to attest to the passage of said resolutions. 


	
 

	
 


	
 

	



	
 

	



	
 

	
CEO                 





Eleventh Amendment
(Flanders/CSC) 













PRECISIONAIRE, INC.


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I,
Debra E. Hill, DO HEREBY CERTIFY, that I am the Secretary of PRECISIONAIRE,
INC. (the “Corporation”), a corporation duly organized and existing under and
by virtue of the laws of the State of Florida and am keeper of the records and
seal thereof; that the following is a true, correct and compared copy of the
resolutions duly adopted by the unanimous consent of all members of the Board
of Directors of said Corporation effective as of September 20, 2007; and that
said resolutions are still in full force and effect:  


	
 

	
 


	
 

	
          RESOLVED,
that the Chairman of the Board, President, any Vice President, Treasurer, or
any other officer or board member of this Corporation (or the designee of any
of them), each be, and each hereby is, authorized and empowered (either alone
or in conjunction with any one or more of the other officers of the
Corporation) to take, from time to time, all or any part of the following
actions on or in behalf of the Corporation: (i) to make, execute and deliver
to BANK OF AMERICA, N.A. (“Lender”) (1) an Eleventh Amendment to Loan and
Security Agreement (the “Amendment”) providing for the amendment of certain
terms of that certain Loan and Security Agreement dated October 18, 2002,among the Corporation, the other
borrowers named therein and Lender (as at any time amended, the “Loan
Agreement”), and (2) all other agreements, documents and instruments
contemplated by or referred to in the Amendment or executed by the
Corporation in connection therewith; said Amendment and other agreements,
documents and instruments to be substantially in the form presented by Lender with such additional, modified or
revised terms as may be acceptable to any officer or director of the
Corporation, as conclusively evidenced by his or her execution thereof; and
(ii) to carry out, modify, amend or terminate any arrangements or agreements
at any time existing between the Corporation and Lender.  


	
 

	
 


	
 

	
          RESOLVED,
 that any arrangements, agreements, security agreements, or other instruments
 or documents referred to or executed pursuant to the Amendment by Robert R.
 Amerson, CEO, any other officer or director of the Corporation, or by an
 employee of the Corporation acting pursuant to delegation of authority, may
 be attested by such person and may contain such terms and provisions as such
 person shall, in his or her sole discretion, determine.


	
 

	
 


	
 

	
          RESOLVED,
 that the Loan Agreement and each amendment to the Loan Agreement heretofore
 executed by any officer or director of the Corporation and any actions taken
 under the Loan Agreement as thereby amended are hereby ratified and approved.
 





          I
DO FURTHER CERTIFY that Robert R. Amerson is the CEO of the Corporation and
Debra E. Hill is the Secretary of
the Corporation and each is duly elected, qualified and acting as such,
respectively. 











          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, on September 20, 2007. 


	
 

	
 


	
 

	



	
 

	



	
 

	
_____________________,
 Secretary


	
 

	
 


	
 

	
[CORPORATE SEAL] 





I, Robert R.
Amerson, CEO of said Corporation, do hereby certify that the foregoing is a
correct copy of the resolutions passed by the Board of Directors of the
Corporation and that Debra E. Hill is Secretary of the Corporation and is duly
authorized to attest to the passage of said resolutions. 


	
 

	
 


	
 

	



	
 

	



	
 

	
CEO





Eleventh Amendment
(Flanders/Precisionaire) 











PRECISIONAIRE OF UTAH, INC.


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I,
Debra E. Hill, DO HEREBY CERTIFY, that I am the Secretary of PRECISIONAIRE OF
UTAH, INC. (the “Corporation”), a corporation duly organized and existing under
and by virtue of the laws of the State of Utah and am keeper of the records and
seal thereof; that the following is a true, correct and compared copy of the
resolutions duly adopted by the unanimous consent of all members of the Board
of Directors of said Corporation effective as of September 20, 2007; and that
said resolutions are still in full force and effect:  


	
 

	
 


	
 

	
          RESOLVED,
that the Chairman of the Board, President, any Vice President, Treasurer, or
any other officer or board member of this Corporation (or the designee of any
of them), each be, and each hereby is, authorized and empowered (either alone
or in conjunction with any one or more of the other officers of the
Corporation) to take, from time to time, all or any part of the following
actions on or in behalf of the Corporation: (i) to make, execute and deliver
to BANK OF AMERICA, N.A. (“Lender”) (1) an Eleventh Amendment to Loan and
Security Agreement (the “Amendment”) providing for the amendment of certain
terms of that certain Loan and Security Agreement dated October 18, 2002, among the Corporation, the other
borrowers named therein and Lender (as at any time amended, the “Loan
Agreement”), and (2) all other agreements, documents and instruments
contemplated by or referred to in the Amendment or executed by the
Corporation in connection therewith; said Amendment and other agreements,
documents and instruments to be substantially in the form presented by Lender with such additional, modified or
revised terms as may be acceptable to any officer or director of the
Corporation, as conclusively evidenced by his or her execution thereof; and
(ii) to carry out, modify, amend or terminate any arrangements or agreements
at any time existing between the Corporation and Lender.  


	
 

	
 


	
 

	
          RESOLVED,
 that any arrangements, agreements, security agreements, or other instruments
 or documents referred to or executed pursuant to the Amendment by Robert R.
 Amerson, CEO, any other officer or director of the Corporation, or by an
 employee of the Corporation acting pursuant to delegation of authority, may
 be attested by such person and may contain such terms and provisions as such
 person shall, in his or her sole discretion, determine.


	
 

	
 


	
 

	
          RESOLVED,
 that the Loan Agreement and each amendment to the Loan Agreement heretofore
 executed by any officer or director of the Corporation and any actions taken
 under the Loan Agreement as thereby amended are hereby ratified and approved.





          I
DO FURTHER CERTIFY that Robert R. Amerson is the CEO of the Corporation and
Debra E. Hill is the Secretary of
the Corporation and each is duly elected, qualified and acting as such,
respectively. 











          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, on September 20, 2007. 


	
 

	
 


	
 

	



	
 

	



	
 

	
____________________________,
 Secretary


	
 

	
 


	
 

	
[CORPORATE SEAL] 





          I,
Robert R. Amerson, CEO of said Corporation, do hereby certify that the foregoing
is a correct copy of the resolutions passed by the Board of Directors of the
Corporation and that Debra E. Hill is Secretary of the Corporation and is duly
authorized to attest to the passage of said resolutions. 


	
 

	
 


	
 

	



	
 

	



	
 

	
CEO





Eleventh Amendment
(Flanders/Precisionaire of Utah) 











ECO-AIR PRODUCTS, INC.


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I,
Debra E. Hill, DO HEREBY CERTIFY, that I am the Secretary of ECO-AIR
PRODUCTS, INC. (the “Corporation”), a corporation duly organized and existing
under and by virtue of the laws of the State of California and am keeper of the
records and seal thereof; that the following is a true, correct and compared
copy of the resolutions duly adopted by the unanimous consent of all members of
the Board of Directors of said Corporation effective as of September 20, 2007;
and that said resolutions are still in full force and effect:  


	
 

	
 


	
 

	
          RESOLVED,
that the Chairman of the Board, President, any Vice President, Treasurer, or
any other officer or board member of this Corporation (or the designee of any
of them), each be, and each hereby is, authorized and empowered (either alone
or in conjunction with any one or more of the other officers of the
Corporation) to take, from time to time, all or any part of the following
actions on or in behalf of the Corporation: (i) to make, execute and deliver
to BANK OF AMERICA, N.A. (“Lender”) (1) an Eleventh Amendment to Loan and
Security Agreement (the “Amendment”) providing for the amendment of certain
terms of that certain Loan and Security Agreement dated October 18, 2002, among the Corporation, the other
borrowers named therein and Lender (as at any time amended, the “Loan
Agreement”), and (2) all other agreements, documents and instruments
contemplated by or referred to in the Amendment or executed by the
Corporation in connection therewith; said Amendment and other agreements,
documents and instruments to be substantially in the form presented by Lender with such additional, modified or
revised terms as may be acceptable to any officer or director of the
Corporation, as conclusively evidenced by his or her execution thereof; and
(ii) to carry out, modify, amend or terminate any arrangements or agreements
at any time existing between the Corporation and Lender.  


	
 

	
 


	
 

	
          RESOLVED,
 that any arrangements, agreements, security agreements, or other instruments
 or documents referred to or executed pursuant to the Amendment by Robert R.
 Amerson, CEO, any other officer or director of the Corporation, or by an
 employee of the Corporation acting pursuant to delegation of authority, may
 be attested by such person and may contain such terms and provisions as such
 person shall, in his or her sole discretion, determine.


	
 

	
 


	
 

	
          RESOLVED,
 that the Loan Agreement and each amendment to the Loan Agreement heretofore
 executed by any officer or director of the Corporation and any actions taken
 under the Loan Agreement as thereby amended are hereby ratified and approved.
 





          I
DO FURTHER CERTIFY that Robert R. Amerson is the CEO of the Corporation
and Debra E. Hill is the Secretary
of the Corporation and each is duly elected, qualified and acting as such,
respectively. 











          IN WITNESS
WHEREOF, I have hereunto set my hand and affixed the Seal of the Corporation,
on September 20, 2007. 


	
 

	
 


	
 

	



	
 

	



	
 

	
______________________,
 Secretary


	
 

	
 


	
 

	
[CORPORATE SEAL] 





          I,
Robert R. Amerson, CEO of said Corporation, do hereby certify that the
foregoing is a correct copy of the resolutions passed by the Board of Directors
of the Corporation and that Debra E. Hill is Secretary of the Corporation and
is duly authorized to attest to the passage of said resolutions. 


	
 

	
 


	
 

	



	
 

	



	
 

	
CEO





Eleventh Amendment
(Flanders/Eco-Air) 












AIR SEAL FILTER HOUSINGS, INC.


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I,
Debra E. Hill, DO HEREBY CERTIFY, that I am the Secretary of AIR SEAL FILTER HOUSINGS, INC. (the “Corporation”),
a corporation duly organized and existing under and by virtue of the laws of
the State of Texas and am keeper of the records and seal thereof; that the following
is a true, correct and compared copy of the resolutions duly adopted by the
unanimous consent of all members of the Board of Directors of said Corporation
effective as of September 20, 2007; and that said resolutions are still in full
force and effect:


	
 

	
 


	
 

	
          RESOLVED,
  that the Chairman of the Board, President, any Vice President, Treasurer, or
  any other officer or board member of this Corporation (or the designee of any
  of them), each be, and each hereby is, authorized and empowered (either alone
  or in conjunction with any one or more of the other officers of the
  Corporation) to take, from time to time, all or any part of the following
  actions on or in behalf of the Corporation: (i) to make, execute and deliver
  to BANK OF AMERICA, N.A. (“Lender”)
  (1) an Eleventh Amendment to Loan and Security Agreement (the “Amendment”)
  providing for the amendment of certain terms of that certain Loan and
  Security Agreement dated October 18, 2002, among the Corporation, the other borrowers named therein
  and Lender (as at any time amended, the “Loan Agreement”), and (2) all
  other agreements, documents and instruments contemplated by or referred to in
  the Amendment or executed by the Corporation in connection therewith; said
  Amendment and other agreements, documents and instruments to be substantially
  in the form presented by Lender with
  such additional, modified or revised terms as may be acceptable to any
  officer or director of the Corporation, as conclusively evidenced by his or
  her execution thereof; and (ii) to carry out, modify, amend or terminate
  any arrangements or agreements at any time existing between the Corporation
  and Lender.


	
 

	
 


	
 

	
          RESOLVED,
  that any arrangements, agreements, security agreements, or other instruments
  or documents referred to or executed pursuant to the Amendment by Robert R. Amerson, CEO, any other officer or director of the Corporation, or by an employee of
  the Corporation acting pursuant to delegation of authority, may be attested
  by such person and may contain such terms and provisions as such person
  shall, in his or her sole discretion, determine.


	
 

	
 


	
 

	
          RESOLVED,
  that the Loan Agreement and each amendment to the Loan Agreement heretofore
  executed by any officer or director of the Corporation and any actions taken
  under the Loan Agreement as thereby amended are hereby ratified and approved.





          I
DO FURTHER CERTIFY that Robert R. Amerson is the CEO of the Corporation and Debra
E. Hill is the Secretary of the
Corporation and each is duly elected, qualified and acting as such, respectively.











          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, on September 20, 2007.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	



	
 

	
 

	
_________________________________,
  Secretary


	
 

	
 

	
 


	
 

	
 

	
[CORPORATE
  SEAL]





          I, Robert R. Amerson, CEO of said Corporation, do hereby certify that the
foregoing is a correct copy of the resolutions passed by the Board of Directors
of the Corporation and that Debra E. Hill is Secretary of the Corporation and is
duly authorized to attest to the passage of said resolutions.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	



	
 

	
 

	
CEO





Eleventh Amendment
(Flanders/Air Seal)











FLANDERS REALTY CORP.


SECRETARY’S CERTIFICATE


OF


BOARD OF DIRECTORS RESOLUTIONS


          I,
Debra E. Hill, DO HEREBY CERTIFY, that I am the Secretary of FLANDERS REALTY CORP. (the “Corporation”),
a corporation duly organized and existing under and by virtue of the laws of
the State of North Carolina and am keeper of the records and seal thereof; that
the following is a true, correct and compared copy of the resolutions duly
adopted by the unanimous consent of all members of the Board of Directors of
said Corporation effective as of September 20, 2007; and that said resolutions
are still in full force and effect:


	
 

	
 


	
 

	
          RESOLVED,
  that the Chairman of the Board, President, any Vice President, Treasurer, or
  any other officer or board member of this Corporation (or the designee of any
  of them), each be, and each hereby is, authorized and empowered (either alone
  or in conjunction with any one or more of the other officers of the
  Corporation) to take, from time to time, all or any part of the following
  actions on or in behalf of the Corporation: (i) to make, execute and
  deliver to BANK OF AMERICA, N.A.
  (“Lender”) (1) an Eleventh Amendment to Loan and Security Agreement (the
  “Amendment”) providing for the amendment of certain terms of that certain
  Loan and Security Agreement dated October 18, 2002, among the Corporation, the other
  borrowers named therein and Lender (as at any time amended, the “Loan
  Agreement”), and (2) all other agreements, documents and instruments
  contemplated by or referred to in the Amendment or executed by the
  Corporation in connection therewith; said Amendment and other agreements,
  documents and instruments to be substantially in the form presented by Lender with such additional, modified or
  revised terms as may be acceptable to any officer or director of the
  Corporation, as conclusively evidenced by his or her execution thereof; and
  (ii) to carry out, modify, amend or terminate any arrangements or
  agreements at any time existing between the Corporation and Lender.


	
 

	
 


	
 

	
          RESOLVED,
  that any arrangements, agreements, security agreements, or other instruments
  or documents referred to or executed pursuant to the Amendment by Robert R. Amerson, CEO, any other officer or director of the Corporation, or by an employee of
  the Corporation acting pursuant to delegation of authority, may be attested
  by such person and may contain such terms and provisions as such person
  shall, in his or her sole discretion, determine.


	
 

	
 


	
 

	
          RESOLVED, that
  the Loan Agreement and each amendment to the Loan Agreement heretofore
  executed by any officer or director of the Corporation and any actions taken
  under the Loan Agreement as thereby amended are hereby ratified and approved.





          I DO FURTHER
CERTIFY that Robert R. Amerson is the CEO of the Corporation and Debra E. Hill
is the Secretary of the
Corporation and each is duly elected, qualified and acting as such,
respectively.











          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed the Seal of the
Corporation, on September 20, 2007.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	



	
 

	
 

	
_________________________________,
  Secretary


	
 

	
 

	
 


	
 

	
 

	
[CORPORATE
  SEAL]





          I, Robert R. Amerson, CEO of said Corporation, do hereby certify that the
foregoing is a correct copy of the resolutions passed by the Board of Directors
of the Corporation and that Debra E. Hill is Secretary of the Corporation and is
duly authorized to attest to the passage of said resolutions.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	



	
 

	
 

	
CEO










Eleventh
Amendment (Flanders/Realty)