AMENDMENT TO CREDIT AGREEMENT
This AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is made as of the
28th day of March, 2000, by and among CECO GROUP, INC., CECO FILTERS, INC., AIR
PURATOR CORPORATION, NEW XXXXX CO., INC., THE XXXX & XXXX MANUFACTURING COMPANY
and KBD/TECHNIC, INC. (the "Borrowers"), PNC BANK, NATIONAL ASSOCIATION ("PNC"),
individually and as agent for itself and the other banks (collectively, the
"Banks") which from time to time are parties to the hereinafter defined Credit
Agreement (in such capacity, the "Agent").
BACKGROUND
A. The Agent, the Banks and the Borrowers are parties to a Credit Agreement
dated as of December 7, 1999 (the "Credit Agreement").
B. The Borrowers have requested and the Agent and the Banks have agreed to
amend the 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 is 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 Credit Agreement.
2. Amendments to Credit Agreements. The Credit Agreement is hereby amended
as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting the
definitions of "EBITDA Threshold" in its entirety.
(b) Section 2.1(a) of the Credit Agreement is hereby amended by deleting
all of clause (x)(ii) and inserting the following:
(ii) "$2,000,000 until Term Loan C shall have been timely paid in full
and the terms of subsection 6.1(e)(ii) with respect to required EBTIDA of
CECO shall have been satisfied for any period tested pursuant to such
subsection, and."
(c) Section 2.1(b) of the Credit Agreement is hereby amended by deleting
"the EBITDA Threshold shall have been satisfied", and inserting the following:
"the terms of subsection 6.1(e)(ii) with respect to required EBITDA of CECO
shall have been satisfied for any period tested pursuant to such
subsection,"
(d) Section 5.1(b) of the Credit Agreement is hereby amended by inserting
the following at the end of such Section:
"provided that, with respect to monthly periods ending on or before
February 29, 2000 only, no consolidating statements of income, and no
consolidating or consolidated balance sheets, statements of cash flow and
statements of shareholders' equity shall be required to be delivered
pursuant to this Section 5.1(b) for the applicable month; provided further,
that the foregoing proviso shall not affect the requirement to deliver any
other financial statements to be delivered under this subsection;"
(e) Section 6.1(e) of the Credit Agreement is hereby amended by deleting
the amount "$562,500" in the third line thereof and inserting "$250,000" in its
place.
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 heretofore amended and as
amended by this 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
Agreement, 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 are true and correct in all
material respects as of the date hereof, as if made on the date hereof 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 Agreement,
and that the execution, delivery and performance of this Agreement 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 of any
of its properties are bound.
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(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.
(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 amendments set forth
herein is subject to the fulfillment, to the satisfaction of the Agent and its
counsel, of the following conditions precedent:
(a) The Borrowers shall have delivered to the Agent the following, all of
which shall be in form and substance satisfactory to the Agent and shall be duly
completed and executed:
(i) This Agreement and the consent of the Guarantor (as defined in the
Guaranty) attached hereto; and
(ii) Such additional documents, certificates and information as the
Agent may require pursuant to the terms hereof or otherwise reasonably
request.
(b) After giving effect to the amendments contained herein, the
representations and warranties set forth in the Credit Agreement shall be true
and correct on and as of the date hereof.
(c) After giving effect to the amendments 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 Agent's counsel incurred in connection with this Agreement.
7. No Waiver. Except as expressly provided herein, this Agreement 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 Credit Agreement
or any other Loan Document or constitute a waiver of any of the Agent's or the
Banks' other rights or remedies.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
CECO GROUP, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: President, Chief Executive Officer
CECO FILTERS, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title:
AIR PURATOR CORPORATION
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title:
NEW XXXXX CO., INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title:
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THE XXXX & XXXX MANUFACTURING COMPANY
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: President
KBD/TECHNIC, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: Chairman
PNC BANK, NATIONAL ASSOCIATION,
as Agent and as a Bank
By: /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------
FIFTH THIRD BANK, as a Bank
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------
BANK ONE, N.A., as a Bank
By: /s/ Xxxx X. Xxxxxxx
-------------------------
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GUARANTOR'S CONSENT
By Corporate Guaranty, dated December 7, 2000 (the "Guaranty"), the
undersigned (the "Guarantor") guaranteed to the Agent and the Banks (as defined
therein), 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 Amendment to
Credit Agreement. The Guarantor hereby acknowledges and agrees that the Guaranty
remains unaltered and in full force and effect and is hereby ratified and
confirmed.
CECO ENVIRONMENTAL CORP.
By: /s/ Xxxxxxxx Xxxxxx
---------------------------------------
Title: Chief Financial Officer
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