0001193125-05-077739 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into as of November 30, 2004 between CECO Environmental Corp., a Delaware corporation (“the Company”), and Marshall J. Morris (“Indemnitee”).

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STOCK OPTION AGREEMENT CECO ENVIRONMENTAL CORP.
Stock Option Agreement • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware

THIS AGREEMENT is dated and made effective as of January 5, 2005 (“Effective Date”) by and between CECO ENVIRONMENTAL CORP. a Delaware corporation (the “Company”), and DONALD A. WRIGHT (“Optionee”).

Contract
Note • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware

NEITHER THIS NOTE NOR ANY SECURITIES WHICH MAY BE ISSUED UPON THE EXERCISE OF THE WARRANTS HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR OTHERWISE QUALIFIED UNDER ANY STATE SECURITIES LAW. NEITHER THIS NOTE NOR ANY SUCH SECURITIES MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND REGISTRATION OR OTHER QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR OTHER QUALIFICATION IS NOT REQUIRED.

TENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip

This TENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 10th day of November, 2004 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 BANK ONE, NA (“Bank One”), individually (PNC, Fifth Third and Bank One, and their respective successors and assigns, collectively, the “Banks”).

AMENDED AND RESTATED REVOLVING CREDIT NOTE
Revolving Credit Note • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip

FOR VALUE RECEIVED, the undersigned (collectively, the “Borrowers”), hereby promise, jointly and severally, to pay to the order of Fifth Third Bank (the “Bank”), at its office at Fifth Third Center, MD 109052, Cincinnati, Ohio 45263, on the Termination Date (as defined in the Agreement referred to below), the lesser of the principal sum of Ten Million Dollars ($10,000,000.00) and the aggregate unpaid principal amount of the Revolving Credit Loan made by the Bank to the Borrowers pursuant to Section 2.1 of the Credit Agreement dated as of December 7, 1999, as subsequently amended, among the Borrowers and the banks party thereto (as amended, supplemented or otherwise modified form time to time (including hereafter modified), the “Agreement”), in lawful money of the United States of America in immediately available funds, and to pay interest from the date of disbursement thereof on such principal amount from time to time outstanding, in like funds, at said office, at a rate or rates per a

NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip

This NINTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 29TH day of June, 2004 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 BANK ONE, NA (“Bank One”), individually (PNC, Fifth Third and Bank One, and their respective successors and assigns, collectively, the “Banks”).

FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware

THIS FIRST AMENDMENT TO INCENTIVE STOCK OPTION AGREEMENT (the “Amendment”) is made as of November 30, 2004 between CECO Environmental Corp., a Delaware corporation (the “Company”), and Marshall J. Morris (“Optionee”).

ELEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip

This ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 31ST day of December, 2004 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, N.A. (“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 predecessors, successors and assigns, collectively, the “Banks”).

INCENTIVE STOCK OPTION AGREEMENT CECO ENVIRONMENTAL CORP.
Incentive Stock Option Agreement • April 15th, 2005 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware

THIS AGREEMENT is dated and made effective as of December 13, 2004 (“Effective Date”) by and between CECO ENVIRONMENTAL CORP., a Delaware corporation (the “Company”), and DENNIS W. BLAZER (“Optionee”).

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