CECO 8-K

Ceco Environmental Corp (CECO)

8-K 2026-02-04 For: 2026-01-30

Added on April 11, 2026


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CECO	The NASDAQ Stock Market LLC


Exhibit No.		Description

10.1*		Fourth Amended and Restated Credit Agreement, dated as of January 30, 2026, among CECO Environmental Corp., its subsidiaries from time to time party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Certain schedules, exhibits, and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits to the U.S. Securities and Exchange Commission upon request.


ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	40
1.03	Accounting Terms	40
1.04	Rounding	41
1.05	Times of Day	41
1.06	Letter of Credit Amounts	41
1.07	Adjustments for Specified Transactions	41
1.08	Exchange Rates; Currency Equivalents	42
1.09	Additional Alternative Currencies	42
1.10	Change of Currency	43
1.11	Interest Rates; Licensing	44
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
2.01	Revolving Credit Borrowings	46
2.02	Borrowings, Conversions and Continuations of Loans	46
2.03	Letters of Credit	48
2.04	Swing Line Loans	57
2.05	Prepayments	60
2.06	Termination or Reduction of Commitments	63
2.07	Repayment of Loans	64
2.08	Interest	64
2.09	Fees	65
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	65
2.11	Evidence of Debt	66
2.12	Payments Generally; Administrative Agent’s Clawback	66
2.13	Sharing of Payments by Lenders	68
2.14	Designated Borrowers	69
2.15	Increase Option	71
2.16	Cash Collateral	74
2.17	Defaulting Lenders	75
2.18	Designation of Unrestricted and Restricted Subsidiaries	77
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
3.01	Taxes	78
3.02	Illegality	83
3.03	Inability to Determine Rates	83
3.04	Increased Costs	86
3.05	Compensation for Losses	88
3.06	Mitigation Obligations; Replacement of Lenders	88
3.07	Survival	89


ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01	Conditions of Initial Credit Extension	89
4.02	Conditions to all Credit Extensions	91
ARTICLE V. REPRESENTATIONS AND WARRANTIES
5.01	Existence, Qualification and Power	92
5.02	Authorization; No Contravention	92
5.03	Governmental Authorization; Other Consents	92
5.04	Binding Effect	93
5.05	Financial Statements; No Material Adverse Effect	93
5.06	Litigation	94
5.07	No Default	94
5.08	Ownership of Property; Liens	94
5.09	Environmental Compliance	94
5.10	Insurance	94
5.11	Taxes	94
5.12	ERISA Compliance	94
5.13	Subsidiaries; Equity Investments; Loan Parties	96
5.14	Margin Regulations; Investment Company Act	96
5.15	Disclosure	96
5.16	Compliance with Laws	96
5.17	Intellectual Property; Licenses, Etc	97
5.18	OFAC	97
5.19	Solvency	97
5.20	[Reserved.]	97
5.21	Labor Matters	97
5.22	Collateral Documents	97
5.23	Representations as to Foreign Obligors	97
5.24	Anti-Corruption Laws; Sanctions; Use of Proceeds	98
5.25	Affected Financial Institution	99
5.26	Borrower ERISA Status	99
5.27	Beneficial Ownership Certification	99
5.28	Covered Entity	99
5.29	Residency for Dutch Tax Purposes	99
5.30	Fiscal Unity for Dutch Tax Purposes	99
5.31	Centre of Main Interests	99
ARTICLE VI. AFFIRMATIVE COVENANTS
6.01	Financial Statements	99
6.02	Certificates; Other Information	100
6.03	Notices	102
6.04	Payment of Obligations	102
6.05	Preservation of Existence, Etc	102
6.06	Maintenance of Properties	103


6.07	Maintenance of Insurance	103
6.08	Compliance with Laws	103
6.09	Books and Records	103
6.10	Inspection Rights	103
6.11	Use of Proceeds	103
6.12	Additional Subsidiaries	104
6.13	Compliance with Environmental Laws	105
6.14	Further Assurances	105
6.15	Approvals and Authorizations	106
6.16	Anti-Corruption Laws; Sanctions	106
6.17	Residency for Dutch Tax Purposes	106
6.18	Fiscal Unity for Dutch Tax Purposes	106
6.19	Centre of Main Interests	106
6.20	Allocation of Tax Losses upon Termination of Fiscal Unity for Dutch Tax Purposes	106
ARTICLE VII. NEGATIVE COVENANTS
7.01	Liens	107
7.02	Investments	108
7.03	Indebtedness	110
7.04	Fundamental Changes	112
7.05	Dispositions	112
7.06	Restricted Payments	114
7.07	Change in Nature of Business	114
7.08	Transactions with Affiliates	114
7.09	Burdensome Agreements	114
7.10	Use of Proceeds	115
7.11	Financial Covenants	116
7.12	Amendment or Modification of Organization Documents	116
7.13	Accounting Changes	117
7.14	Post-Closing Actions	117
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
8.01	Events of Default	117
8.02	Remedies Upon Event of Default	119
8.03	Application of Funds	120
ARTICLE IX. ADMINISTRATIVE AGENT
9.01	Appointment and Authority	121
9.02	Rights as a Lender	122
9.03	Exculpatory Provisions	122
9.04	Reliance by Administrative Agent	123
9.05	Delegation of Duties	123
9.06	Resignation of Administrative Agent	123
9.07	Non-Reliance on Administrative Agent, Arrangers and Other Lenders	124
9.08	No Other Duties, Etc	125


9.09	Administrative Agent May File Proofs of Claim; Credit Bidding	125
9.10	Collateral and Guaranty Matters	127
9.11	Secured Cash Management Agreements, Secured Hedge Agreements and Secured Permitted Standalone Letters of Credit	127
9.12	Certain ERISA Matters	128
9.13	Recovery of Erroneous Payments	129
ARTICLE X. MISCELLANEOUS
10.01	Amendments, Etc	129
10.02	Notices; Effectiveness; Electronic Communication	131
10.03	No Waiver; Cumulative Remedies; Enforcement	133
10.04	Expenses; Indemnity; Damage Waiver	134
10.05	Payments Set Aside	136
10.06	Successors and Assigns	136
10.07	Treatment of Certain Information; Confidentiality	140
10.08	Right of Setoff	141
10.09	Interest Rate Limitation	142
10.10	Integration; Effectiveness	142
10.11	Survival of Representations and Warranties	142
10.12	Severability	142
10.13	Replacement of Lenders	143
10.14	Governing Law; Jurisdiction; Etc	144
10.15	Waiver of Jury Trial	145
10.16	No Advisory or Fiduciary Responsibility	145
10.17	Electronic Execution; Electronic Records; Counterparts	146
10.18	USA PATRIOT Act	146
10.19	Keepwell	147
10.20	Judgment Currency	147
10.21	Amendment and Restatement; No Novation	147
10.22	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	148
10.23	Acknowledgement Regarding Any Supported QFCs	148


Pricing Level	Consolidated Net Leverage Ratio	Commitment Fee	Term SOFR Loans, Daily Simple SOFR Loans, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans and Letter of Credit Fee	Base Rate Loans
I	Less than 1.50 to 1.00	0.175%	1.50%	0.50%
II	Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00	0.225%	1.75%	0.75%


III	Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00	0.250%	2.00%	1.00%
IV	Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00	0.300%	2.25%	1.25%
V	Greater than or equal to 3.00 to 1.00 but less than 3.50 to 1.00	0.350%	2.50%	1.50%
VI	Greater than or equal to 3.50 to 1.00	0.400%	3.00%	2.00%