EXHIBIT 10.1
NEITHER THE NOTE AS AMENDED BY THIS
SECOND AMENDMENT NOR ANY SECURITIES WHICH MAY BE ISSUED UPON THE
EXERCISE OF CONVERSION RIGHTS UNDER THE NOTE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
OTHERWISE QUALIFIED UNDER ANY STATE SECURITIES LAW. NEITHER THE
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.
Notwithstanding anything herein
to the contrary, (i) the obligations evidenced by the
Subordinated Convertible Promissory Note dated August 14, 2008
by CECO Environmental Corp., as amended by the First Amendment to
Subordinated Convertible Promissory Note dated February 13,
2009 and this Second Amendment to Subordinated Convertible
Promissory Note, are subordinated to the prior payment in full of
the Senior Obligations (as defined in the Subordination Agreement
referred to herein) pursuant to, and to the extent provided in the
Subordination Agreement, dated as of August 14, 2008 (as
amended, restated, supplemented or modified from time to time, the
“Subordination Agreement”) in favor of Fifth Third Bank
(together with its successors and assigns, and the other holders,
if any, of the Senior Obligations identified therein or
contemplated thereby, the “Senior Lender”) and
(ii) the rights of the holder of the Note, as amended, are
subject to the limitations and provisions of the Subordination
Agreement. In the event of any conflict between the terms of the
Subordination Agreement and the terms of the Subordinated
Convertible Promissory Note, as amended hereby, the terms of the
Subordination Agreement shall govern.
Second Amendment to Subordinated
Convertible Promissory Note
This Second Amendment to
Subordinated Convertible Promissory is dated as of May 1, 2009
between CECO Environmental Corp., a Delaware corporation, (the
“ Company ”), and Icarus Investment Corp., an
Ontario corporation (“ Holder ”
