Exhibit 10.1
NEITHER THE NOTE AS AMENDED BY THIS
FIRST 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 this First 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.
First Amendment to Subordinated
Convertible Promissory Note
This First Amendment to Subordinated
Convertible Promissory is dated as of February 13, 2009
between CECO Environmental Corp., a Delaware corporation, (the
“ Company ”), and Icarus Investment Corp., an
Ontario corporation (“ Holder ”).
WHEREAS , the Company executed a Subordinated
Convertible Promissory Note (the “Note”) dated as of
August 14, 2008, in the principal amount of
