Exhibit 10.1
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY
STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY JURISDICTION. THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY
THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO
THE COMPANY, (B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT TO A
PERSON THAT IS NOT A U.S. PERSON WHO AGREES TO RESTRICTIONS ON RESALE THAT ARE
CONSISTENT WITH THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT,
(C) FOLLOWING THE DISTRIBUTION COMPLIANCE PERIOD REQUIRED UNDER RULE 903 OF
REGULATION S UNDER THE SECURITIES ACT, IN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSONS IN THE UNITED STATES PURSUANT TO
AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS IN A TRANSACTION THAT IS EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR OTHER REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, OR
(D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, AND THE HOLDER HAS, PRIOR
TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED
STANDING, OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE, REASONABLY
SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U. S.
SECURITIES ACT.
Notwithstanding anything herein to the contrary, (i) the obligations evidenced
by this 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 November 26, 2009 (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) 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 this Subordinated Convertible Promissory Note, the terms of the
Subordination Agreement shall govern.
CECO ENVIRONMENTAL CORP.
NOTE
SUBORDINATED CONVERTIBLE PROMISSORY NOTE
USD $
November 26, 2009
FOR VALUE RECEIVED, the undersigned, CECO ENVIRONMENTAL CORP. (the "Company"), a
Delaware corporation, hereby promises to pay to the order of
, a
or registered assigns ("Holder"), the principal sum of
dollars ($
) (or such lesser amounts as may be
outstanding from time to time under this Note) on the Maturity Date, as defined
in Section 1 below. Unless otherwise set forth herein, all references to $ means
United States dollars.
This Note is part of