ContractReplacement Promissory Note • December 29th, 2006 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • Delaware
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (I) THE OBLIGATIONS EVIDENCED BY THIS THIRD AMENDED AND RESTATED REPLACEMENT PROMISSORY NOTE ARE SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT HEREINAFTER REFERRED TO) PURSUANT TO, AND TO THE EXTENT PROVIDED IN THE SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 29, 2005 (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, THE "SENIOR LENDER") AND (II) THE RIGHTS OF THE HOLDER OF THIS NOTE HEREUNDER 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 THIRD AMENDED AND RESTATED REPLACEMENT PROMISSORY NOTE, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN.
CECO ENVIRONMENTAL CORP. AND CAN-MED TECHNOLOGY, INC. d/b/a GREEN DIAMOND OIL CORP. WARRANT AGREEMENT Dated as of December 28, 2006Warrant Agreement • December 29th, 2006 • Ceco Environmental Corp • Industrial & commercial fans & blowers & air purifing equip • New York
WARRANT AGREEMENT (the "Agreement") dated as of December 28, 2006 between CECO Environmental Corp., a Delaware corporation (the "Company"), and Can-Med Technology, Inc. d/b/a Green Diamond Oil Corp. (hereinafter referred to as a "Holder" or "Green Diamond").
