TERM NOTE
$25,000,000 September 25, 1996
Chicago, Illinois
FOR VALUE RECEIVED, the undersigned promises to pay to the order of
XXXXXX TRUST AND SAVINGS BANK, at the principal office of Xxxxxx Trust and
Savings Bank (the "Agent"), in Chicago, Illinois, TWENTY-FIVE MILLION DOLLARS
($25,000,000), such amount to be paid at the times set forth in the Credit
Agreement referred to below.
The undersigned further promises to pay interest on the unpaid
principal amount of the Term Loan evidenced hereby from the date of such Term
Loan until such Term Loan is paid in full, payable at the rates and at the times
set forth in the Credit Agreement. Payments of both principal and interest are
to be made in lawful money of the United States of America.
This Note evidences indebtedness incurred under, and is subject to the
terms and provisions of, the Credit Agreement dated as of September 25, 1996
(herein, as amended or otherwise modified from time to time, called the "Credit
Agreement") between the undersigned, certain financial institutions (including
the payee) and the Agent, to which Credit Agreement reference is hereby made for
a statement of the terms and provisions under which this Note may or must be
paid prior to its due date or may have its due date accelerated.
In addition to and not in limitation of the foregoing and the
provisions of the Credit Agreement, the undersigned further agrees, subject only
to any limitation imposed by applicable law, to pay all reasonable expenses,
including reasonable attorneys' fees and legal expenses, incurred by the holder
of this Note in endeavoring to collect any amounts payable hereunder which are
not paid when due, whether by acceleration or otherwise.
This Note is made under and governed by the internal laws of the State
of Illinois.
GIBRALTAR PACKAGING GROUP, INC.
By /s/ W E Rose
Title President