MORTGAGE NOTE
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$2,800,000.00
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Date:
as of February 1, 2006
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Chicago,
Illinois
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Due
Date: January 31, 2011
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FOR
VALUE
RECEIVED, CTI Industries Corporation, an Illinois corporation (the
“Borrower”), whose address is 00000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000, promises to pay to the order of CHARTER ONE BANK, N.A., a national
banking association (hereinafter, together with any holder hereof, the “Bank”),
whose address is 00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
on
or before January 31, 2011 (the “Mortgage Loan Maturity Date”), the principal
sum of Two Million Eight Hundred Thousand and 00/100 Dollars ($2,800,000.00),
which amount is the principal amount of the Mortgage Loan made by the Bank
to
the Borrower under and pursuant to that certain Loan and Security Agreement
dated as of February 1, 2006, executed by and between the Borrower and the
Bank,
as amended from time to time (as amended, supplemented or modified from time
to
time, the “Loan Agreement”), together with interest (computed on the actual
number of days elapsed on the basis of a 360 day year) on the principal amount
of the Mortgage Loan outstanding from time to time as provided in the Loan
Agreement. This Mortgage Note is also secured by that certain Mortgage, Security
Agreement, Assignment of Rents and Leases and Fixture Filing of even date
herewith, executed by Xxxxxxxx and delivered to Bank (the “Mortgage”).
Capitalized words and phrases not otherwise defined herein shall have the
meanings assigned thereto in the Loan Agreement.
The
outstanding principal of this Mortgage Note, and all accrued interest thereon,
shall be payable as provided in the Loan Agreement, and the outstanding
principal balance of this Mortgage Note, and all accrued and unpaid interest
thereon, shall be due and payable in full on the Mortgage Loan Maturity Date,
unless payable sooner pursuant to the provisions of the Loan
Agreement.
This
Note
evidences the Mortgage Loan incurred by the Borrower under and pursuant to
the
Loan Agreement, to which reference is hereby made for a statement of the
terms
and conditions under which the Mortgage Loan Maturity Date or any payment
hereon
may be accelerated. The holder of this Mortgage Note is entitled to all of
the
benefits and security provided for in the Loan Agreement and in the
Mortgage.
Principal
and interest shall be paid to the Bank at its address set forth above, or
at
such other place as the holder of this Mortgage Note shall designate in writing
to the Borrower. The Mortgage Loan made by the Bank, and all payments on
account
of the principal and interest thereof shall be recorded on the books and
records
of the Bank and the principal balance as shown on such books and records,
or any
copy thereof certified by an officer of the Bank, shall be rebuttably
presumptive evidence of the principal amount owing hereunder.
Except
for such notices as may be required under the terms of the Loan Agreement
or the
Mortgage, the Borrower waives presentment, demand, notice, protest, and all
other demands, or notices, in connection with the delivery, acceptance,
performance, default, or enforcement of this Mortgage Note, and assents to
any
extension or postponement of the time of payment or any other
indulgence.
The
Mortgage Loan evidenced hereby has been made and this Mortgage Note has been
delivered at the Bank’s main office set forth above. This Mortgage Note shall be
governed and construed in accordance with the laws of the State of Illinois,
in
which state it shall be performed, and shall be binding upon the Borrower,
and
its legal representatives, successors, and assigns. Wherever possible, each
provision of the Loan Agreement, Mortgage and this Mortgage Note shall be
interpreted in such manner as to be effective and valid under applicable
law,
but if any provision of the Loan Agreement, Mortgage or this Mortgage Note
shall
be prohibited by or be invalid under such law, such provision shall be
severable, and be ineffective to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of the Loan Agreement, Mortgage
or
this Mortgage Note. The term “Borrower” as used herein shall mean all parties
signing this Mortgage Note, and each one of them, and all such parties, their
respective successors and assigns, shall be jointly and severally obligated
hereunder.
IN
WITNESS WHEREOF, the Borrower has executed this Mortgage Note as of the date
set
forth above.
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CTI
Industries Corporation, an Illinois corporation
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By:
/s/Xxxxxx X. Xxxxxx
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Name:
Xxxxxx X. Xxxxxx
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Title:
President
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2
