TERM NOTE
TERM
NOTE
|
$3,500,000.00
|
Date:
as of February 1, 2006
|
|
Chicago,
Illinois
|
Due
Date: January 31, 2011
|
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 “Term Loan Maturity Date”), the principal sum of
Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00), which
amount is the principal amount of the Term 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 Term
Loan
outstanding from time to time as provided in the Loan Agreement. Capitalized
words and phrases not otherwise defined herein shall have the meanings assigned
thereto in the Loan Agreement.
The
outstanding principal of this Term Note, and all accrued interest thereon,
shall
be payable as provided in the Loan Agreement, and the outstanding principal
balance of this Term Note, and all accrued and unpaid interest thereon, shall
be
due and payable in full on the Term Loan Maturity Date, unless payable sooner
pursuant to the provisions of the Loan Agreement.
This
Note
evidences the Term 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 Term Loan Maturity Date or any payment hereon may
be
accelerated. The holder of this Term Note is entitled to all of the benefits
and
security provided for in the Loan Agreement.
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 Term Note shall designate in writing
to
the Borrower. The Term 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,
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 Term Note, and assents to any extension or postponement
of
the time of payment or any other indulgence.
The
Term
Loan evidenced hereby has been made and this Term Note has been delivered at
the
Bank’s main office set forth above. This Term 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 and this Term Note shall be interpreted in such manner as
to
be effective and valid under applicable law, but if any provision of the Loan
Agreement or this Term 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 or this Term Note. The term “Borrower” as used herein shall mean
all parties signing this Term 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 Term Note as of the date set
forth above.
CTI
Industries Corporation, an Illinois corporation
By: /s/Xxxxxx
X. Xxxxxx
Name: Xxxxxx
X.
Xxxxxx
Title: President
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