REVOLVING NOTE
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$6,500,000.00
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Date:
as of: February 1, 2006
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Chicago,
Illinois
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Due
Date: January 31, 2009
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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, 2009 (the “Revolving Loan Maturity Date”), the lesser of
(i) Six Million Five Hundred Thousand and 00/100 Dollars ($6,500,000.00),
or
(ii) the aggregate principal amount of all Revolving Loans outstanding 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”), and made available by the Bank to the Borrower at the maturity or
maturities and in the amount or amounts stated on the records of the Bank,
together with interest (computed on the actual number of days elapsed on
the
basis of a 360 day year) on the aggregate principal amount of all Revolving
Loans 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.
This
Revolving Note evidences the Revolving Loans, Letters of Credit and other
indebtedness 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 Revolving Loan Maturity Date or any payment hereon may be
accelerated. The holder of this Revolving Note is entitled to all of the
benefits and security provided for in the Loan Agreement. All Revolving Loans
shall be repaid by the Borrower on the Revolving Loan Maturity Date, unless
payable sooner pursuant to the provisions of 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 Revolving Note shall designate in
writing
to the Borrower. Each Revolving Loan made, and all Letters of Credit issued
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 Revolving Note, and assents to any extension or postponement
of the time of payment or any other indulgence.
The
Revolving Loans and the Letters of Credit evidenced hereby have been made
and/or
issued and this Revolving Note has been delivered at the Bank’s main office set
forth above. This Revolving 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 Revolving 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 Revolving 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 Revolving Note. The term “Borrower” as used herein shall
mean all parties signing this Revolving 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 Revolving 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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