NOTE
NOTE
May
__,
2008
Composite
Technology Corporation, a Nevada corporation (the “Borrower”), promises to pay
to the order of ACF CTC, L.L.C., a Delaware limited liability company (the
“Lender”) the aggregate unpaid principal amount of the Loan made by the Lender
to the Borrower pursuant to Article II of the Agreement (as hereinafter
defined), in immediately available funds at the Payment Office (as defined
below) of ACF CTC, L.L.C., a Delaware limited liability company, as Agent,
together with interest on the unpaid principal amount hereof at the rates and
on
the dates set forth in the Agreement. The Borrower shall pay the principal
of
and accrued and unpaid interest on the Loan in full on the Final Maturity Date.
“Payment Office” means the office of the Agent specified pursuant to Section
1.01 of the Agreement.
The
Lender shall, and is hereby authorized to, record on the schedule attached
hereto, or to otherwise record in accordance with its usual practice, the date
and amount of the Loan and the date and amount of each principal payment
hereunder.
This
Note
is one of the Notes issued pursuant to, and is entitled to the benefits of,
the
Financing Agreement dated as of May __, 2008 (which, as it may be amended or
modified and in effect from time to time, is herein called the “Agreement”),
among the Borrower, the Guarantors, the lenders party thereto, including the
Lender, and ACF CTC, L.L.C., as Agent, to which Agreement reference is hereby
made for a statement of the terms and conditions governing this Note, including
the terms and conditions under which this Note may be prepaid or its maturity
date accelerated. This Note is secured pursuant to the Loan Documents and
guaranteed pursuant to the Guaranty, all as more specifically described in
the
Agreement, and reference is made thereto for a statement of the terms and
provisions thereof. Capitalized terms used herein and not otherwise defined
herein are used with the meanings attributed to them in the
Agreement.
This
Note
shall be governed by and construed in accordance with the internal laws of
the
State of New York.
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