EXHIBIT 10.17
REVOLVING NOTE
$7,500,000 Chicago, Illinois
December 31, 2003
FOR VALUE RECEIVED, on or before the end of the Original Term or any
applicable Renewal Term (or, if such day is not a Business Day, on the next
following Business Day), the undersigned, CTI INDUSTRIES CORPORATION, an
Illinois corporation, and CTI HELIUM, INC., an Illinois corporation
(collectively, the "Borrowers" and, individually, each a "Borrower"), jointly
and severally, each promise to pay to the order of ▇▇▇▇ ▇▇▇▇▇▇ BANK (herein,
together with its successors and assigns, called the "Lender"), the maximum
principal sum of SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000) or, if
less, the aggregate unpaid principal amount of all Revolving Loans made by
Lender to any one or more of the Borrowers pursuant to that certain Loan and
Security Agreement of even date herewith among the Borrowers and Lender (herein,
as the same may be amended, modified, restated or supplemented from time to
time, called the "Loan Agreement").
Each Borrower, jointly and severally, further promises to pay to the order
of Lender interest on the aggregate unpaid principal amount hereof from time to
time outstanding from the date hereof until paid in full at such rates and at
such times as shall be determined in accordance with the provisions of the Loan
Agreement. Accrued interest shall be payable on the dates specified in the Loan
Agreement.
Payments of both principal and interest are to be made in the lawful money
of the United States of America in immediately available funds at Lender's
principal office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other place as may be designated by ▇▇▇▇▇▇ to the Borrowers in
writing.
This Note is the promissory note referred to in, evidences indebtedness
incurred under, and is subject to the terms and provisions of, the Loan
Agreement. The Loan Agreement, to which reference is hereby made, sets forth
said terms and provisions, including those under which this Note may or must be
paid prior to its due date or may have its due date accelerated. Terms used but
not otherwise defined herein are used herein as defined in the Loan Agreement.
This Note is secured by the personal property described in and pursuant to the
Loan Agreement and various Loan Documents referred to therein, and reference is
made thereto for a statement of terms and provisions of such Collateral
security, a description of Collateral and the rights of Lender in respect
thereof.
In addition to, and not in limitation of, the foregoing and the provisions
of the Loan Agreement hereinabove referred to, each Borrower, jointly and
severally, further agrees, subject only to any limitation imposed by applicable
law, to pay all expenses, including reasonable attorneys' fees and expenses,
incurred by the holder of this Note in seeking to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.
All parties hereto, whether as makers, endorsers or otherwise, severally
waive presentment, demand, protest and notice of dishonor in connection with
this Note.
This Note is binding upon the Borrowers and their successors and assigns,
and shall inure to the benefit of Lender and its successors and assigns. The
Borrowers and their successors and assigns shall be jointly and severally
obligated hereunder. This Note is made under and governed by the laws of the
State of Illinois without regard to conflict of laws principles.
[SIGNATURES FOLLOW]
2
Signature Page to Revolving Note
IN WITNESS WHEREOF, each ▇▇▇▇▇▇▇▇ has executed this Revolving Note as of
the day and year first above written.
CTI INDUSTRIES CORPORATION,
an Illinois corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
CTI HELIUM, INC.,
an Illinois corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President