Exhibit
10.2


 


Replacement
Revolving Note


 





	 	 Chicago, Illinois
	$12,000,000.00	 July 17, 2012





 


On the Revolving Credit
Termination Date, for value received, the undersigned, CTI Industries Corporation,
an Illinois corporation (the “Borrower”), hereby promises to pay to the order of BMO Harris
Bank N.A., a national banking association, successor to Harris N.A. (the “Bank”), at its office
at 111 West Monroe Street, Chicago, Illinois, the principal sum of (i) Twelve Million
and no/100 Dollars ($12,000,000.00), or (ii) such lesser amount as may at the time of the maturity hereof, whether
by acceleration or otherwise, be the aggregate unpaid principal amount of all Revolving Loans owing from the Borrower to the Bank
under the Revolving Credit provided for in the Credit Agreement hereinafter mentioned.


 


This Replacement Revolving
Note (this “Note”) evidences Revolving Loans made and to be made to the Borrower by the Bank under the Revolving
Credit provided for under that certain Credit Agreement dated as of April 29, 2010, between the Borrower and the Bank (said Credit
Agreement, as the same may be amended, modified or restated from time to time, being referred to herein as the “Credit
Agreement”), and the Borrower hereby promises to pay interest at the office described above on such Revolving Loans evidenced
hereby at the rates and at the times and in the manner specified therefor in the Credit Agreement.


 


This Note is issued by
the Borrower under the terms and provisions of the Credit Agreement and is secured by, among other things, the Collateral Documents,
and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein,
to which reference is hereby made for a statement thereof. This Note may be declared to be, or be and become, due prior to its
expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the
events, on the terms and with the effects provided in the Credit Agreement. All capitalized terms used herein without definition
shall have the same meanings herein as such terms are defined in the Credit Agreement.


 


The Borrower hereby promises
to pay all costs and expenses (including attorneys’ fees) suffered or incurred by the holder hereof in collecting this Note
or enforcing any rights in any collateral therefor. The Borrower hereby waives presentment for payment and demand. This
Note shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to principles
of conflicts of laws.


 


This Note constitutes a renewal and restatement
of, and replacement and substitution for, but is not a repayment of, that certain Revolving Note dated April 29, 2010, in the maximum
principal amount of Nine Million and 00/100 Dollars ($9,000,000.00), executed by the Borrower and made payable to the order of
the Bank (the “Original Note”), as referred to in the Credit Agreement. The indebtedness evidenced by the Original
Note is continuing indebtedness evidenced hereby. Except as specifically provided by the terms hereof, the terms of the Original
Note are hereby merged into the terms hereof such that all security interests, mortgages and assignments previously granted to
secure the Original Note are continuing and secure this Note. Nothing herein constitutes a payment, settlement or novation of the
Original Note, or releases or otherwise adversely affects any lien, mortgage or security interest securing such indebtedness or
any rights of the Bank against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.


 


[Signature page follows]


 


 



    	



    	 



    
 





	 	CTI Industries
    Corporation
	 	 
	 	By:	    /s/ Stephen M. Merrick
	 	Name:	    Stephen M. Merrick
	 	Title:	    Executive Vice President and
	 	 	    Chief Financial Officer


 


 


Signature page to



Replacement Revolving
Note (Amendment No. 3)