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PROMISSORY NOTE $1,048,000.00 South Bend, Indiana January 2, 2014 For value received, CURTIS PRODUCTS, INC., an Indiana corporation ( "Buyer ") promises to pay to the order of THE SOUTH BEND REDEVELOPMENT COMMISSION, existing and operating under the provisions of Indiana Code Section 36 -7 -14, as amended ( "Seller "), the sum of One Million Forty-Eight Thousand and 00 /100ths Dollars ($1,048,000.00), without interest thereon. Principal shall be paid in a single installment due January 2, 2016. Buyer may prepay the unpaid principal balance of this Note, in whole or in part, at any time or from time to time without premium or penalty. Any of the following shall constitute an event of default under this Note: (i) the failure of Buyer to make a payment hereunder within five (5) business days of the date such payment is due; (ii) the filing of any petition or the commencement of any proceeding voluntarily by Buyer for any relief under any bankruptcy or insolvency laws or any law relating to the relief of debtors or the consent by Buyer to the entry of any order in an involuntary case; or (iii) the entry of an order or decree by a court of competent jurisdiction in any involuntary case, that is for the relief against Buyer under any bankruptcy or insolvency laws or any law relating to the relief of debtors which is not dismissed within thirty (30) days. Failure of Seller to at any time exercise any of the foregoing or any other rights of Seller hereunder shall not constitute a waiver thereof, nor shall it be a bar to exercise of any of the foregoing rights at a later date. Upon an event of default hereunder, Seller shall provide Buyer with written notice of default, and if Buyer fails to cure such default within ten (10) business days after receiving Seller's notice, (i) then from and after any such default and until such time as any such default is cured, Buyer shall pay interest to the Seller on the entire principal amount then outstanding under this Note at the default rate of interest equal to the non - default rate of interest plus three percent (3.00 %) per annum, (ii) all of the indebtedness evidenced hereby and remaining unpaid shall, at the option of Seller, become immediately due and payable. If this Note is in default, the default rate of interest stated herein shall continue to apply following the entry of any judgment on this Note notwithstanding any applicable statutory post judgment interest rate. At all times, Buyer shall have the right to offset against any amounts then due and owing or hereafter arising under the terms of this Note, any full or partial amount owed to Buyer by Seller at any time under the terms of the Purchase Agreement. Failure of Seller to at any time exercise any of the foregoing or any other rights of Seller hereunder shall not constitute a waiver thereof, nor shall it be a bar to exercise of any of the foregoing rights at a later date. Buyer and all other parties liable herefor, whether principal, guarantor, endorser or otherwise, hereby severally waive demand, notice and protest, and waive all recourse to suretyship and guarantorship defenses generally, including but not limited to, any extensions or postponements of time for payment or performance which may be granted to the Buyer or to any other liable party, any modifications or amendments to this Note or any document securing payment and performance hereof, any act or omission to act by or on behalf of Seller in enforcing its rights under this Note, any substitution, exchange, or release of security, and all other indulgences of any type which may be granted by Seller to the Buyer or any other party liable herefor, including any or all additions or releases of any other parties primarily or secondarily liable herefor. All of the foregoing promises shall bind the undersigned and all other parties