PROMISSORY NOTEOmega Flex, Inc. • August 7th, 2009 • Heating equip, except elec & warm air; & plumbing fixtures • Pennsylvania
FOR VALUE RECEIVED, MESTEK, INC., a Pennsylvania corporation, having a place of business at 260 North Elm St., Westfield, MA, 01085 (hereinafter "Borrower"), does hereby promise to pay to the order of OMEGA FLEX, INC., a Pennsylvania corporation (hereinafter "Lender"), at its offices in Exton, Pennsylvania, or such other place as the holder hereof may designate, on or before October 20, 2010 (“Maturity Date”), the principal sum of Three Million Two Hundred Forty Nine Thousand Six Hundred Fifteen and 00/100 Dollars ($3,249,615.00), and to pay interest on the unpaid principal balance hereof at six percent (6%) per annum. Interest shall commence on the date of this Note and shall be payable monthly in arrears on the first day of each month, commencing on the first day of the month immediately following the date of this Note, and continuing until all principal amounts due hereunder are paid in full. The Borrower shall have the right to prepay the principal amount of this Note in whole or i
SUBORDINATION AGREEMENTSubordination Agreement • August 7th, 2009 • Omega Flex, Inc. • Heating equip, except elec & warm air; & plumbing fixtures • Massachusetts
This Subordination Agreement is made as of June 10, 2009 by and between OMEGA FLEX, INC., a Pennsylvania corporation (the “Subordinated Lender”) and BANK OF AMERICA, N.A., as Agent (the “Agent”), pursuant to the terms of a certain Amended and Restated Credit Agreement dated as of October 19, 2007, as amended by a First Amendment to Amended and Restated Credit Agreement dated as of November 30, 2007, as further amended by a Second Amendment to Amended and Restated Credit Agreement dated as of the date hereof (as same may be further amended from time to time, the “Credit Agreement”) with Mestek, Inc., a Pennsylvania corporation (the “Borrower”) and certain Lenders named therein from time to time (the “Lenders”).
