Exhibit 10.2


 





PROMISSORY
NOTE


 


 


	$15,000,000.00	October 7, 2016


 


 


FOR
VALUE RECEIVED, the undersigned EnviroStar, Inc., a Delaware corporation ("Borrower") promises to pay to the order of
WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank") at its office at 200 South Biscayne Boulevard, Annex Building, Miami,
Florida 33131, Attention: Matthew Rapoport, or at such other place as the holder hereof may designate, in lawful money of the United
States of America and in immediately available funds, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000.00) or so much
thereof as may be advanced and be outstanding pursuant to the terms of the Credit Agreement, as defined herein, with interest thereon,
to be computed on each advance from the date of its disbursement as set forth herein.


 


DEFINITIONS:


 


As used herein, the following
terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at
the place defined:


 


(a)       "Daily
One Month LIBOR" means, for any day, the rate of interest equal to LIBOR then in effect for delivery for a one (1) month period.


 


(b)       "LIBOR"
means the rate of interest per annum determined by Bank based on the rate for United States dollar deposits for delivery of funds
for one (1) month as published by the ICE Benchmark Administration Limited, a United Kingdom company, at approximately 11:00 a.m.,
London time, or, for any day not a London Business Day, the immediately preceding London Business Day (or if not so published,
then as determined by Bank from another recognized source or interbank quotation); provided, however, that if LIBOR determined
as provided above would be less than zero percent (0.0%), then LIBOR shall be deemed to be zero percent (0.0%).


 


(c)       "London
Business Day" means any day that is a day for trading by and between banks in dollar deposits in the London interbank market.


 


INTEREST:


 


(a)       Interest
. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual
days elapsed) at a fluctuating rate per annum determined by Bank to be two and twenty-five hundredths of one percent (2.25%) above
Daily One Month LIBOR in effect from time to time. Bank is hereby authorized to note the date and interest rate applicable to this
Note and any payments made thereon on Bank's books and records (either manually or by electronic entry) and/or on any schedule
attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted.


 


(b)       Taxes
and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become
due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise
taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) costs, expenses and
liabilities arising from or in connection with 



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reserve percentages prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the Federal Reserve Board, as
amended), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any
domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having
the force of law) from any central bank or other governmental authority and related in any manner to LIBOR. In determining which
of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among
its operations shall be conclusive and binding upon Borrower.


 


(c)       Default
Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due
and payable by acceleration or otherwise, or upon the occurrence and during the continuance of an Event of Default, then at the
option of Bank, in its sole and absolute discretion, the outstanding principal balance of this Note shall bear interest at an increased
rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%) above the rate of interest
from time to time applicable to this Note.


 


BORROWING AND REPAYMENT:


 


(a)       Borrowing
and Repayment of Principal. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its
outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note, that certain Credit
Agreement dated of even date herewith between Borrower and Bank (as the same may be amended or modified from time to time, the
“Credit Agreement”), and of any document executed in connection with or governing this Note; provided however, that
the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal
balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal
payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding
principal balance of this Note shall be due and payable in full on October 7, 2021 (the “Maturity Date”).


 


(b)       Payment
of Interest. Interest accrued on this Note shall be payable on the 7th day of each month, commencing on November
7, 2016.


 


(c)       Advances.
Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request
of any individual so authorized in the Borrower’s resolutions delivered in connection with the execution of the Credit Agreement.


 


(d)       Application
of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding
principal balance hereof.


 


 


PREPAYMENT:


 


Borrower may prepay principal
on this Note at any time, in any amount and without penalty. If principal under this Note is payable in more than one installment,
then any prepayments of principal shall be applied to the most remote principal installment or installments then unpaid.


 



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EVENTS OF DEFAULT:


 


This Note is made pursuant
to and is subject to the terms and conditions of the Credit Agreement. Any default in the payment or performance of any obligation
under this Note, or any defined event of default under the Credit Agreement, shall constitute an "Event of Default" under
this Note.


 


MISCELLANEOUS:


 


(a)       Remedies.
Upon the sale, transfer, hypothecation, assignment or other encumbrance, whether voluntary, involuntary or by operation of law,
of all or any interest in any real property securing this Note, if any, or upon the occurrence of any Event of Default, the holder
of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due
and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which
are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately
cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges,
costs and expenses, including reasonable attorneys' fees (to include outside counsel fees and all allocated costs of the holder's
in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection
of any amounts which become due to the holder under this Note whether or not suit is brought, and the prosecution or defense of
any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at
the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection
with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank
or any other person) relating to Borrower or any other person or entity.


 


(b)       Obligations
Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower
shall be joint and several.


 


(c)       Governing
Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, but giving effect to
federal laws applicable to national banks, without reference to the conflicts of law or choice of law principles thereof.


 


(d)       Savings
Clause. If at any time the interest rate set forth in this Note exceeds the maximum interest rate allowable under applicable
law, the interest rate shall be deemed to be such maximum interest rate allowable under applicable law.


 


(e)       Right
Of Setoff; Deposit Accounts. Upon and after the occurrence of an Event of Default, (a) Borrower hereby authorizes Bank, at
any time and from time to time, without notice, which is hereby expressly waived by Borrower, and whether or not Bank shall have
declared this Note to be due and payable in accordance with the terms hereof, to set off against, and to appropriate and apply
to the payment of, Borrower's obligations and liabilities under this Note (whether matured or unmatured, fixed or contingent, liquidated
or unliquidated), any and all amounts owing by Bank to Borrower (whether payable in U.S. dollars or any other currency, whether
matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand
and however evidenced), and (b) pending any such action, to the extent necessary, to hold such amounts as collateral to secure
such obligations and liabilities and to return as unpaid for insufficient funds any and all checks and other items 



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drawn against
any deposits so held as Bank, in its sole discretion, may elect. Borrower hereby grants to Bank a security interest in all deposits
and accounts maintained with Bank to secure the payment of all obligations and liabilities of Borrower to Bank under this Note.


 




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IN WITNESS WHEREOF, the undersigned has executed
this Note as of the date first written above.


 


 


EnviroStar, Inc., a Delaware corporation


 


 


By:/s/ Henry M. Nahmad                            


Name: Henry M. Nahmad                            


Title: President                                              


 


 


	STATE OF ____________	)
	COUNTY
    OF __________	)


 


The foregoing instrument
was acknowledged before me this ___ day of October, 2016, by ____________________, as ________________ of EnviroStar, Inc., a Delaware
corporation, on behalf of the corporation. He is personally known to me or produced _______________ as identification.


 


 


	 	 
	 	Print or Stamp Name:	 
	 	Notary Public: State of 	 
	 	Commission Number:	 
	 	My Commission Expires:	 


 








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