EX-10.2






Exhibit 10.2




AMENDMENT NUMBER 1 TO

SUBORDINATED PROMISSORY NOTE




     THIS AMENDMENT NUMBER 1 TO SUBORDINATED PROMISSORY NOTE (the “Amendment”), is effective as
of June 30, 2009 (the “Effective Date”), by and between Sellers’ Representative, on behalf of
Charles P. Steinmetz, the Charles P. Steinmetz Irrevocable Trust for the Benefit of Matthew A.
Steinmetz, dated April 22, 2002, the Charles P. Steinmetz Irrevocable Trust for the Benefit of
Louis Steinmetz, dated April 22, 2002 and Gregory A. Clendenin, as Trustee of the Gregory A.
Clendenin Trust, dated September 11, 1997, as amended (collectively the “Holders”) at 1751 Via
Amalfi, Winter Park, Florida 32789 and Sunair Southeast Pest Holdings, Inc., a Florida
corporation with its principal place of business at 1350 E. Newport Center Drive, Suite 201,
Deerfield Beach, FL 33442 (the “Company”).



     WHEREAS, the Company, as purchaser, and the Holders, as sellers, entered into that certain
Stock Purchase Agreement, dated June 7, 2005 (the “Purchase Agreement”), pursuant to which the
Company acquired all of the outstanding common stock of Middleton Pest Control, Inc. (the
“Acquisition”);



     WHEREAS, a portion of the consideration payable in connection with the Acquisition is
evidenced by that certain SUBORDINATED PROMISSORY NOTE, dated June 7, 2005, in the original
principal amount of Five Million Dollars ($5,000,000.00) and made payable by Company to Holders
(the “Note”); and



     WHEREAS, the parties desire to amend the Note to extend the Maturity Date.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein,
the parties hereby agree as follows:



     1. Capitalized Terms. Except as otherwise defined herein or unless the
context otherwise requires, capitalized terms used in this Amendment shall have the meanings
given to them in the Note.



     2. Maturity. The parties hereby agree that the Maturity Date shall be extended
from June 7, 2010 to October 1, 2010.



     3. Miscellaneous.



          (a) Company
and Holders hereby ratify and confirm the Note, as amended hereby, in all
respects and except as amended hereby, the Note shall remain in full
force and effect.




          (b) This
Amendment may be attached to and shall form a part of the Note for all purposes.




          (c) This Amendment may be executed in counterparts, and any number of
such counterparts, which have been executed by all persons whose signatures are required below
shall constitute one original.




 









 





     IN WITNESS WHEREOF, this instrument has been duly executed by an officer thereunto duly
authorized as of the date first above indicated.



SUNAIR
SOUTHEAST PEST HOLDINGS, INC.




	 	 	 	 	 
	By:

	 	/s/ Jack I. Ruff	 	 
	 

	 	 

Jack I. Ruff, President
	 	 





SELLERS’ REPRESENTATIVE ON BEHALF OF CHARLES P.
STEINMETZ, THE CHARLES P. STEINMETZ IRREVOCABLE
TRUST FOR THE BENEFIT OF MATTHEW A. STEINMETZ, DATED
APRIL 22, 2002, THE CHARLES P. STEINMETZ IRREVOCABLE
TRUST FOR THE BENEFIT OF LOUIS STEINMETZ, DATED
APRIL 22, 2002 AND GREGORY A. CLENDENIN, AS TRUSTEE
OF THE GREGORY A. CLENDENIN TRUST, DATED SEPTEMBER
11,1997, AS AMENDED




	 	 	 	 	 
	By:

	 	/s/ Charles P. Steinmetz	 	 
	 

	 	 

Charles P. Steinmetz
	 	 







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