EX-10.3






Exhibit 10.3




Wachovia Bank, National Association




August 11, 2009




Sunair Services Corporation

1350 E. Newport Center Drive, Suite 201

Deerfield Beach, FL 33442




Attn: Jack I. Ruff

          Chief Executive Officer





			
	RE:	 	Promissory Note from Sunair Electronics, Inc. (“Borrower”) to Wachovia
Bank, National Association (“Wachovia”) dated June 7, 2005, including any amendments
(the “Note”), and Third Amendment To Credit Agreement by and among Sunair Services
Corporation (f/k/a Sunair Electronics, Inc.) (“Borrower”) and Wachovia Bank,
National Association (“Wachovia”) dated January 22, 2009


Obligor # 8697045807 Obligation # 42




Dear Mr. Ruff:



Wachovia and Borrower agree to extend the maturity of the Note on the terms and
conditions set forth in this letter agreement.



Extension. Borrower acknowledges that the Note will mature on April 2, 2010. Borrower
and Wachovia agree that the maturity of the Note shall be extended, on the terms and
conditions as set forth in the Credit Agreement as amended, to July 2, 2010, at which
time the outstanding principal balance, accrued interest and all other amounts under the
Note shall become due and payable. All periodic payments required under the Note shall
be made during this extension period.



Revolving Commitment. Borrower acknowledges the Revolving Commitment Amount as set forth
in the Third Amendment to Credit Agreement is $6,750,000.00. Wachovia and Borrower agree
the Revolving Commitment Amount is reduced to $5,500,000.00 as of August 11, 2009 and
thereafter.



Fee. Borrower shall pay to Wachovia a fee of $10,000.00 for extending the maturity date
of the Note to July 2, 2010.




 









 









Wachovia Bank, National Association



Florida Tax. This extension is only for original loan amount stated on the Note that represents a
revolving line of credit and documentary stamp taxes have been paid on such amount.



Affirmations of Borrower. Borrower affirms and represents that the most recent Commercial Loan
Invoice received by Borrower with respect to the Obligations (as defined in the Note) is correct,
that the Note, as modified hereby, and other Loan Documents (as defined in the Note) are in full
force and effect, that Borrower has no defense to payment or performance of the Obligations, that
no setoffs against the Obligations exist, and that Borrower has no counterclaims against Bank.
Borrower ratifies and confirms all provisions of the Note and other Loan Documents and affirms
that the maturity date and Revolving Commitment Amount are the only provisions of the Loan
Documents that have been modified.



Please indicate your agreement with the terms, affirmations and representations of this letter
agreement by signing it as provided below and returning it to the undersigned within 10 days of
the date hereof. This Agreement may be signed in counterparts. Should you have any questions, do
not hesitate to call.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	Wachovia Bank, National Association
	 
	 	 	
	 
	 

	 	By:
	 	Pat Schnitzer
	 

	 	 	 	Senior Vice President





Borrower
agrees to the terms of the above letter agreement this
________ day of
                                        ,                      and certifies that this Agreement was executed in the State of
Florida and delivered to Wachovia in the State of Florida.




	 	 	 	 	 
	 	Sunair Services Corporation

Sunair Electronics, Inc.

Taxpayer Identification Number: 59-0780772

 	 
	 	By:  	/s/ Jack I. Ruff
 	 
	 	 	Jack I. Ruff  	 
	 	 	 Chief Executive Officer