AMENDMENT NUMBER 1 TO SUBORDINATED PROMISSORY NOTE
Exhibit 10.2
AMENDMENT NUMBER 1 TO
SUBORDINATED PROMISSORY NOTE
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
Xxxxxxx X. Xxxxxxxxx, the Xxxxxxx X. Xxxxxxxxx Irrevocable Trust for the Benefit of Xxxxxxx X.
Xxxxxxxxx, dated April 22, 2002, the Xxxxxxx X. Xxxxxxxxx Irrevocable Trust for the Benefit of
Xxxxx Xxxxxxxxx, dated April 22, 2002 and Xxxxxxx X. Xxxxxxxxx, as Trustee of the Xxxxxxx X.
Xxxxxxxxx Trust, dated September 11, 1997, as amended (collectively the “Holders”) at 0000 Xxx
Xxxxxx, Xxxxxx Xxxx, Xxxxxxx 00000 and Sunair Southeast Pest Holdings, Inc., a Florida
corporation with its principal place of business at 0000 X. Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxx Xxxxx, XX 00000 (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:
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/s/ Xxxx X. Xxxx | |||
SELLERS’ REPRESENTATIVE ON BEHALF OF XXXXXXX X.
XXXXXXXXX, THE XXXXXXX X. XXXXXXXXX IRREVOCABLE
TRUST FOR THE BENEFIT OF XXXXXXX X. XXXXXXXXX, DATED
APRIL 22, 2002, THE XXXXXXX X. XXXXXXXXX IRREVOCABLE
TRUST FOR THE BENEFIT OF XXXXX XXXXXXXXX, DATED
APRIL 22, 2002 AND XXXXXXX X. XXXXXXXXX, AS TRUSTEE
OF THE XXXXXXX X. XXXXXXXXX TRUST, DATED SEPTEMBER
11,1997, AS AMENDED
By:
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/s/ Xxxxxxx X. Xxxxxxxxx | |||
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