**EXHIBIT 10.13**

**AMENDMENT NO. 1**

**TO**

**REVOLVING CREDIT AGREEMENT**

**dated as of December 1, 2005**

**among**

**WATSCO, INC.,**

**as Borrower,**

**THELENDERS FROM TIME TO TIME PARTY HERETO,**

**SUNTRUST BANK,**

**as Administrative Agent,**

**BANK OF AMERICA, N.A.,**

**as Syndication Agent,**

**and**

**MIZUHO CORPORATE BANK, LTD.,**

**as Documentation Agent**

**SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS,**

**A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.**

**as Lead Arranger and Book Manager**

**AMENDMENT NO. 1**

**TO**

**REVOLVING CREDIT AGREEMENT**

**THIS AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT** (this “***Amendment***”) is made and entered into as of December 1,2005, by and among WATSCO, INC., a Florida corporation (the “***Borrower***”), the several banks and other financial institutions from time to time party hereto (the “***Lenders***”), and SUNTRUST BANK, in itscapacity as Administrative Agent for the Lenders (the “***Administrative Agent***”). 

**W I T N E S S E T H:**

**WHEREAS**, the Borrower, the Lenders and the Administrative Agent are parties to that certain Revolving Credit Agreement,dated as of December 10, 2004 (the “***Existing Credit Agreement***”), pursuant to which the Lenders have agreed to establish a $100,000,000 senior revolving credit facility with a $15,000,000 swingline and a $10,000,000letter of credit sub-facility thereunder for the Borrower, all upon the terms and subject to the conditions specified in the Existing Credit Agreement; and 

**WHEREAS**, upon request of the Borrower, the Lenders and the Administrative Agent have agreed to increase the letter of credit sub-facility to $25,000,000 and, in connection therewith, to modify and amend theExisting Credit Agreement as set forth herein. 

**NOW, THEREFORE**, in consideration of the premises and the mutual covenants andagreements herein contained, the Borrower, the Lenders and the Administrative Agent agree as follows: 

**ARTICLE I**

**DEFINITIONS**

**Section 1.1 Certain Definitions.**Unless otherwise defined herein or the context otherwise requires, the following terms as used in this Amendment, including the preamble and recitals, have the meanings set forth below:

“***Amended Credit Agreement***” shall mean the Existing Credit Agreement, as amended hereby. 

“***Amendment No. 1 Effective Date***” shall have the meaning assigned to such term in Article III. 

**Section 1.2 Other Definitions.**Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have themeanings assigned to such terms in the Existing Credit Agreement. 

**ARTICLE II**

**AMENDMENTS TO EXISTING AGREEMENT**

Effective as of the Amendment No. 1 Effective Date,the Existing Credit Agreement is hereby amended in accordance with this Article II as follows: 

**Section 2.1 Amendment toSection 1.1.** Section 1.1 – Definitions under “ARTICLE I – DEFINITIONS; CONSTRUCTION” of the Existing Credit Agreement is hereby amended by deleting the definition of “***LCCommitment***” in its entirety and inserting in lieu thereof the following new definition: 

“***LCCommitment***” shall mean that portion of the Aggregate Revolving Commitments that may be used by the Borrower for the issuance of Letters of Credit in an aggregate face amount not to exceed $25,000,000. 

**Section 2.2 Addition of Subsidiary.** Borrower, in accordance with Section 5.10 of the Existing Credit Agreement, has notified theAdministrative Agent of the formation of a new Subsidiary, Tradewinds Flight Services LLC, a Delaware limited liability company (“New Subsidiary”) and, as required by such Section, New Subsidiary has become a Subsidiary Loan Party byexecuting and delivering to Administrative Agent agreements in the form of Annex I to Exhibit D and Annex I to Exhibit E of the Existing Credit Agreement, and in addition to executing this Amendment, New Subsidiary hasdelivered, or will deliver, to Administrative Agent such similar documents applicable to such New Subsidiary required under Section 3.1(b)(iv), (v), (vi), (viii), (x) and (xi) asmay be requested by the Administrative Agent. 

**ARTICLE III**

**CONDITIONS TO EFFECTIVENESS**

This Amendment shall be and becomeeffective as of the date hereof (the “***Amendment No. 1 Effective Date***”) when all of the conditions set forth in this Article IV shall have been satisfied, as reasonably determined by the Administrative Agent, andthereafter, this Amendment shall be known, and may be referred to, as “***Amendment No. 1***”: 

**Section 3.1Approval by Required Lenders.** The Required Lenders shall have approved the modifications and amendments set forth in this Amendment, such approval to be evidenced by such Required Lenders’ execution of counterparts of this Amendmentas set forth in Section 3.2. 

**Section 3.2 Execution of Counterparts**. The Administrative Agent shall havereceived (including by telecopy) counterparts of this Amendment that shall have been duly executed on behalf of the Borrower, the Administrative Agent and the Required Lenders. 

**Section 3.3 Legal Details, Etc.** All documents executed or submitted pursuant hereto shall be reasonably satisfactory in form andsubstance to the Administrative Agent and its counsel prior to or by the time of closing. Prior to or by the time of closing, the Administrative Agent and its counsel shall have received all information, legal opinions and other documents, and suchcounterpart originals or such certified or other copies of such originals as the Administrative Agent or its counsel may reasonably request, and all legal matters incident to the transactions contemplated by this Amendment shall be reasonablysatisfactory to the Administrative Agent and its counsel. 

**Section 3.4 Payment of Other Fees and Expenses.** The Borrowershall have paid all out-of-pocket costs and expenses of the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation, execution and delivery of thisAmendment. 

**ARTICLE IV**

**MISCELLANEOUS**

**Section 4.1 Representations and Warranties**. The Borrower hereby represents andwarrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the Existing Credit Agreement or any of the other Loan Documents, (b) all representations andwarranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the date hereof (except for those which expressly relate to an earlier date), (c) since the date of the most recentfinancial statements of the Borrower described in Section 5.1(a) or (b) of the Existing Credit Agreement, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect, and (d) the LoanDocuments are legal, valid and binding obligations of the respective Loan Parties and are enforceable by the Administrative Agent and the Lenders, as applicable, against such Loan Parties in accordance with their respective terms. 

**Section 4.2 Cross References**. References in this Amendment to any Section are, unlessotherwise specified, to such Section of this Amendment. 

**Section 4.3 Instrument Pursuant to Existing Credit Agreement**.This Amendment is a document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing CreditAgreement. 

**Section 4.4 Loan Documents**. The Borrower hereby confirms and agrees that the Loan Documents are, and shallcontinue to be, in full force and effect and hereby ratifies and approves in all respects its obligations thereunder, except that, upon the effectiveness of, and on and after the date of this Amendment, all references in each Loan Document to the“***Credit Agreement***”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean the Amended Credit Agreement. 

**Section 4.5 Counterparts, Effectiveness, Etc.** This Amendment may be executed by the parties hereto in several counterparts, each ofwhich shall be deemed to be an original and all of which shall constitute together but one and the same agreement. The parties may execute facsimile copies of this Amendment and the facsimile signature of any such party shall be deemed an originaland fully binding on said party; provided, any party executing this Amendment by facsimile signature agrees to promptly provide ten (10) original executed copies of this Amendment to Administrative Agent. 

**Section 4.6 Governing Law; Etc**. This Amendment shall be governed by and construed in accordance with the applicable terms andprovisions of Section 10.5 - Governing Law; Jurisdiction; Consent to Service of Process of “ARTICLE X – MISCELLANEOUS” of the Existing Credit Agreement, which terms and provisions are incorporated herein by reference. 

**Section 4.7 No Other Modifications.** Except as hereby amended, no other term, condition or provision of the Existing CreditAgreement shall be deemed modified or amended, and this Amendment shall not be considered a novation. 

**Section 4.8 Successorsand Assigns**. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

[*Balance of page intentionally left blank*] 

**IN WITNESS WHEREOF,** the parties hereto have caused this Amendment to be executed (under seal inthe case of the Borrower) by their respective duly authorized officers as of the day and year first above written. 

 
**WATSCO, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President and Chief Financial Officer[SEAL]**SUNTRUST BANK, as Administrative Agent, as Issuing Bank, as Swingline Lender and as a Lender**By: 
/s/ Ellyn S. Rivkees
Name: Ellyn S. RivkeesTitle: Managing DirectorRevolving Commitment: $22,500,000Swingline Commitment: $15,000,000
**BANK OF AMERICA, N.A., as a Lender**By: 
/s/ Brian K. Keeney
Name: Brian K. KeeneyTitle: Senior Vice PresidentRevolving Commitment: $17,500,000

**MIZUHO CORPORATE BANK, LTD.,**

**as aLender**
By: 
/s/ Robert Gallagher
Name: Robert GallagherTitle: Senior Vice PresidentRevolving Commitment: $17,500,000
**WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender**By: 
/s/ J. Andrew Phelps
Name: J. Andrew PhelpsTitle: Vice PresidentRevolving Commitment: $12,500,000
**COMERICA BANK, as a Lender**By: 
/s/ Gerald R. Finney, Jr.
Name: Gerald R. Finney, Jr.Title: Vice PresidentRevolving Commitment: $10,000,000

**THE NORTHERN TRUST COMPANY,**

**as aLender**
By: 
/s/ David Sullivan
Name: David SullivanTitle: Vice PresidentRevolving Commitment: $10,000,000
**REGIONS BANK, as a Lender**By: 
/s/ Anthony D. Nigro
Name: Anthony D. NigroTitle: Senior Vice PresidentRevolving Commitment: $10,000,000

**JOINDER OF SUBSIDIARY GUARANTORS**

The undersigned, each being a Guarantor under that certain Subsidiary Guarantee Agreement, dated as of December 10, 2004 (the“Guarantee”), in favor of the Administrative Agent, on behalf of the Lenders, hereby acknowledge and consent to, and agree to be bound by, the foregoing modifications and amendments to the Existing Credit Agreement as set forth in thisAmendment and to each of the other terms and conditions thereof, and agree that the Guarantee shall continue in full force and effect and binding upon and enforceable against the undersigned in accordance with its terms from and after the datehereof. The undersigned hereby further acknowledge and agree that their obligations under the Guarantee are not subject to any off-set, defense or counterclaim whatsoever and hereby waive any and all defenses of any nature whatsoever, legal,equitable or otherwise, which the undersigned may now have with respect to their obligations under said Guarantee. 

Dated as of the1st day of December, 2005. 

 
**ACDOCTOR.COM, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**AIR SUPPLY DISTRIBUTING LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**AIR SYSTEMS DISTRIBUTORS LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**ATLANTIC SERVICE & SUPPLY LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President
**BAKER DISTRIBUTING COMPANY LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**COASTLINE DISTRIBUTION LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**COOL HOLDINGS LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Treasurer**COMFORT SUPPLY, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**COMFORT PRODUCTS DISTRIBUTING LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**GEMAIRE DISTRIBUTORS LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President
**HBA DISTRIBUTORS LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**HEAT INCORPORATED LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**HEATING & COOLING SUPPLY LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**HOMANS ASSOCIATES LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**THREE STATES SUPPLY COMPANY LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**WSO DISTRIBUTORS, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President
**DUNHILL STAFFING SYSTEMS, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Treasurer**DUNHILL PERSONNEL SYSTEM OF NEW JERSEY, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Treasurer**DUNHILL TEMPORARY SYSTEMS, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Treasurer**WATSCO HOLDINGS, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**GEMAIRE CARIBE, INC.**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**THE FLORIDA AD COMPANY**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President
**ATLANTIC JET CHARTER, LLC**By: Watsco Holdings, Inc., its sole memberBy: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**TCS DISTRIBUTORS LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**TRADEWINDS DISTRIBUTING COMPANY, LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**WATSCO INVESTMENTS LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**EAST COAST METAL DISTRIBUTORS LLC**By: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President**TRADEWINDS FLIGHT SERVICES LLC**By: Watsco Holdings, Inc., its sole memberBy: 
/s/ Ana M. Menendez
Name: Ana M. MenendezTitle: Vice President