EXHIBIT 10.13
AMENDMENT NO. 1
TO
REVOLVING CREDIT
AGREEMENT
dated as of December 1,
2005
among
WATSCO, INC.,
as Borrower,
THE LENDERS 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 its capacity 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
$10,000,000 letter 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 the Existing Credit Agreement as set forth
herein.
NOW, THEREFORE
, in consideration of the premises
and the mutual covenants and agreements 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 the meanings 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 to
Section 1.1 . Section 1.1 – Definitions
under “ARTICLE I – DEFINITIONS; CONSTRUCTION” of
the Existing Credit Agreement is hereby amended by deleting the
definition of “ LC Commitment ” in its
entirety and inserting in lieu thereof the following new
definition:
“ LC Commitment
” 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 the Administrative
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 by executing 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 has delivered, 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 ) as may be requested by the
Administrative Agent.
ARTICLE III
CONDITIONS TO
EFFECTIVENESS
This Amendment shall be and become
effective 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, and
thereafter, this Amendment shall be known, and may be referred to,
as “ Amendment No. 1 ”:
Section 3.1 Approval 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 Amendment as set forth in
Section 3.2 .
Section 3.2 Execution of
Counterparts . The
Administrative Agent shall have received (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 and substance 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 such counterpart 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 reasonably
satisfactory to the Administrative Agent and its
counsel.
Section 3.4 Payment of
Other Fees and Expenses . The Borrower shall 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 this Amendment.
ARTICLE IV
MISCELLANEOUS
Section 4.1
Representations and Warranties . The Borrower hereby represents and warrants 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 Credi
