0001193125-05-052728 Sample Contracts

WATSCO, INC. SECOND AMENDED AND RESTATED PRIVATE SHELF AGREEMENT as of December 10, 2004
Private Shelf Agreement • March 16th, 2005 • Watsco Inc • Wholesale-hardware & plumbing & heating equipment & supplies • New York

The undersigned, Watsco, Inc., a Florida corporation (the “Company”), is a party with you to that certain Private Shelf Agreement, dated as of January 31, 2000, pursuant to which the Company has issued Notes (the “2000 Agreement”) and which was amended and restated by that certain Amended and Restated Private Shelf Agreement, dated as of October 30, 2002 (as amended, modified or supplemented from time to time the “2002 Agreement”). The Company has requested and you have agreed (on the terms and subject to the conditions hereinafter set forth) to amend and restate the 2002 Agreement in its entirety as set forth herein.

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