OMNIBUS AMENDMENT AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT AND AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT

Exhibit
      10.1

 
OMNIBUS
      AMENDMENT
AMENDMENT
      NO. 7 TO RECEIVABLES PURCHASE AGREEMENT AND AMENDMENT NO. 2 TO RECEIVABLES
      SALE
      AGREEMENT

THIS
      OMNIBUS AMENDMENT (this
      “Amendment”), dated
      as
      of March 22, 2007, is entered into by and among  SCP
      Distributors LLC (“Distributors”),
      Superior Pool Products LLC, Horizon Distributors, Inc., a Delaware corporation
      (each of the foregoing, an “Originator”
      and
      collectively, the “Originators”),
      Superior Commerce LLC (“SPE”),
      JPMorgan Chase Bank, N.A. f/k/a Bank One, NA (Main Office Chicago), individually
      (“JPMorgan
      Chase”),
      Jupiter Securitization Company LLC f/k/a Jupiter Securitization Corporation
      (“Conduit”
      and,
      together with JPMorgan Chase, the “Purchasers”)
      and
      JPMorgan Chase Bank, N.A. f/k/a Bank One, NA (Main Office Chicago), as agent
      for
      the Purchasers (the“Agent”),
      and
      pertains to (a) that certain RECEIVABLES SALE AGREEMENT dated as of March 27,
      2003 by and among the
      Existing Originators and the SPE (as has been amended prior to the date hereof,
      the“RSA”),
      and
      (b)
      that certain RECEIVABLES
      PURCHASE AGREEMENT
      dated as
      of March 27, 2003 by and among the SPE, Distributors, the Purchasers and the
      Agent (as has been amended prior to the date hereof, the“RPA”
      and,
      together with the RSA, the “Agreements”).
      Unless
      defined elsewhere herein, capitalized terms used in this Amendment shall have
      the meanings assigned to such terms in the Agreements.
 
PRELIMINARY
      STATEMENTS
 
Seller
      has requested that the Agent and the Purchasers amend certain provisions of
      the
      Agreements; and
 
The
      Agent
      and the Purchasers are willing to amend the requested provisions on the terms
      hereinafter set forth.
 
NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants herein contained, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:
 
Section
      1. Amendments.
      
 
(a)  The
      definition of “Facility
      Termination Date”
set
      forth in Exhibit I to the RPA is hereby amended and restated in its entirety
      to
      read as follows:
 
“Facility
      Termination Date”
means
      the earliest of (i) Xxxxx 00, 0000, (xx) the Liquidity Termination Date and
      (iii) the Amortization Date.”

(b)  All
      references in the Agreements to “Jupiter Securitization Corporation” are hereby
      replaced with “Jupiter Securitization Company LLC.”
 
(c)  The
      text
      of Exhibit III to the RSA and of Exhibit IV to the RPA is hereby amended and
      restated in its entirety to read as set forth in Annex A hereto.
 

        

        

          
        

        
              
        Section 2. Representations
        and Warranties.
        In
        order to induce the Agent and the Purchasers to enter into this Amendment,
        each
        of the Originators and the SPE hereby represents and warrants to the Agent
        and
        the Purchasers that (a) after giving affect to this Amendment each of such
        Person’s representations and warranties contained in Article II of the RSA or
        Article V of the RPA, as applicable, is true and correct as of the date hereof,
        (b) the execution and delivery by such Person of this Amendment, and the
        performance of its obligations hereunder, are within its corporate or limited
        partnership, as applicable, powers and authority and have been duly authorized
        by all necessary corporate or limited partnership, as applicable, action
        on its
        part, and (c) this Amendment has been duly executed and delivered by such
        Person
        and constitutes the legal, valid and binding obligation of such Person
        enforceable against such Person in accordance with its terms, except as such
        enforcement may be limited by applicable bankruptcy, insolvency, reorganization
        or other similar laws relating to or limiting creditors’ rights generally and by
        general principles of equity (regardless of whether enforcement is sought
        in a
        proceeding in equity or at law).
 
Section
      3. Conditions
      Precedent.
      This
      Amendment shall become effective as of the date first above written
      upon:
 
(a)  Receipt
      by the Agent of this Amendment duly executed by each of the parties
      thereto.
 
(b)  Payment
      by the Seller to the Agent of a fully-earned and non-refundable renewal fee
      of
      $25,000 in immediately available funds.
 
Section
      4. Miscellaneous.
 
(a)     
       Except
      as
      expressly modified hereby, each of the Agreements remains unaltered and in
      full
      force and effect. This Amendment shall be binding upon and inure to the benefit
      of the parties hereto and their respective successors and permitted assigns
      (including any trustee in bankruptcy). 
 
(b)     
       This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which when taken together shall constitute one
      and
      the same agreement. 
 
<signature
      pages follow>
 


 

        
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IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Amendment to be executed and delivered by their
      duly authorized officers as of the date hereof.
 
SUPERIOR
      COMMERCE LLC
 
By:    
      /s/
      Xxxxxxx Xxx   
Name:     
      Xxxxxxx Xxx
Title:      
       President 


SUPERIOR
      POOL PRODUCTS LLC, 
SCP
      DISTRIBUTORS LLC and
HORIZON
      DISTRIBUTORS, INC.
 
By:    
      /s/
      Xxxxxxxx Xxxx     
Name:     
      Xxxxxxxx Xxxx
Title:      
       Secretary








        
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JUPITER
      SECURITIZATION COMPANY LLC

BY:
      JPMORGAN CHASE BANK, N.A., ITS ATTORNEY-IN-FACT
 
By:    
      /s/Xxxxxxx
      X. Xxxxxx   
Its:        
       Vice
      President    


JPMORGAN
      CHASE BANK, N.A.,
AS
      A
      FINANCIAL INSTITUTION AND AS AGENT
 
By:   
       /s/Xxxxxxx
      X. Xxxxxx   
Its:       
        Vice
      President    




        
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OMNIBUS AMENDMENT AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT AND AMENDMENT NO. 2 TO RECEIVABLES SALE AGREEMENT

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