0000945841-02-000028 Sample Contracts

GUARANTY SUPPLEMENT
Guaranty Supplement • November 13th, 2002 • SCP Pool Corp • Wholesale-misc durable goods • Texas

Bank One, NA, as the Administrative Agent for the Lenders referred to in the Credit Agreement referred to below 1717 Main Street, 3rd Floor Dallas, TX 75201

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SECURITY AGREEMENT SUPPLEMENT
Security Agreement • November 13th, 2002 • SCP Pool Corp • Wholesale-misc durable goods • Texas

Reference is made to (i) the Credit Agreement dated as of November 27, 2001 (as the same has been and may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SCP Pool Corporation, a Delaware corporation (the “Borrower”), Bank One, NA, as the Administrative Agent and as the LC Issuer, Hibernia National Bank, as Documentation Agent, Fleet Capital Corporation, as Syndication Agent, and the Lenders from time to time party thereto, and (ii) the Pledge and Security Agreement dated as of November 27, 2001 (as the same has been or may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Debtors from time to time party thereto in favor of the Administrative Agent for the benefit of the Lenders. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement or the Security Agreement.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 13th, 2002 • SCP Pool Corp • Wholesale-misc durable goods • Texas

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 5, 2002, between SCP POOL CORPORATION, a Delaware corporation (the “Borrower”), and BANK ONE, NA, as administrative agent (in such capacity, the “Administrative Agent”).

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