RECEIVABLES PURCHASE AGREEMENT DATED AS OF MARCH 27, 2003 AMONG SUPERIOR COMMERCE LLC, AS SELLER, SCP DISTRIBUTORS LLC, AS SERVICER, JUPITER SECURITIZATION CORPORATION AND BANK ONE, NA (MAIN OFFICE CHICAGO), AS AGENTReceivables Purchase Agreement • April 30th, 2003 • SCP Pool Corp • Wholesale-misc durable goods • Illinois
THIS RECEIVABLES PURCHASE AGREEMENTDated as of March 27, 2003 is among Superior Commerce LLC, a Delaware limited liability company (“Seller”), SCP Distributors LLC, a Delaware limited liability company (“Distributors”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each, a “Seller Party”), the entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), Jupiter Securitization Corporation (“Conduit”) and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
STOCK OPTION AGREEMENT FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS UNDER THE SCP POOL CORPORATION 2002 LONG-TERM INCENTIVE PLANStock Option Agreement • April 30th, 2003 • SCP Pool Corp • Wholesale-misc durable goods
THIS AGREEMENT is entered into and effective as of DATE by and between SCP Pool Corporation, a Delaware corporation (the “Company”), and First Name Last Name (the “Optionee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 30th, 2003 • SCP Pool Corp • Wholesale-misc durable goods • Illinois
THIS INTERCREDITOR AGREEMENT, dated as of March 27, 2003 (this “Agreement”), is executed and delivered by BANK ONE, NA, as agent under the Credit Agreement referred to below (in such capacity, the “Lender Agent”), and BANK ONE, NA (Main Office Chicago), as agent under the Receivables Purchase Agreement referred to below (in such capacity, the “Receivables Agent”).
RECEIVABLES SALE AGREEMENT DATED AS OF MARCH 27, 2003 AMONG SCP DISTRIBUTORS LLC, SCP SERVICES LP AND SUPERIOR POOL PRODUCTS LLC, AS ORIGINATORS AND SUPERIOR COMMERCE LLC, AS BUYERReceivables Sale Agreement • April 30th, 2003 • SCP Pool Corp • Wholesale-misc durable goods • Louisiana
THIS RECEIVABLES SALE AGREEMENT, dated as of March 27, 2003, is by and among SCP Distributors LLC, a Delaware limited liability company, SCP Services LP, a Delaware limited partnership, and Superior Pool Products LLC, a Delaware limited liability company (each of the foregoing, an “Originator” and collectively, the “Originators”), and Superior Commerce LLC, a Delaware limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meanings assigned to such terms in Exhibit I to the Purchase Agreement hereinafter defined).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 30th, 2003 • SCP Pool Corp • Wholesale-misc durable goods • Texas
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 25, 2003, between SCP POOL CORPORATION, a Delaware corporation (the “Borrower”), BANK ONE, NA, as administrative agent (in such capacity, the “Administrative Agent”) and the Required Lenders signatory hereto party to the Credit Agreement referred to below.
PERFORMANCE UNDERTAKINGPerformance Undertaking • April 30th, 2003 • SCP Pool Corp • Wholesale-misc durable goods • Illinois
THIS PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of March 27, 2003, is executed by SCP Pool Corporation, a Delaware corporation (“SCP Pool” or the “Performance Guarantor”) in favor of Superior Commerce LLC, a Delaware limited liability company (together with its successors and assigns, “Recipient”).
