0000945841-04-000058 Sample Contracts

AMENDMENT NO. 3
SCP Pool Corp • April 30th, 2004 • Wholesale-misc durable goods • Illinois

THIS AMENDMENT NO. 3 (this “Amendment”), dated as of March 25, 2004, is among Superior Commerce LLC (“Seller”), SCP Distributors LLC, as initial Servicer, Bank One, NA (Main Office Chicago), individually (“Bank One”), Jupiter Securitization Corporation (“Conduit” and, together with Bank One, the “Purchasers”) and Bank One, NA (Main Office Chicago), as agent for the Purchasers (the “Agent”), and pertains to that certain RECEIVABLES PURCHASE AGREEMENT dated as of March 27, 2003 by and among the parties hereto other than the Performance Guarantor (as has been amended prior to the date hereof, the “Agreement”). Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Agreement.

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